ChirpCloud subscription terms

1. Who we are

1.1 ChirpCloud is provided by Trackpac Ltd, a company registered in England and Wales company number 13967561, registered office 167-169 Great Portland Street, 5th Floor, London W1W 5PF, trading as ChirpCloud ("we", "us").

1.2 Contact: support@chirpcloud.co.uk. We answer support email between 09:00 and 17:00 Europe/Amsterdam time on Monday to Friday, except Dutch public holidays. We aim to reply within a few hours during those hours. This is an aim, not a guaranteed response time.

1.3 These terms cover the shared ChirpCloud service you sign up for in the portal. Dedicated deployments and other ChirpCloud services are provided under separate agreements.

2. Who can use ChirpCloud

2.1 ChirpCloud is available to businesses and to consumers. A "consumer" is an individual acting wholly or mainly outside their trade, business, craft or profession. Where these terms treat consumers differently, they say so. Nothing in these terms affects a consumer's statutory rights.

2.2 If you accept these terms on behalf of an organisation, you confirm you are authorised to bind it. "You" means that organisation, and the organisation is not a consumer.

2.3 You accept these terms when you create a workspace or accept an invitation to one, by ticking the box that links to them. You need a verified email address. You may own up to 5 self-service workspaces; more through support. Each person gets one free trial, on their first workspace. Being a member of someone else's workspace (section 3.6) gives no trial. Creating extra accounts to obtain extra trials is not allowed.

3. What ChirpCloud is

3.1 ChirpCloud is a shared, hosted LoRaWAN network server based on ChirpStack. You use its own web interface and APIs, plus our portal for sign-up, billing and MQTT credentials. It supports the EU868 and US915 (sub-band 2) regions and gateways using Semtech UDP or Basic Station.

3.2 Shared infrastructure. Your workspace runs on the same deployment as other customers. Our systems keep your applications, device data and management access separate from theirs. There is no per-customer traffic limit, though, so one customer with very high traffic can slow the service for everyone.

3.3 Shared gateway coverage. By default your registered gateways also receive and relay other customers' devices, and their gateways relay yours. When a gateway relays another customer's device, that customer sees your gateway's identifier (EUI), its location and signal strength. They do not see its name, tags or other settings. You can avoid this by not setting a location and turning off GPS in the gateway, or by making your gateways private in the portal ("Gateways are private (uplink)" and "(downlink)"; your gateways then carry only your own devices). See also our privacy notice.

3.4 Gateway security limits. (a) Semtech UDP has no cryptographic gateway identity, so a third party could impersonate a UDP gateway. (b) Basic Station certificates are valid for 10 years. A new certificate does not cancel the old one, and deleting a gateway or workspace does not cancel its certificates. Anyone who has a copy of a certificate and its key can connect as that gateway until the certificate expires. They cannot reach your applications, data, APIs or MQTT. Keep certificate keys secret and tell us at once if one may have leaked.

3.5 Features we do not offer are listed in the portal and the getting-started guide. They are not part of the service.

3.6 Workspace members. The owner of a workspace (the account that created it and pays for it) can invite other people by email to join it as an admin or a member. Each person needs their own ChirpCloud account and a verified email address; an invitation expires after 7 days. (a) Members use the workspace on the owner's behalf. The owner, or the organisation they act for, remains our customer and is responsible for what its members do in the workspace and for removing people who should no longer have access. (b) Only the owner can buy, change or cancel a plan and see billing. Ownership can only be moved to another account through support. (c) Members see each other's name and email address in the portal. (d) Removing a member, or a member leaving, ends that person's access to the workspace. API keys and MQTT credentials they created keep working until someone revokes them; the portal lists MQTT credentials issued by former members.

4. Availability

4.1 We provide ChirpCloud with reasonable skill and care. We aim for the following availability, measured monthly and excluding maintenance announced under 4.2 and urgent maintenance: (a) the ChirpCloud API accepting and processing requests: 99.9%; (b) the gateway endpoints (Basic Station and Semtech UDP) accepting connections from your gateways: 99.5%. Problems with your own gateways, devices, power, backhaul or radio conditions are excluded. These are targets, not guarantees: there are no service credits, and missing them is not a breach of these terms. Dedicated deployments can have a contractual service level (1.3).

4.2 We may carry out maintenance, which can interrupt the service. We email workspace owners at least 48 hours before planned maintenance that we expect to interrupt the service. Urgent maintenance, for example to fix a security problem or restore the service, may happen without notice.

