Master Terms & Conditions

01 Who we are

The Services described in these terms are provided by Antony Bentinck, trading as WebDeviAnt Studios (“WebDeviAnt Studios”, “we”, “us”, “our”), a sole trader established in England, with a trading address in Godalming, Surrey, United Kingdom.

This is true of every product we operate, whatever name it trades under. WireHQ, NitroSearch and Drop2p are separate products with their own brands, websites and customers, but none of them is a separate company. WebDeviAnt Studios owns and operates all of them, is the party you contract with, and is the party that invoices you and takes your payment. If you are looking for “who am I actually buying from”, it is the name in the paragraph above.

You can reach us at [email protected], which is the address to use for anything contractual, including notices under clause 23. Our full postal address is available on request and is given in any invoice we issue.

Where we are required to charge value added tax, our VAT registration number will appear on our invoices and on this page.

02 What these terms cover

These are our master terms. They apply to every product and service WebDeviAnt Studios provides, so that you only have to read them once. Each individual product then has a short Service Schedule covering the things that are genuinely specific to it — what it does, what it costs, any service levels, where its data lives, and how long we keep it.

The products are independent of one another. They are separate services solving unrelated problems; they do not interoperate, they do not share your data with each other, and a subscription to one gives you no rights in another. These terms are common to them not because the products are connected, but because the company behind them is the same. Where a clause below could be read as applying across products — account, billing, termination — it applies to each product separately unless it says otherwise.

The products currently covered are:

Any further product we launch is covered automatically, from the moment it is made available, together with its own Service Schedule. That is deliberate: these terms are written to govern everything WebDeviAnt Studios owns and operates, present and future, so that a new product needs a schedule rather than a new contract.

Order of precedence. If there is a conflict between documents, the order is: (a) a signed written agreement between us; then (b) the Service Schedule or product-specific terms for the product in question; then (c) these master terms; then (d) any other document we publish, such as documentation or a support policy. Marketing material is never part of the contract.

03 Definitions

04 How the contract is formed

A contract on these terms comes into existence when you first do any of the following: create an account; click to accept these terms; start a trial or free plan; place an order that we confirm; or begin using a Service. If you do any of those things, you are agreeing to these terms.

One contract per product. Because the products are independent, taking a second product forms a second contract on these same terms, with that product’s own schedule. The two stand or fall separately: cancelling, suspending or terminating one has no effect on the other.

If you are agreeing on behalf of an organisation, you confirm that you are authorised to bind it, and “you” means that organisation.

You must be at least 18 years old, or the age of majority where you live if that is higher, to enter into this contract.

05 Your account

• Give us accurate registration and billing information, and keep it up to date. We rely on it to reach you.
• Keep your credentials, API keys and any second-factor devices secure. You are responsible for what happens under your account, including everything your Users do, except to the extent it results from our own breach of these terms.
• Tell us promptly at [email protected] if you believe your account has been compromised.
• Do not share a single-user account between people where the Service Schedule prices by user, and do not use an account to evade a plan limit.

06 Your right to use the services

For as long as your account is in good standing, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services for your own internal business purposes, or for your personal purposes if you are a Consumer, in accordance with these terms, the relevant Service Schedule and the plan you are on.

This is a right to use a service, not a sale of software. Except where a component is expressly provided under an open-source licence (see clause 14), you must not:

• copy, modify, translate or create derivative works of the Services;
• reverse engineer, decompile or disassemble any part of them, except to the extent that applicable law expressly permits it despite this restriction;
• resell, sublicense, rent, or provide the Services as a service bureau to third parties, unless we have agreed a reseller or partner arrangement in writing;
• remove or obscure any proprietary notice; or
• use the Services to build a competing product, or to benchmark them for publication, without our prior written consent.

