Subscription Terms and Conditions
1. Information About Us and How to Contact Us
1.1 We are Digital Lychee Limited (‘we, our, us’) are a company registered in England and Wales. Our Company registration number is 13639772 and our registered office is at 160 Aztec West, Bristol, United Kingdom, BS32 4TU. We operate the website https://soteriaswings.aero/.
1.2 You can contact us by writing to us at Digital Lychee Limited, 160 Aztec West, Bristol, United Kingdom, BS32 4TU or by email at .
2. Definitions
2.1.1 App: the Soteria’s Wings® Software application.
2.1.2 Normal Business Hours: 9.00am to 5.00pm local UK time, each day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2.1.3 Online Documentation: the information made available online to you by us which sets out a description of the Services and the user instructions for the Services.
2.1.4 Services: the subscription services provided by us to you under these Terms, as more particularly described in the Online Documentation.
2.1.5 Software: our online software application, available on our Website and provided as part of the Services.
2.1.6 Subscription: a trial subscription or paid subscription purchased by you pursuant to clause 9.1 which entitle you to access and use the Services and the Online Documentation in accordance with these Terms.
2.1.7 Subscription Fees: the subscription fees payable by you for your chosen Subscription as set out in the Online Documentation.
2.1.8 Subscription Term: the Trial and then one calendar month thereafter.
2.1.9 Terms: the terms and conditions set out in this document.
2.1.10 Trial: access to the Service on a trial basis, which is one calendar month by default unless the parties agree otherwise or you enter into a Subscription.
2.1.11 Website: our marketing site is https://soteriaswings.aero/.
3. Contract with You
3.1 These are the Terms that govern your access to and use of our Software, whether via our Website or via our App.
3.2 You will initially be allowed access to the Service on a Trial basis. You will need to register via our Website in order to access the Trial. Please follow the onscreen prompts to register. You may only register using the method set out on the Website and you are responsible for ensuring that your registration is complete and accurate.
3.3 By registering on the Website and clicking on the “Accept” button, you agree to these Terms which will bind you from the date of acceptance (Commencement Date). In doing so you give your express consent to access the Services immediately and, subject to clause 12, acknowledge that you do not have the right to change your mind about receiving the Services.
4. Your Subscription
4.1 Subject to you purchasing a Subscription, we hereby grant you a non-exclusive, non-transferable right, to use the App and the Services during the Subscription Term.
4.2 In return for your agreeing to comply with these Terms you may:
4.2.1 download or stream a copy of the App and view, use and display the App and the Services on such devices for your personal purposes only;
4.2.2 use any Online Documentation to support your permitted use of the App and the Service; and
4.2.3 receive and use any free supplementary software code or update of the App incorporating “patches” and corrections of errors as we may provide to you.
4.3 You must be 18 or over to accept these Terms. If you are under the age of 18 and wish to use the App and the Services, you must get a parent or guardian over the age of 18 to contract with us on these Terms. Parents or guardians may download the App onto a phone or other device not owned by them, but they will be responsible for complying with these Terms, whether or not they own the phone or other device.
4.4 You shall not:
4.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
4.4.1.1 attempt to modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Online Documentation (as applicable) in any form or media or by any means; or
4.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
4.4.2 access all or any part of the Services in order to build a product or service which competes with the Services; or
4.4.3 use the Services to provide services to third parties; or
4.4.4 subject to clause 14.5, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Online Documentation available to any third party, or
4.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 4.
4.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Online Documentation and, in the event of any such unauthorised access or use, promptly notify us.
5. Our Service
5.1 We shall, during the Subscription Term, provide the Services and make available the Online Documentation to you on and subject to these Terms.
5.2 We may from time to time improve and modify the Services we provide.
5.3 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
5.3.1 planned maintenance, improvements or modifications to the Services; and
5.3.2 unscheduled maintenance due to an event of downtime of the Software.
5.4 We are under no obligation to notify you in advance of any disruption to the Services as set out at clauses 5.3.1 and 5.3.2.
5.5 We will, as part of the Services, provide you with our standard customer support services during Normal Business Hours in accordance with the Online Documentation from time to time. Contact us via email at .
