Terms of Service

Last updated: 23 November 2023

How These Terms Work

Thank you for visiting Count.

In these Terms, we or us means Count Technologies Ltd. We provide Count, a data collaboration tool that helps users explore data and share it with others, which we provide through our website at count.co (the Site). These Terms set out the terms and conditions on which we make our Site available, and on which we make Count available to registered users. By using the Site or Count you agree to these Terms.

Summary

Full details are set out in the relevant sections of these Terms below, but keeping it brief:

  • we will make Count available to you based on the subscription model you've taken out;
  • we rely on you to make sure that any authentication method you use to log into Count remains secure;
  • any data you submit to Count (which we defined as Your Content) is yours. We don't own it, we don't control it, we don't use it for our own purposes and we don't even look at it unless you need us to in connection with a support query. If you close your account, Your Content will automatically be deleted. The servers on which we store Your Content are located in the European Union;
  • we are a data processor in relation to Your Content and our Data Processing Annex contains additional provisions required by law to ensure Your Content is secure and protected;
  • you must not use Count for any unlawful purpose, and must ensure that if you upload or share Your Content you do so lawfully (and in particular without breaching applicable law, anyone else's rights, or any applicable licence terms);
  • you can close your account whenever you like, but pre-paid subscription fees are not refundable;
  • our liability to you is subject to certain limitations and exclusions. In particular, since we don't provide a data back-up service, we are not liable to you for data loss (and you should ensure Your Content is backed up).

Other relevant pages you might want to look at are:

  • Our Privacy Notice, which describes how we make use of personal data received from users of our Site, and also explains our use of cookies; and
  • Our Documentation, which explains all sorts of additional details about how you can use Count (how you can connect data, how different users might be assigned different levels of access to a Workspace within Count, etc.).

Registration

Registration. You can register as a user of Count here. To register (and to log in) you will need to create a user account, which will be authenticated either through email (we will send you an email containing a one-time code allowing you to log in) or through the credentials associated with a third-party account (such as your Google account, or any other forms of authentication we might build into Count from time to time). User accounts can be assigned different roles (the highest being the Workspace Owner, who will be responsible for payment as well as ownership of the relevant workspace within Count). Different user roles will have different permissions in relation to content uploaded to Count, and access to different features. More information is available in our Documentation.

Security. You should keep your account (and any third-party account you use to authenticate, or receive credentials for, your access to Count) secure, and not allow anyone else to use your account. If any activity takes place on your account, or any content is uploaded through your account, then you are responsible for it. You must let us know immediately if you discover or suspect that someone else has accessed your account.

Subscriptions and renewal. We offer access to Count on the basis of fixed-term subscriptions, priced on the basis of team size and any additional features such as additional storage. Further information is available on our pricing page.

Your subscription will have a fixed term and will renew automatically at the end of each fixed term for a further fixed term. If you do not wish to renew your subscription with us, you must notify us prior to the renewal date.

Payment. You must pay the applicable subscription fee (if any) in advance, subject to any credits which we may have applied to your account. You can make payment by following the instructions on the Site. We do not collect or process your credit or debit card details when you make payments through the Site, but these will be received by our payment processing service providers as described in our Privacy Notice. If we have not received payment by the due date, and without prejudice to any of our other rights and remedies we may, without liability to you, disable your account and your access to all or part of Count and/or the Site and we will be under no obligation to provide any such access while the subscription fees remain unpaid.

Changes to our subscription model. We may withdraw or change any subscription model and/or fee at any time. This will not affect any subscription that you have already paid for. We will inform you of any changes so that you can choose whether or not to cancel your subscription before it next renews.

Using Count

Our obligations. We will make Count available to you in accordance with these Terms, and incorporating the product features described on our Site.