07 Acceptable use

You are responsible for what you do with the Services and for what your Users do. You must not use them, or permit them to be used:

• to break the law, or to infringe anyone’s intellectual property, privacy or other rights;
• to store, send or distribute unlawful material, including material that is defamatory, obscene, or that constitutes harassment;
• to distribute malware, or to gain or attempt to gain unauthorised access to any system, account or data;
• to send unsolicited bulk messages, or to operate a phishing or fraud operation;
• in a way that materially degrades the Services for anyone else, including by deliberately circumventing rate limits, quotas or plan limits;
• to conduct penetration testing, load testing or vulnerability scanning against our infrastructure without our prior written consent — which we will not unreasonably withhold; ask at the address in clause 18; or
• in breach of applicable export control or sanctions law.

Encrypted services. Some of our Services are end-to-end encrypted by design, which means we cannot inspect what passes through them. That is a deliberate property of the product and not an invitation to misuse it. Where we cannot see content, we act instead on valid reports and lawful requests, and we may suspend or terminate accounts that we reasonably believe are being used in breach of this clause.

08 Your content and customer data

Customer Data belongs to you. We claim no ownership of it. You grant us a limited, non-exclusive, worldwide licence to host, copy, transmit, display and process Customer Data strictly to the extent needed to provide, secure, support and bill for the Services, and for no other purpose. That licence ends when the data is deleted.

What we will not do. We do not sell Customer Data. We do not share it with advertisers or data brokers. We do not use it to train machine-learning models. We do not mine it to build features for anyone else.

What you are responsible for. You warrant that you have the right to put Customer Data into the Services, and that doing so does not breach the law or anyone’s rights. You are responsible for its accuracy and legality, and for obtaining any consents your own users or customers must give.

Backups. Where a Service Schedule sets out a backup regime, we will follow it. It is not a substitute for your own backups, and for Services that are designed never to store your data at all, no backup of that data exists or can exist. Keep your own copies of anything you cannot afford to lose.

Aggregated statistics. We may compile anonymous, aggregated statistics about how the Services are used — volumes, performance, error rates — and use them to operate and improve the Services. This material never identifies you, your Users or your Customer Data.

09 Free plans, trials and beta services

We offer free plans and trials so you can evaluate a product properly. They are provided on an “as is” basis, and we may change, limit or withdraw them, or the accounts using them, at any time. Where we withdraw a free plan generally, we will give at least 30 days’ notice by email.

A trial converts to a paid plan only if you choose to convert it. We will not take payment at the end of a trial unless you have given us payment details and told us to.

Beta Services are, by definition, unfinished. They may change without notice, may not work, and may be withdrawn. Data held in a Beta Service may be deleted when the beta ends. Clause 13 (availability), any service level in a Service Schedule, and the warranties in clause 19 do not apply to Beta Services; our liability for them is limited to the maximum extent the law allows, subject always to clause 20.

10 Fees, billing and tax

• In advance. Subscription fees are charged in advance for each Subscription Period, using the payment method on your account. Usage-based charges, where a Service Schedule provides for them, are billed in arrears.
• Who bills you. WebDeviAnt Studios is the biller for every product, whichever brand you signed up under. Your invoice, your receipt and the descriptor on your card or bank statement may therefore show WebDeviAnt rather than the product name — that is us, not an unfamiliar charge. Each product is billed separately, on its own cycle.
• Payment processing. Card payments are handled by our payment provider. We do not receive or store your full card details. Your use of the payment provider is also subject to its own terms.
• Renewal. Subscriptions renew automatically at the end of each Subscription Period unless cancelled beforehand under clause 12.
• Tax. Prices are stated exclusive of value added tax and any other applicable sales tax or duty, which will be added where we are required to charge it. If you are required by law to withhold any amount from a payment, you must gross the payment up so we receive the full amount invoiced.
• Failed payments. If a payment fails we will retry it and tell you. If it remains unpaid, we may suspend the Services under clause 12 after giving you at least seven days’ notice by email.
• Late payment (Business Customers only). We may charge interest on overdue sums at the rate provided for by the Late Payment of Commercial Debts (Interest) Act 1998.
• Refunds. Except where clause 22 gives you a statutory right, or where we terminate for our own convenience under clause 12, fees already paid are non-refundable. We are not obliged to refund a partly used Subscription Period, but we will consider a fair pro-rata refund where we have got something wrong.

