Terms and conditions

1. Who we are

Blueshade is the trading name of Blueshade Ltd, a company registered in England and Wales (company number to be confirmed), registered office to be confirmed. In these terms "we", "us" and "our" mean Blueshade Ltd.

You can contact us at [email protected] or through the contact form.

Our software and services are for businesses, such as hotels, guest houses, veterinary practices and other organisations. They are not offered to consumers. By signing up you confirm you are acting for a business and have the authority to accept these terms for it.

2. What words mean

Agreement

These terms together with your order (a quote, order form or proposal you accept). If they conflict, the order wins.

Software

Our hosted software: Blueshade PMS for Hotels, Blueshade PMS for Veterinary Practices, the Blueshade Hub helpdesk and client portal, and Blueshade RMM, including their apps, websites and booking pages.

Services

Anything else we do for you, such as set-up, data import, training, IT support and Microsoft 365 work.

Site

One hotel, practice or other location set up in the Software, with its own Site ID.

Users

The people you allow to sign in to your Sites.

Your data

Everything you or your Users put into the Software, including guest, client, patient and staff records.

3. Using this website

You may use blueshade.co.uk to find out about us, contact us and start a trial. Please don't try to break it, overload it, copy it wholesale or use it to send spam.

We try to keep the website accurate, but it is general information, not an offer. Prices and features on the website are a guide; your order sets out exactly what you get. The roadmap shows our plans, which can change, and is not a promise that a feature will arrive or arrive by a date.

If you send us a feature suggestion, you agree we can use the idea without paying for it or naming you.

4. Free trials

• A free trial gives you your own trial Site for 14 days, free of charge, with sample data if you ask for it.
• Trials are for trying the Software out. Please don't use a trial to run your business or to store real guest, client or patient records you can't afford to lose.
• A trial comes as it is, with no service levels and no guarantee it will stay available. We can end a trial early if it is being misused.
• When the trial ends, you can ask us to make it a live Site. Otherwise we keep the trial Site for 30 days after the trial ends and then delete it and its data.
• We'll send a few short emails during the trial. You can stop them with the link in each one.

5. Our software and services

We provide the Software as a hosted service: we run it on servers we manage in the UK, and you use it through a web browser. We give you a right to use the Software for your own business, for the Sites and number of Users in your order, for as long as the Agreement lasts. You don't buy a copy of the Software.

We will provide the Services with reasonable skill and care. If something we did isn't right, tell us and we'll put it right.

Some features help you run your business but don't make decisions for you. You remain responsible for your prices, your bookings, your clinical decisions, your records and meeting the rules that apply to your business, such as guest registration, veterinary medicines and controlled drugs rules.

6. Orders and how long they last

The Agreement starts when you accept an order, or when we first make a live Site available to you, whichever is first. Unless your order says otherwise, subscriptions run month to month and either of us can end them with 30 days' written notice.

If your order has a minimum term, it continues after that term month to month until either of us gives 30 days' notice.

7. Fees and payment

• You pay the fees in your order. Prices are in pounds sterling and exclude VAT, which we add at the current rate.
• We invoice subscriptions monthly in advance unless your order says otherwise. Invoices are due within 30 days.
• If an invoice is unpaid when due, we can charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. After reminding you, we can also disable your Sites until it is paid (see section 16).
• We can change our prices by giving you at least 30 days' notice. If you don't accept a change, you can end the Agreement before it takes effect.
• Fees paid to other companies, such as card processing, text messages, Direct Debit collections or channel commissions, are between you and them.

8. Accounts and sign-in

• Every User signs in with their own account. Don't share accounts or passwords.
• You decide who can sign in and what each User may do, and you are responsible for what your Users do in the Software.
• Keep passwords safe and turn on two-step sign-in where it is offered. Tell us straight away if you think an account has been misused.
• Remove a User's access when they leave your business.

9. Using the software properly

You agree not to, and not to let anyone else:

• use the Software for anything unlawful, or to store or send material that is unlawful, harmful or infringes someone else's rights;
• send spam or unwanted messages through the Software's email or text message features;
• try to get into parts of the Software, or other customers' data, that you are not meant to reach, or test its security without our written permission;
• copy, resell or rent out the Software, or try to work out its source code, except as the law allows;
• put the Software under unreasonable load, for example with automated tools, other than through the connections we provide.

10. Your data and UK GDPR

Your data belongs to you. We use it only to provide the Software and Services to you, to keep them secure, and as the law requires.

