Terms of Service

About these terms

These terms are an agreement between Change8 Ltd ([[TO CONFIRM: full registered company name]], company number [[TO CONFIRM: company registration number]], registered office [[TO CONFIRM: registered office address]]), referred to as "Change8", "we" or "us", and you.

They cover your use of the Data Migration Agent, the web application, its API and any related services (the "Service"). If you create a workspace or use the Service on behalf of an organisation, "you" means that organisation, and you confirm you have the authority to bind it.

By creating a workspace, or by signing in after we update these terms and choosing to accept them, you agree to them. We record which version you accepted and when.

The Service

The Service moves data between IFS and PostgreSQL. You design migrations on a canvas and they run on a queue. Each organisation gets its own workspace, held in its own isolated database schema.

The Service is offered on a Free plan, which anyone can sign up for, and an Enterprise plan, which we set up with you. The limits that apply to your organisation are shown on its plan page in the application.

Your account and your organisation

• Give us accurate information, and keep it up to date.
• Each organisation has an Owner, who is responsible for it, for the people it adds, and for what they do in the Service.
• Keep your sign-in details secret. You are responsible for activity under your account, and you must tell us promptly if you think someone else has got in.
• Do not share an account between people. Add each person as a member instead.

Acceptable use

You must not:

• use the Service to break the law, or to process data you have no right to process;
• connect it to a system you are not authorised to access, or use credentials that are not yours to use;
• try to get into another organisation’s workspace, or to find or exploit weaknesses in the Service without our written permission;
• overload, disrupt or reverse engineer the Service, or use it to build a competing product;
• use it to send spam or malicious content, or to attack any other system.

Your data and your systems

You keep all rights in the data you put through the Service, including data read from your IFS environment and data you migrate. We claim no ownership of it.

You give us the permission we need to process it, and only to provide the Service to you. How we handle personal data in it is set out in the Privacy Policy and, where we act as your processor, the Data Processing Agreement.

The Service reads from and writes to your live systems when you tell it to. You are responsible for deciding what is migrated, for testing a migration before running it against a production system, and for keeping your own backups. We cannot undo a change that has been made in your IFS environment.

You give us credentials to connect to your IFS environment. We store them encrypted and use them only to carry out the work you ask for. You confirm you are entitled to provide them.

The AI assistant

The Service includes an AI assistant. It works by sending what you type, and some information about your workspace, to a third-party AI model provider. What is sent, and to whom, is described in the Privacy Policy and on the subprocessor list. Do not put into the assistant anything you are not allowed to share with that provider.

The assistant’s suggestions, including generated SQL, field mappings and explanations, can be wrong. They are suggestions and not advice. Review anything it produces before you rely on it or run it, and remember that you are responsible for what is run against your systems.

Plans, limits and charges

The Free plan is free of charge. It has limits, including on the number of members and on how much you can migrate each month. When you reach a limit, the parts of the Service it covers stop working until you are under it again or we agree new limits with you. Your existing data is not deleted because you have reached a limit.

We may change the limits that apply to the Free plan. We will give you [[TO CONFIRM: notice period for changing plan limits]] before a change that reduces what you can do takes effect.

We do not currently take payment for the Service. If that changes, billing and refund terms will be added to these terms and shown to you, and you will be asked to accept them before any charge applies to you. Nothing is charged to you without that.

Enterprise plans, and any limits agreed for your organisation, are set up by us and may be recorded in a separate agreement, which takes precedence over these terms where they conflict.

Availability and support

We work to keep the Service running, but it is provided as it is available. [[TO CONFIRM: whether the Free plan carries any uptime or support commitment, and if not, the sentence that says so]] We may change or improve the Service, and may occasionally take it down for maintenance.

Our intellectual property

We own the Service and everything in it, other than your data. You get a personal, non-exclusive, non-transferable right to use it, for your own organisation’s purposes, for as long as these terms apply. If you give us feedback we may use it without restriction.

Confidentiality

Each of us will keep the other’s confidential information confidential and use it only for the purposes of these terms, except where the law requires disclosure. [[TO CONFIRM: counsel to confirm the confidentiality clause, its exceptions and how long it lasts]]

Privacy and data protection

Our Privacy Policy explains how we use personal data as a controller, for example your account details. For personal data contained in the data you migrate, you are the controller and we are your processor. The Data Processing Agreement, which the Owner of an organisation can accept from within the Service, applies to that processing.

Suspension and ending

You can stop using the Service at any time. We can suspend or end your access if you break these terms, if your use puts the Service or other customers at risk, or if we are required to by law. Where we reasonably can, we will tell you first and give you the chance to put things right.

When your workspace ends, you will be able to export your data for [[TO CONFIRM: export window after ending]], after which we will delete it, subject to any backup cycle and anything we are required by law to keep. [[TO CONFIRM: align with the tenant offboarding process (CDMT-1650) once it is defined]]

Warranties and liability

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

[[TO CONFIRM: counsel to draft: disclaimer of warranties, exclusion of indirect and consequential loss, the cap on liability and its amount, and the indemnities each way. The Free plan, being free of charge, will usually carry a lower cap than a paid one.]]

Changes to these terms

We may update these terms. Each version has a date, and the version in force is shown at the top of this page. When we change them we will ask you to accept the new version the next time you sign in, and we record that you did. Earlier versions are available on request.

General

These terms, with the documents they refer to, are the whole agreement between us about the Service. If a part is unenforceable the rest still applies. They are governed by [[TO CONFIRM: governing law and courts]].

Contact

Questions about these terms, and legal notices, go to [[TO CONFIRM: legal notices contact email]].