4.3 Radio delivery depends on gateways, coverage and devices that we do not control.

5. Free trial

5.1 Your first workspace gets one free trial of 14 days from when it is ready, for up to 50 registered devices. No payment card is needed.

5.2 If you buy a plan during the trial, the trial ends at that moment and your paid plan starts.

5.3 If the trial ends without a paid plan, your workspace is restricted at the end of the trial, with no extra grace period (see section 8).

5.4 Further workspaces have no trial: they are set up once the first payment is made. A workspace not paid for within 24 hours of creating it is discarded; nothing in it was set up.

6. Plans, prices and payment

6.1 Each plan is a fixed monthly price for up to a set number of registered devices. Disabled devices count towards that number. Prices are shown in the portal in EUR, GBP and USD and exclude VAT. VAT is added at checkout as applicable: UK VAT, the local VAT of your EU country if you have no VAT number, or reverse charge for EU businesses with a valid VAT number. Gateways are not charged for.

6.2 Payment is monthly in advance, by automatic payment through our payment provider, Stripe. Payments are taken by Trackpac Ltd, trading as ChirpCloud. Checkout, receipts and card statements show the name "ChirpCloud". You will receive an invoice.

6.3 Changing plan: An upgrade can be done in the billing portal and takes effect once the price difference is paid; for a downgrade, email support. A downgrade needs your registered devices to fit the smaller tier first. We do not delete or choose devices for you.

6.4 Price changes: we may change prices for future billing periods. We will email you at least 30 days before a change takes effect. If you do not agree, you can cancel before it does, and you will not pay the new price.

7. Renewal, failed payment and cancellation

7.1 Your plan renews monthly until you cancel.

7.2 Failed payment: if a renewal is not paid, the service continues for 14 days from the date the unpaid period began. More failed attempts do not extend that. If payment has still not arrived by then, we cancel the subscription, void the unpaid invoice, and your workspace is restricted.

7.3 Cancellation: you can cancel at any time in the billing portal. Cancellation takes effect at the end of the period you have paid for. You keep the service until then, and there is no grace period after it. Fees already paid are not refunded, except: (a) a consumer cancelling within 14 days (section 7.4); (b) where the law requires it; (c) if a payment reaches us after deletion of your workspace has started, we refund that payment in full.

7.4 Consumers: 14-day right to cancel. If you are a consumer, you may cancel a paid plan within 14 days of buying it, without giving a reason. The 14 days start the day after you complete checkout. Monthly renewals do not start a new 14-day period. (a) When you buy a plan you ask us to start the paid service immediately, within the 14 days. (b) If you cancel within the 14 days, we refund what you paid for that plan, minus a proportionate amount for the service provided up to the time you told us you were cancelling. (c) The right to cancel ends once the service for that period has been fully provided. (d) To cancel within the 14 days, email support@chirpcloud.co.uk with a clear statement that you are cancelling. You may use the model cancellation form in the annex to these terms; using it is optional. Cancelling in the billing portal only stops renewal; it does not by itself request a refund. (e) The free trial is not a paid plan. It costs nothing, and you end it simply by not buying a plan. Your 14 days relate to the paid plan, not to the trial.

8. Restriction, retention and deletion

8.1 Restriction. When your trial or paid service ends, we restrict the workspace: (a) you lose access to the ChirpStack interface and APIs; (b) all your API keys are deleted permanently; they are not restored if you pay again; (c) your devices are disabled and queued downlinks are removed; (d) your MQTT credentials are disabled. We email you when this happens. Restriction is carried out automatically and usually completes within minutes, but it can take longer if our systems are disrupted.

8.2 Retention. We keep your workspace's configuration (gateways, device profiles, applications and devices) for 30 days from the end of your trial or paid service ("retention period"). During this period your registered gateways may keep relaying other customers' devices.

8.3 Getting your workspace back. If you buy a plan before deletion starts, we restore the same workspace: your access, the devices that the restriction disabled, and your MQTT credentials. You will need to create new API keys.

8.4 Deletion. We email you at least 7 days before deletion. Your workspace is deleted on or after the later of (a) the end of the retention period and (b) 7 days after that email was sent. Deletion can happen later, for example if we are investigating your account, cannot confirm your billing status, or our systems are disrupted. Deletion removes your gateways, device profiles, applications, devices, API keys and MQTT credentials. Deleted configuration cannot be restored.

8.5 After deletion we keep a limited record (billing references, dates and the terms version you accepted, for 6 years for tax and accounting) and the identifiers of gateways with Basic Station certificates that may still be valid, so that nobody else can register them. Backups are overwritten within about 30 days. See the privacy notice for details.