Your obligations. When you use Count:

  • you confirm that you are authorised to enter into a contract with us on these Terms, and to conduct any activities which you may conduct through your account. This means in particular that if you are an individual you are over eighteen years old and that if you are opening an account on behalf of a company or other business you are authorised by that business to act on its behalf;
  • you confirm that you are using Count for professional or academic purposes and not as a consumer;
  • you may only use Count for lawful purposes. You may not use it in any way that breaches any local or international law, for the purposes of fraud, or to transmit unsolicited advertising or spam;
  • any information you submit at any time (whether registering for an account with us or otherwise) must be true and not misleading;
  • while we may pre-moderate user-submitted content, we are not obliged to do so and are ultimately not responsible for it. If you see something which you think is in breach of any of the Terms (see below for some suggestions as to what this might include), please report it to us;
  • you must not misuse Count or our Site by introducing viruses or other malicious code to them or to our systems, nor try to gain unauthorised access to them, to any related systems or servers or to any related source code. You must not attack Count through DDOS or otherwise. As you probably know, breaching this provision would be a criminal act, which may oblige us to report you to law enforcement and provide them with such information as we may have about you;
  • you must use our Site honestly. For example, you should not impersonate anyone else, misrepresent your affiliation with any entity, or attempt to disguise the origin of content submitted to the Site; and
  • you must not use any bots or other programs to crawl or scrape data from Count or our Site.
  • you will not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Count in any form or media or by any means.
  • (except as may be allowed by any applicable law which is incapable of exclusion) you will not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
  • you must not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit, Count or the Site or make Count or the Site available to, any third party (save for allowing users to access the workspace created by an authorised user).

Support. We provide ad-hoc support via our instant messaging service and will use our reasonable efforts to resolve issues which you raise with us. Further levels of support can be arranged on a commercial basis.

Intellectual Property Rights and Your Content

Rights in our content. The intellectual property rights in all of the content on and in our Site belong either to us or to whomever licensed that content to us. You may not copy or make any use of that content without having first obtained our permission or permission from whomever owns the relevant intellectual property rights. Uses which are expressly permitted by law (for instance, if you print off a copy of some of our Documentation for your personal reference) are however allowed. If you would like to make any use of any of our content then please contact us and we can discuss this with you.

Rights in Your Content. Count lets users submit content — i.e. data, text, images and other content, all of which we call Your Content. When you submit Your Content you are granting a licence to us as necessary to host it and make it available to you, to other users to whom you have chosen to make it available (like your team members with access to your workspace or notebooks) and to anyone with whom you have shared a link to the workspace or notebook featuring Your Content. If you choose to delete your workspace and close your account with Count then we will delete Your Content within thirty (30) days.

Content standards. We require (and you agree) that Your Content will meet certain standards. In particular, you will ensure that:

  • you have all necessary rights and permissions to upload Your Content and allow us to make it available as described in this section without infringing any third party's rights (whether that means infringing their intellectual property rights or sharing private or confidential information without their permission);
  • your Content will be lawful and will not be defamatory, obscene, abusive, discriminatroy, or otherwise offensive; and
  • any statements you make in, or in connection with, Your Content will be true and not misleading.

We reserve the right, without liability or prejudice to any other rights we may have, to disable your access to any material that breaches this provision.

Personal Data. If Your Content contains any personal data (as defined in the UK General Data Protection Regulation, the UK's Data Protection Act 2018 or any successor laws applicable in the UK) (the Data Protection Laws) then in relation to that personal data you will be a data controller and we will be a data processor, and the Data Processing Annex set out below will apply to our processing of that personal data. The servers on which we store Your Content are located in the European Union.

Compliance with Data Protection Laws. You are responsible for ensuring that the inclusion of personal data in Your Content is compliant with all applicable requirements of the Data Protection Laws or any other laws which may be applicable to you. While we will comply with the Data Protection Laws, we do not warrant that Count is compliant with any specific laws in your territory which might impose additional protections in relation to particular kinds of information, and you must not upload to Count any personal data or other information in contravention of those laws. In particular, any patient or medical information which is subject to HIPAA should not be uploaded.