11 Changes to plans, prices and services

Your plan. You can upgrade at any time; the change takes effect immediately and we will charge the difference pro rata. You can downgrade with effect from the start of your next Subscription Period.

Our prices. We may change our prices. We will give you at least 30 days’ notice by email before a change takes effect for you, and it will only ever apply from your next Subscription Period. If you do not want to pay the new price, you can cancel before it takes effect and you will not be charged it.

The Services themselves. We will keep developing the Services, which means features will be added, changed and occasionally removed. We will not make a change that materially reduces the core functionality of a paid Service during a Subscription Period you have already paid for. Where we do have to make a materially adverse change, we will give at least 30 days’ notice, and if it genuinely disadvantages you, you may terminate the affected Service and receive a pro-rata refund of fees paid for the unused remainder of the period.

Discontinuing a Service. If we decide to retire a paid Service altogether, we will give at least 90 days’ notice, provide a means of exporting your Customer Data during that period, and refund fees paid for any period after the retirement date.

12 Term, suspension and termination

This contract runs for as long as you hold an account or use the Services.

You may cancel at any time from your account settings, or by emailing us. Cancellation takes effect at the end of the current Subscription Period, and you keep access until then. Clause 22 sets out the additional cancellation rights Consumers have.

Product by product. Cancellation, suspension and termination all apply to the product they concern and not to any other you hold. We will not suspend NitroSearch because a WireHQ invoice is late, and cancelling one leaves the other running and billing normally.

We may suspend access, in whole or in part, where: a payment is overdue and our notice under clause 10 has expired; we reasonably believe clause 7 is being breached; there is a genuine security risk to you, to us or to other customers; or we are legally required to. We will restrict a suspension to what is necessary, tell you why, and lift it as soon as the cause is resolved.

Either of us may terminate immediately on written notice if the other materially breaches these terms and, where the breach can be put right, fails to do so within 30 days of being asked; or if the other becomes insolvent or ceases to trade.

We may terminate for convenience on 90 days’ written notice, in which case we will refund fees paid for any period after termination.

What happens afterwards. Your right to use the Services ends. Fees accrued up to termination remain payable. For 30 days after termination we will keep your Customer Data available for export, unless we are prevented by law or the Service is one that never stored it. After that period we will delete it in accordance with our Privacy Policy and the relevant Service Schedule. Clauses 8, 15, 16, 17, 19, 20, 21, 25 and 26 survive termination.

13 Availability, maintenance and support

We will provide the Services with reasonable skill and care, and use commercially reasonable efforts to keep them available. Where a Service Schedule contains a service level commitment, that commitment and the service credits attached to it are your exclusive remedy for failing to meet it.

Maintenance. We will give reasonable advance notice of planned maintenance that we expect to interrupt a Service, and will schedule it outside UK business hours where we sensibly can. Emergency maintenance may have to happen without notice; we will tell you as soon as we are able.

Things outside our control. The Services depend on the public internet, your network, your devices and third-party providers. Some of our Services connect two parties directly, which means a transfer can fail because of a network at either end. We are not responsible for failures caused by anything outside our reasonable control.

Support is provided by email during UK business hours, at the level set out in your plan or Service Schedule. Free and Beta plans are supported on a best-efforts basis.

14 Third-party and open-source software

Open-source editions. Where we publish a component or edition under an open-source licence — for example the WireHQ Community Edition, published under the GNU Affero General Public License v3 — that licence, and not these terms, governs your use of it. These terms then apply only to any hosted service, paid add-on or support we separately provide to you. Nothing in these terms restricts a right that an open-source licence grants you.

Third-party components. The Services incorporate third-party open-source software, which is licensed to you under its own terms. Notices are available in our documentation or on request.

