Terms of Service

Plain-language where possible, precise where it matters. The headline commitments: your data is yours, exports are free, and the service level is written down.

§ 1The agreement

These Terms of Service (the "Terms") govern access to and use of the RainerQMS software-as-a-service platform (the "Service") provided by Rainer Technologies ("Rainer"). By executing an order form referencing these Terms, or by using the Service, the subscribing organization ("Customer") agrees to them. If you are accepting on behalf of an organization, you represent that you have authority to bind it.

§ 2The service

Rainer will (a) provide the Service materially as described in the documentation, (b) not materially degrade the Service during a subscription term, (c) provide support per the Customer's plan, and (d) meet the uptime commitment of the applicable plan (99.9%, or 99.95% for Enterprise), measured monthly and excluding scheduled maintenance announced in advance.

§ 3Accounts and responsibilities

Customer is responsible for: provisioning users accurately (including designating read-only users honestly), safeguarding credentials, the accuracy of data entered by its users, and using the Service in compliance with law and the Acceptable Use Policy, which is incorporated by reference.

§ 4Subscriptions, fees and taxes

• Fees are per user, per month, at the rates in the order form; read-only users are billed at the reduced rate stated in the order form.
• Subscriptions are annual by default and renew automatically unless either party gives 30 days' notice before renewal. Monthly billing, where offered, is priced in the order form.
• Invoices are due net 30. Fees are exclusive of taxes; Customer bears applicable VAT/GST/sales taxes.
• Users may be added mid-term at a prorated charge; committed counts may be reduced only at renewal.

§ 5Customer data

Customer owns its data. Rainer claims no rights in Customer content beyond the limited license to host and process it to provide the Service. Personal data is processed under the Data Processing Agreement. Aggregated, de-identified operational metrics (e.g. feature usage counts) may be used to improve the Service; they will never identify Customer or any individual, and customer records are never used to train machine-learning models.

§ 6Intellectual property

Rainer owns the Service, its software and all related IP. Customer receives a non-exclusive, non-transferable right to use the Service during the subscription term. Feedback may be used without obligation, but never in a way that discloses Customer's confidential information.

§ 7Confidentiality

Each party will protect the other's confidential information with at least the care it applies to its own (and no less than reasonable care), use it only to perform under these Terms, and disclose it only to personnel and advisors under equivalent duties. This clause survives termination for five years; trade secrets, for as long as they remain trade secrets.

§ 8Warranties and disclaimers

Rainer warrants that the Service will perform materially as documented and that it uses industry-standard measures against malicious code. Except as expressly stated, the Service is provided "as is"; Rainer disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement. RainerQMS supports regulatory compliance but does not itself confer accreditation or regulatory approval — responsibility for Customer's compliance outcomes remains with Customer.

§ 9Limitation of liability

Neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenues. Each party's aggregate liability under these Terms is capped at the fees paid or payable by Customer in the 12 months preceding the event giving rise to liability. These caps do not apply to Customer's payment obligations, either party's confidentiality breaches, IP infringement, or amounts that cannot be limited by law.

§ 10Term, suspension and termination

Either party may terminate for material breach uncured 30 days after written notice. Rainer may suspend the Service for serious security risk or violation of the Acceptable Use Policy, with notice where practicable. On termination, Customer may export all of its data — records, documents, files and audit trail — in open formats, at no charge, for 60 days. Thereafter Rainer deletes Customer data per the DPA.

§ 11Changes

Rainer may update these Terms with 30 days' notice; changes apply from the next renewal unless Customer's continued use after notice indicates earlier acceptance of non-material changes. These Terms are a controlled document — the revision history is available on request.

§ 12Governing law

These Terms are governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules, and the parties submit to the exclusive jurisdiction of its courts — unless an order form specifies a different law and venue for Customer's region.

§ 13Contact

Contract questions: legal@rainerqms.com.