Sharing Your Content. You acknowledge that if you forward a link to Your Content, you are, by doing so, sharing Your Content and giving the recipient access to it. You must ensure that any sharing is lawful and does not infringe any third party rights or breach any contract (for example, if any data comprised in Your Content is licensed to you, you must ensure that any sharing is within the scope of your licence). Any licences granted by you to recipients of Your Content are your responsibility. We do not accept any responsibility for enforcing those licences or for policing any infringements of Your Content.

Confidentiality. Your Content is confidential unless you choose to publish or share Your Content. Count does not provide any public search function, catalogue or listing to find data or files that its users have uploaded. Our employees (who are all subject to written obligations of confidentiality) may potentially examine Your Content in connection with customer support and bug-fixing requested by you. Otherwise, we will not examine Your Content without your consent unless we are properly required to by applicable law.

Security of Your Content. Subject to our own obligations of confidentiality to you, you are responsible for the security of Your Content. Since your access to Count may be authenticated through your other accounts (like your Google or email account) we strongly recommend you use strong passwords and take advantage of any security features available in relation to those accounts (such as two-factor authentication). You are responsible for ensuring that any password or authenticator is suitably secure and is not disclosed, lost or misused. You must let us know immediately if you discover or suspect any unauthorised access to Your Content.

Removal of Your Content. You are free to remove Your Content from Count whenever you like. Likewise, we may remove or suspend access to Your Content at any time without notice, and in particular may do so if we have reason to believe that Your Content does not meet any of the requirements set out in these Terms.

Other users' content. We are not able to monitor or control the content submitted to Count. Any use of or reliance on any content posted on Count is at your own risk. We do not warrant the completeness, truthfulness, accuracy, or reliability of any content on Count. You recognise that by using Count, you may be exposed to other users' content that may infringe our content standards. Although we may act to remove content where possible (and where we have been notified of any problem) we are not liable for it or for any use of it.

Metric data. We may monitor the use of Count using metric tools in order to provide us with insights into the user experience. For example, we might monitor which Count features are being used by particular organisations or users, how often particular users are active, whether users are completing or dropping from particular flows (like sign-up or configuration flows), how long it takes users to adopt new features or how quickly features are abandoned. All arising metric data will belong to us. To be clear: this monitoring activity will never involve us seeing any of Your Content. For example: our metric data might tell us that a user's notebook contains a number of image files or charts, which helps us know how often those features are used, but it will not show us the contents of an image or chart.

Termination

Termination by you. You may terminate any contract between you and us on the Terms and close your account by written notice to us at any time unless you have signed a fixed term contract with us. You should note that termination of your contract with us will not entitle you to any refund of any prepaid fees.

Termination by us. If you are in breach of the Terms, we may take any of the following actions:

  • issuing you with a written warning specifying the breach and requiring its remedy;
  • suspension or permanent withdrawal of your account and your use of Count;
  • removal of Your Content;
  • termination of any contract between you and us on the Terms;
  • taking legal action against you; or
  • disclosing your personal information to law enforcement authorities.

We also reserve the right to terminate any contract between you and us, and/or suspend or terminate your account, by written notice to you at any time. We will try to give you reasonable notice, and ensure that an appropriate proportion of any prepaid fees are returned where we have terminated without cause. However, nothing in our relationship with you guarantees your continued use of Count.

Effect of Termination. Termination of the contract between you and us will not affect any rights or remedies of the parties in existence at the time of termination. For instance, if at the time of termination one of us owes the other any sums, then they will still be owed. Any of the Terms which expressly or impliedly survive termination will continue in force. Any termination of your account may result in the deletion of Your Content. If you wish to export Your Content prior to termination, please contact us (more on this in our Documentation).

Our Liability to You

We provide a platform for data collaboration. Because our role is limited, and we don't control the use of our platform or the value of data shared, we limit and exclude our liability to an appropriate degree. This section explains the ways in which our liability to you is limited and excluded.