5.6 If you think the App or the Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at .
6. Data Protection
6.1 Please see our Privacy Policy for further details on how we protect your data and privacy.
7. Our Obligations
7.1 We undertake that the Services will be performed substantially in accordance with the Online Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, we:
7.2.1 do not warrant that your use of the Services will be uninterrupted or error-free; nor that the Services, Online Documentation and/or the information obtained by you through the Services will meet your requirements.
7.2.2 are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Online Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. Your Obligations
8.1 You shall:
8.1.1 provide us with:
8.1.1.1 all necessary co-operation in relation to these Terms; and
8.1.1.2 all necessary access to such information as may be required by us;
in order to render the Services;
8.1.2 comply with all applicable laws and regulations with respect to your activities in relation to the Services;
8.1.3 ensure that your network and systems comply with the relevant specifications provided by us from time to time;
8.1.4 be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
9. Charges and Payment
9.1 You shall pay the Subscription Fees to us for the Subscription in accordance with this clause 9.
9.2 Access to the Services is free during your Trial.
9.3 You shall provide us with valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details when you register via our Website to access your Trial and, if you provide:
9.3.1 your credit card details to us, you hereby authorise us to bill such credit card:
9.3.1.1 for the Subscription Fees payable in respect of your Subscription; and
9.3.1.2 subject to clause 12.1, at the beginning of each Subscription Term for the Subscription Fees payable in respect of your Subscription.
9.4 If we have not received payment on the due date, and without prejudice to any other rights and remedies, we may without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the amount owed remains unpaid; and
9.5 All amounts and fees stated or referred to in these Terms:
9.5.1 shall be payable in Pounds Sterling, United States Dollars, New Zealand Dollars, Euros or Gibraltar Pounds; and
9.5.2 are, subject to clause 11.4.3, non-cancellable and non-refundable.
9.6 We shall be entitled to increase the Subscription Fees at any time, with effect from the following Subscription Term.
10. Proprietary Rights
10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Online Documentation. Except as expressly stated herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Online Documentation. We reserve all our rights in this regard.
10.2 We confirm that we have all the rights in relation to the Services and the Online Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with these Terms.
11. Limitation of Liability (Your Attention is particularly Drawn to This Clause)
11.1 This clause 11 sets out our entire financial liability to you in respect of:
11.1.1 any breach of these Terms;
11.1.2 any use made by you of the Services and Online Documentation or any part of them; and
11.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
11.2 Except as expressly and specifically provided in these Terms:
11.2.1 you assume sole responsibility for results obtained from your use of the Services and the Online Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information provided to us by you in connection with the Services, or any actions taken by us at your direction;
11.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
11.2.3 the Services and the Online Documentation are provided to you on an “as is” basis.
11.3 Nothing in these Terms excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
11.4.1 If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
11.4.2 The App is for domestic and private use. If you use the App for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
11.4.3 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the Subscriptions during the 12 months immediately preceding the date on which the claim arose.
12. Term and Termination
12.1 These Terms shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Date and shall continue for the Trial and, thereafter, these Terms shall be automatically renewed for each successive Subscription Term.
12.2 You can terminate the Services at any time by accessing your account via our Website in which case these Terms shall terminate upon the expiry of the applicable Subscription Term.
12.3 We can terminate the Services if:
12.3.1 you fail to pay any amount due under these Terms on the due date for payment; or
12.3.2 you have broken these Terms in a serious way, however if what you have done can be put right we will give you reasonable opportunity to do so.
12.4 On termination of this Agreement for any reason:
12.4.1 access to the Service is locked immediately;
12.4.2 all licences granted under these Terms shall immediately terminate;
12.4.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
13. Force Majeure
13.1 We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
14. General
14.1 A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
14.2 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
14.3 If any provision or part-provision of these Terms is deemed deleted under clause 14.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.5 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms. You may not assign, transfer, charge, sub-contract or deal in any manner with all or any of its rights or obligations under these Terms without our prior written consent.
14.6 These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.7 Notice given under these Terms shall be by email. We are not responsible for emails to you “bouncing” or being rejected or any other delivery failures that cannot be attributed to us. An email notice is deemed to have been received at the time of transmission.
14.8 Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
14.9 No variation of these Terms shall be valid unless it is in writing and signed by each of the parties.
14.10 These Terms are governed by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.