Third-party services. If you connect the Services to a third-party system — an identity provider, a payment processor, a store platform — your use of that system is governed by its own terms, and we are not responsible for it. We are not responsible for a third party changing or withdrawing an interface we rely on, though we will tell you if that affects you.

Trade marks. Third-party names and marks are the property of their owners and are used only to describe interoperability. We are not affiliated with, endorsed by or sponsored by any third-party project we interoperate with. Where a particular mark calls for a specific attribution, it belongs in that product’s Service Schedule rather than here.

15 Intellectual property

We own, or are licensed to use, all intellectual property rights in the Services, our software, our documentation, our branding and everything else we make available — other than Customer Data and anything licensed to you under clause 14. Nothing in these terms transfers any of those rights to you.

If you send us feedback, suggestions or feature requests, you allow us to use them freely and without obligation or payment. You keep any rights you already had in them; we simply do not want a dispute about whose idea an improvement was.

16 Confidentiality

Each of us may receive information from the other that is marked confidential, or that a reasonable person would treat as confidential. Each of us will keep the other’s confidential information in confidence, use it only for the purposes of this contract, and protect it with at least reasonable care.

This does not apply to information that is or becomes public through no fault of the receiver, was already known to them without a duty of confidence, or is independently developed. Either of us may disclose confidential information where required by law or a regulator, giving the other as much notice as is lawfully possible.

17 Data protection

Both of us will comply with the UK GDPR and the Data Protection Act 2018, and with the EU GDPR where it applies.

Where we are the controller — for your account, billing and support data, and for personal data of Consumers using our Services directly — our Privacy Policy explains what we do and why.

Where we are a processor — for personal data contained in Customer Data that a Business Customer puts into the Services — you are the controller and we act on your documented instructions. Our Data Processing Addendum sets out the subject matter, duration, nature and purpose of the processing, the categories of data and data subjects, our security measures, our sub-processors and our assistance obligations. It is available at [email protected] and, once executed, forms part of this contract.

Sub-processors. We use a small number of sub-processors, listed in the Privacy Policy. We will give notice of any addition or replacement and you may object on reasonable data-protection grounds.

Breach notification. We will notify you without undue delay after becoming aware of a personal data breach affecting your Customer Data, and give you the information you reasonably need to meet your own obligations.

18 Security and disclosure

We maintain technical and organisational measures appropriate to the risk, including encryption in transit, encryption of secrets at rest, access control, multi-factor authentication for administrative access, logging and regular patching. Measures specific to a product are described in its Service Schedule and documentation.

Reporting a vulnerability. If you believe you have found a security issue in any of our Services, please tell us at [email protected] before disclosing it publicly, and give us a reasonable opportunity to fix it. We will acknowledge your report, keep you updated, and we will not pursue a claim under clause 7 against anyone who reports in good faith, acts proportionately, and does not access, modify or exfiltrate other people’s data.

19 Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care, and that we have the right to grant the rights we grant in clause 6.

Beyond that, and except as clause 22 provides for Consumers, the Services are provided “as is”. To the fullest extent permitted by law we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise. In particular we do not warrant that the Services will be uninterrupted or error-free, that every defect will be corrected, or that they will meet a requirement we have not specifically agreed with you in writing.

You are responsible for deciding whether the Services are appropriate for your purposes, and for complying with any regulatory obligation that applies to your own business.

20 Limitation of liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any liability that cannot lawfully be limited or excluded; and, for Consumers, any liability under the Consumer Rights Act 2015 or other consumer protection legislation.

Subject to that paragraph, and for Business Customers:

• Neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill, or loss or corruption of data, in each case however arising.
• Our total aggregate liability arising out of or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total fees you paid us for the affected Service in the twelve months before the event giving rise to the claim, and (b) £100.
• Where a Service is provided free of charge, or as a Beta Service, our total aggregate liability in respect of it is limited to £100.

For Consumers, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or failing to use reasonable care and skill, but not for loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen, or if at the time we entered into the contract both of us knew it might happen. We are not liable for business losses; if you use a Service for any commercial purpose, the Business Customer limits above apply instead.