  • Where we don't limit or exclude our liability. We do not limit or exclude our liability for anything for which we cannot lawfully limit or exclude our liability. For example, we do not limit our liability for death or personal injury caused by our negligence, or for fraud. This statement takes priority over the rest of the Terms.
  • No implied terms. We provide access to the Site and to Count on these Terms alone. To the fullest extent permitted by law, we expressly exclude any and all conditions, warranties and other terms which might otherwise be implied by statute, under common law, or otherwise.
  • We're at the mercy of the Internet. You understand that there is some inherent instability in communications networks and that we may need to take down or maintain our Site from time to time. You accept that access to our Site is permitted on a temporary basis and we will not be liable if it is unavailable for any reason. At the same time, the Site and Count are provided "as is" and without any warranty. For example, while obviously we do our best to correct defects, we do not warrant that either will be uninterrupted, free from errors, or free from viruses or malicious code.
  • Third parties. We are not responsible or liable for the actions of third parties or your interactions with them. Third parties may include, for example, other users of Count, third party service providers who are linked from our Site, social media service providers or the providers of any device or software which you use to access our Site or Count.
  • No indirect or consequential loss. We expressly exclude any liability for any indirect or consequential loss, damage, costs or expenses incurred or suffered by you in connection with your use of our Site. We are not liable for losses, damages, costs and expenses that are not foreseeable to both you and us at the time you open your account with us or which are not caused by our breach.
  • No liability for certain kinds of loss. We expressly exclude any liability for any loss, damage, costs or expenses incurred or suffered by you (in each case whether direct or indirect) if that liability comes within one of the following categories: wasted expenditure, loss of business, loss of revenue, loss of contract, loss of reputation, or loss of profit. In short, we are not liable for business losses.
  • Data loss. You are at all times responsible for preserving your own data and files, and that includes creating your own 'backup' files. Count is not a backup service and we have no responsibility if you fail to retain a copy of your data, lose the data, corrupt it or accidentally delete it. Although we do not provide a backup service, it is possible that we may have some backups for our own operational purposes so if you do lose data you can always contact us to ask whether we might be able to restore it.
  • Cap on liability. Our total aggregate liability to you in connection with your use of Count will be limited in all circumstances (whether arising in tort, negligence, misrepresentation, breach of contract or otherwise) to a maximum sum equal to the Fees derived by us from your use of our Site during the twelve (12) months prior to the event giving rise to our liability.

Indemnity

If we are subject to any third-party claim as a result of your breach of any of your obligations under the Terms, or as a result of your negligence, misrepresentation or other wrongful act, by you or any of your authorised users then you will indemnify us against that claim. Indemnifying us means you will indemnify us and hold us harmless against all costs, expenses, losses, damages or liabilities suffered or incurred by us as a result of or in connection with that third-party claim, including (without limitation) any legal and professional fees. You also agree to provide us with all reasonable assistance and information we may request from you in order to enable us to defend and settle the claim and mitigate our (and your) liability.

Links

Linking to our Site. You can link to our Site provided that you do so in a way that is fair and legal. You may not link to our Site in order to damage or take advantage of our reputation or to suggest any false form of association, endorsement or relationship between you and us. You may not "hotlink" to our Site or to any content on it, nor embed or frame any part of our Site or any such content on any other site. If we ask you to stop linking to our Site then you must do so immediately.

Third party links. Our Site contains links to various third party sites and resources. We have no control, and are not responsible for, any data, content or services provided by third parties.

Revisions

We may revise these Terms at any time. You should check our Terms for changes from time to time, but if the revisions are material then we will notify you of them using the contact details you have provided to us or by messaging your account. By continuing to use our Site or Count you will be accepting our revised Terms.

General Legal Provisions

Severance. If any court or competent authority determines that any provision or part-provision of the Terms is invalid, unlawful or unenforceable then that provision or part-provision will be severed from the rest of the Terms, which will continue in full force.