8.6 Deleting your account. You can delete your account in the portal at any time. This cancels any subscription (section 7.3 applies to fees already paid) and deletes all workspaces you own immediately, without the retention period. It cannot be undone. If any of them has other members, remove them first or ask support to transfer it. Deleting your account also ends your membership of other workspaces; those workspaces are not affected. An account that neither owns a workspace nor is a member of one, and has not signed in for 12 months, is deleted automatically. We keep only the records in section 8.5 and the privacy notice.

9. Your responsibilities

9.1 You are responsible for your devices, gateways, payloads, keys and credentials, and for using the service lawfully. That includes having a lawful basis for any personal data your devices send (see the data processing agreement).

9.2 You must not: interfere with the service or other customers; send traffic designed to overload the service; attempt to access other customers' data; resell the service without our written agreement; or register gateways or devices you are not entitled to use.

9.3 Keep your login, two-factor codes, API keys, MQTT passwords and gateway certificate keys secret. Tell us promptly if you think one has been compromised.

10. Suspension

10.1 We may restrict your workspace immediately if we reasonably believe your use threatens the security or stability of the service or other customers, breaks the law or breaks section 9. Paying does not lift a restriction made for that reason. The retention and deletion rules in section 8 apply, but we will not delete a workspace while we are investigating it.

11. Your data

11.1 You own your data. We use it only to provide the service, as described in our privacy notice and data processing agreement.

11.2 Our data processing agreement forms part of these terms and applies where we process personal data on your behalf.

11.3 Export: while your service is active, you can download an export of your workspace's configuration from the workspace settings page in the portal. Access ends when the workspace is restricted (section 8.1). We can help you move to a dedicated ChirpCloud deployment, by agreement and on separate terms.

12. Liability

12.1 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 be limited by law.

12.2 Business customers. Sections 12.3 to 12.5 apply only if you are not a consumer.

12.3 We are not liable for loss of profits, revenue, business, goodwill or data, or for any indirect or consequential loss.

12.4 Our total liability under or in connection with these terms in any 12 months is limited to the greater of the fees you paid us in the 12 months before the claim and £100. This limit also applies to claims under the data processing agreement.

12.5 During the free trial the service is provided as is, and our total liability is limited to £100.

12.6 Consumers. If you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or failing to use reasonable care and skill. We are not responsible for loss or damage that is not foreseeable. If you use the service for any business purpose, we are not responsible to you for loss of profit, business, business interruption or business opportunity. Nothing in these terms limits your statutory rights, including your rights under the Consumer Rights Act 2015 or equivalent law where you live.

13. Changes to these terms

13.1 We may change these terms. We will email you at least 30 days before a change that affects you materially. If you do not agree, you can cancel before it takes effect; if you are a consumer, we refund any prepaid period after that date pro rata. If you keep using ChirpCloud after the change takes effect, the new terms apply.

13.2 Changes that do not affect you materially (for example corrections or clarifications) take effect when we publish them. Changes to subprocessors follow the data processing agreement.

14. Ending the agreement

14.1 You can end it by cancelling (section 7.3) or by deleting your account (section 8.6).

14.2 We can end it on at least 30 days' notice by email, and we refund any prepaid period after the end date. We can end it immediately if you seriously break these terms.

14.3 When it ends, sections 7.4, 8 (retention and deletion), 12 and 15 continue to apply.

15. General

15.1 These terms, the privacy notice and the data processing agreement are the whole agreement between us about ChirpCloud.

15.2 Neither of us is liable for delays or failures caused by events outside reasonable control.

15.3 You may not transfer this agreement without our consent. We may transfer it to another company in our group or to a buyer of the business.

15.4 Nobody else has rights under these terms under the Contracts (Rights of Third Parties) Act 1999.

15.5 Law and courts: these terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are a consumer, you also keep the protection of the mandatory laws of the country where you live, and you may bring proceedings in the courts of that country (in the UK: Scotland or Northern Ireland if you live there).

Annex: model cancellation form (consumers)

Complete and return this form only if you wish to cancel the contract.

To: Trackpac Ltd, trading as ChirpCloud, 167-169 Great Portland Street, 5th Floor, London W1W 5PF, United Kingdom; support@chirpcloud.co.uk

I/We (*) hereby give notice that I/We (*) cancel my/our (*) contract for the supply of the following service: ChirpCloud plan ……

Ordered on (*): ……

Name of consumer(s): ……

Address of consumer(s): ……

Email address used for the ChirpCloud account: ……

Signature of consumer(s) (only if this form is sent on paper): ……

Date: ……

(*) Delete as appropriate.