Each of us will take reasonable steps to mitigate its losses. A claim must be brought within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it — this sentence does not apply to Consumers.

21 Indemnity

By us. We will defend you against any claim that your permitted use of the Services infringes a third party’s intellectual property rights, and pay any damages finally awarded or settlement we agree, provided you tell us promptly, give us control of the defence, and cooperate reasonably. If such a claim is made or we reasonably think one will be, we may modify the Services, obtain a licence, or terminate the affected Service and refund the unused portion of your fees. This does not apply where the claim arises from Customer Data, from your use in breach of these terms, or from combination with anything we did not supply.

By you (Business Customers only). You will indemnify us against any claim, loss or cost arising from Customer Data, from your or your Users’ breach of clause 7, or from your breach of clause 8. Consumers are not asked to give any indemnity.

22 If you are a consumer

Your statutory rights come first. Nothing in these terms affects your legal rights under the Consumer Rights Act 2015 — broadly, that digital content and services must be of satisfactory quality, fit for purpose and as described. If anything here conflicts with those rights, those rights win.

Your 14-day cancellation right. Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you normally have 14 days from entering into the contract to cancel and receive a full refund, without giving a reason. Email [email protected] and say you want to cancel; a clear statement is enough.

Two things to know about that right. If you ask us to start supplying a service within the 14 days and then cancel, you must pay for what you actually used up to the point you told us. And for digital content supplied immediately, if you asked for immediate supply and acknowledged that you would lose the cancellation right by doing so, that right is lost for the content already supplied. We will always make this clear at the point you buy.

Complaints. Email us first — most things are resolved quickly. We do not currently use an alternative dispute resolution provider, so if we cannot resolve a complaint between us you are free to bring a claim in the courts under clause 26.

23 Notices

Formal notices to us go to [email protected]. Notices to you go to the email address on your account, and it is your responsibility to keep it current. An emailed notice is treated as received on the next working day after it is sent, unless it bounces.

Routine operational messages — maintenance windows, incident updates, security advisories and changes under clause 24 — will be sent by email and may also be posted in the Service or on our status page.

24 Changes to these terms

We may update these terms — to reflect a change in the law, a new product, or a genuine change in how we operate. The version in force is always the one published at webdeviant.io/studios/terms/, with its version number and effective date at the top.

For a change that materially disadvantages you, we will give at least 30 days’ notice by email before it takes effect. If you do not accept it, you may terminate the affected Service before the effective date and we will refund a pro-rata share of any fees you have paid for the period after termination. Continuing to use a Service after the effective date means you accept the change.

Minor changes — clarifications, corrections, new contact details — take effect when published.

25 General

• Entire agreement. These terms, the applicable Service Schedule and any document they expressly incorporate are the whole agreement between us, and replace anything said or written beforehand. Neither of us relies on any statement not set out in them — but this does not limit liability for fraudulent misrepresentation, and it does not apply to Consumers.
• Assignment. You may not assign or transfer this contract without our written consent, which we will not unreasonably withhold. We may assign it to a successor to our business or assets, on notice to you.
• Subcontracting. We may use subcontractors and sub-processors, and we remain responsible for what they do.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship between us.
• Third parties. Nobody other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Waiver. If we do not insist on something immediately, that does not mean we have given up the right to insist on it later.
• Severance. If any provision is found to be unenforceable, it is severed and the rest continues in force.
• Force majeure. Neither of us is liable for a failure caused by something genuinely outside its reasonable control, including internet or power failure, failure of a third-party provider, industrial action, epidemic, war or natural disaster. If it lasts more than 30 days, either of us may terminate the affected Service on notice.

26 Governing law and jurisdiction

These terms, and any dispute arising out of or in connection with them, are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction. If you are a Consumer resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of the country you live in, and the mandatory consumer protection law of that country continues to apply to you.

Questions about any of this? [email protected] — a person reads it.