Entire agreement. The Terms constitute the entire agreement between you and us relating to your use of the Site and Count. You acknowledge that you have not entered into any contract with us on the basis of any representation or warranty that is not set out expressly in the Terms.

Waivers. Our failure to enforce any provision of the Terms will not constitute a waiver of your breach of that provision.

Assignment. Any contract between you and us made on the Terms is personal to you, and you may not assign, transfer, sub-contract or otherwise deal in any of your rights and responsibilities under the Terms.

Third Party Rights. A person who is not a party to any contract under these Terms will not have any rights to enforce any of them.

Governing law. The Terms and any contract between you and us on the Terms are governed by the laws of England and Wales.

Disputes. If any dispute arises between you and us in connection with your use of our Site or Count, then you and we will attempt to resolve that dispute through discussion. If we are unable to resolve the dispute by discussion, then the courts of England and Wales will have exclusive jurisdiction over any claim. If you are not resident in England or Wales then we reserve the right to bring proceedings against you in any court in your country of residence.

Contact Us

If you have any questions, comments or requests regarding the Terms or any concerns about any material featured on our Site, please contact us at hello@count.co or use the "contact us" form or button on our Site.

Count Technologies Ltd is a company formed under the laws of England & Wales with registration number 10061321 and its registered office address at Hill House, 1 Little New Street, London, United Kingdom, EC4A 3TR. We are registered with the ICO as a data controller under number ZA782595.

Last updated 24.05.2022

Data Processing Annex

This Data Processing Annex applies when, in the course of providing Count and hosting Your Content, we are acting as your "data processor" under applicable Data Protection Laws. This Annex is supplemental to our Terms of Use and the definitions in our Terms of Use apply in this Data Processing Annex.

Definitions

In this Annex data controller, data processor, processing and personal data all have the meanings given in the Data Protection Laws.

Data Protection Obligations

Both you and we will comply with all applicable requirements of the Data Protection Laws.

For the purposes of the Data Protection Laws, you are the data controller and we are the data processor in relation to any personal data comprised in Your Content. The section below sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

We shall, in relation to that personal data:

  • process the personal data only on your written instructions or as required by any law to which we are subject (in which case, we will inform you of the relevant law to the extent we are lawfully able to do so);
  • have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of, accidental loss or destruction of, or damage to, the personal data;
  • ensure that all personnel who have access to and/or process the personal data are obliged to keep them confidential;
  • not transfer the personal data outside of the European Economic Area unless with your prior written consent, as required by law, subject to a safeguard permitted under the Data Protection Laws or to a country in respect of which the European Commission has made an adequacy determination;
  • assist you in responding to any request from a data subject and complying with your obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case subject to the payment of our reasonable fees (which we will agree with you);
  • at your written direction delete or return the personal data on termination of the services to which their provision relates (in practice, this will be managed by you using the features of Count to manage and delete Your Content, or by us agreeing to provide data export support subject to the payment of our reasonable fees which we will agree with you. Unless instructed otherwise, Your Content will be deleted within thirty (30) days after account closure); and
  • maintain records and information to demonstrate our compliance with this Annex and allow you to audit our compliance (provided such audit is conducted in such a manner to minimise disruption to our business, on reasonable notice, at your cost and subject to your payment of our reasonable fees).

We may appoint sub-processors of the personal data but shall ensure that we do so under a written agreement incorporating terms which are equivalent in their effect to those set out in this Annex.

Details of Processing

  • Scope and nature of processing. We may process personal data contained in Your Content in the course of providing our Service to you, which means accessing, receiving, storing, creating and transmitting personal data.
  • Purpose of processing. The provision of Count to you.
  • Duration of the processing. For the duration of the provision of our Service.
  • Types of personal data and categories. Such personal data as may be contained in Your Content, over which we have no control and which may therefore contain such personal data relating to such data subjects as you may determine (including if applicable special categories of personal data).

Last updated: 23 November 2023