For personal data in your data, you are the controller and we are your processor under UK GDPR and the Data Protection Act 2018. We process it only on your instructions, keep it confidential, protect it with appropriate security, use other processors only under contract, and help you meet your obligations. Our data processing agreement sets this out in full and forms part of the Agreement. Ask us for a copy at [email protected].

You are responsible for having a lawful basis for the personal data you put into the Software and for what you tell your guests, clients and staff about it, including consent for marketing emails and text messages.

How and where we keep data, and how we back it up, is described on our Security and trust page.

We keep personal data you give us about yourself, for example when you contact us or start a trial, only as long as we need it, and you can ask to see or delete it.

11. Outside services

The Software can connect to services run by other companies, such as Booking.com and Expedia, door-lock systems, card terminals, Twilio text messages, GoCardless Direct Debits, IDEXX and Antech laboratories, and Xero, Sage or QuickBooks accounting.

• You choose which ones to switch on. Each needs your own account with that company, and its own terms apply between you and them.
• We aren't responsible for those services, their charges, or problems caused by them. We'll do our best to keep our connections to them working.
• Some connections need an agreement or certification with the provider before they can go live. Until then they run in test mode only.
• Health plan and insurance claim features are tools for your practice. Blueshade is not an insurer or a credit or payment provider. We don't collect or hold your clients' money, and we don't give insurance or financial advice. Collections are made by GoCardless into your own account.

12. Availability, support and changes

• We aim to keep the Software available at all times, but we can't promise it will never be interrupted. Any service levels we commit to will be in your order.
• We sometimes need to take the Software offline for maintenance. Where we can, we do this outside busy hours and tell you in advance.
• Support is available through the Blueshade Hub and by email, at the times in your order.
• We improve the Software all the time and may change how it looks or works. We won't make a change that significantly reduces what you've paid for without telling you first. If such a change harms you, you can end the Agreement for the affected Software.
• Our demo sites are refreshed with sample data every night. Don't put real information into them.

13. Who owns what

We (or our licensors) own the Software, the website and everything in them, including our names, logos, designs and documentation. Nothing in the Agreement transfers ownership to you.

You own your data and your own branding. You give us permission to use them only to provide the Software and Services to you.

14. Confidentiality

Each of us will keep the other's confidential information private and use it only for the Agreement. This doesn't cover information that is already public, that the other already had, or that must be disclosed by law. This lasts after the Agreement ends.

15. Our liability

• Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn't allow to be limited.
• Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss.
• Our total liability to you under or in connection with the Agreement in any 12 months is limited to the fees you paid us in the 12 months before the event that caused the claim.
• We aren't responsible for delays or failures caused by events outside our reasonable control, such as a failure of the internet or power networks, or a problem with an outside service.
• You should keep your own copies of anything essential, such as reports you are required to keep. You can export your data at any time.

16. Disabling an account

We can disable a Site, or a User's access, if fees are overdue after we've reminded you, if we reasonably believe the Software is being misused or an account has been compromised, or if we must by law. Disabling stops sign-in but keeps your data. Where we can, we'll tell you first, and we'll switch it back on as soon as the reason has gone.

17. Ending the agreement and leaving

• Either of us can end the Agreement by notice as described in section 6.
• Either of us can end it straight away by written notice if the other seriously breaks it and doesn't put it right within 30 days of being asked, or becomes insolvent.
• Before the end date you can export your data, or ask us for an export.
• When the Agreement ends, your Sites are disabled. We then take a secure archive copy of each Site's data and delete the Site from our live systems. We keep the archive copy only as long as we need it for legal or recovery purposes, and we'll tell you how long if you ask.
• Fees already due remain payable. Sections 7, 10, 13, 14, 15 and 19 continue after the end.

18. Changes to these terms

We may update these terms, for example when we add features or the law changes. We'll show the date of the latest version at the top of this page, and email you about significant changes at least 30 days before they apply to an existing Agreement. If you don't accept a significant change, you can end the Agreement before it takes effect.

19. Disputes and the law

If you have a complaint, please tell us first at [email protected]. We'll try to sort it out quickly and fairly.

These terms and any dispute about them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

If any part of these terms turns out to be unenforceable, the rest still applies. Not enforcing a right straight away doesn't mean we've given it up. Neither of us may transfer the Agreement without the other's agreement, which won't be unreasonably refused. Nobody else has rights under it.