Terms of Service

1. Introduction – "What We're Trying to Do"

We at Dcentrica are on a mission to decentralise company life at digital agencies, software studios, and in‑house web‑delivery teams: A life which experience tells us is characterised by role-based silos and poor communication.

Metaport is built for teams so everyone; devs, PMs, Leads, and Management, gets the same view of:

• Project and organisation maintenance‑risk exposure
• Strategic maintenance planning
• Current maintenance state of each project, including:
  • - Applications/websites that are end‑of‑life (EOL)
  • - Applications/websites that contain vulnerable (at‑risk) software
  • - Applications/websites with expiring SSL certificates

These Terms of Service ("Terms") describe Dcentrica's commitments to you, and your rights and responsibilities when using our products and services. Please read them carefully and contact us with any questions, suggestions, or requests for clarification.

2. Acceptance of Terms

1. By accessing our website(s) (any website located at/on a domain owned by Dcentrica) or using Metaport (the "Products" and "Services"), you agree to be bound by these Terms, any applicable Service Level Agreements (SLAs), and all other policies we publish from time to time (collectively, the "Agreement").
2. If you do not agree with any part of the Agreement, you must stop using the Services immediately.

3. Definitions

4. Open‑Source License

Metaport Community Edition is released under the AGPL-3.0 License. You may:

1. Use the software commercially.
2. Modify the source code.
3. Distribute original or modified versions.
4. Use it privately.

Conditions

• Include the original copyright notice and the full AGPL-3.0 licence text in all copies or substantial portions of the software.
• Do not use the name "Dcentrica" or "Metaport" to endorse or promote derived products without prior written permission.

The complete licence text is available at: https://opensource.org/license/agpl-3-0.

5. Specific Service Terms

5.1 Services Offered

• getmetaport.com and app.getmetaport.com enable your team(s) to manage strategic information derived from data you provide (directly or indirectly) about your websites and software applications.
• Free Subscriptions (Free Service) – limited number of users and websites or applications per account (caps and limits may be changed with notice).
• Paid Subscriptions – provide higher user/application limits, additional features, and optional SLAs (caps and limits may be changed with notice).

5.2 Managed Services

• Managed Services are provided "as‑is" and "as‑available."
• Dcentrica retains the right to modify, suspend, or discontinue any feature at any time, provided we give reasonable notice (at least 30 days for non‑critical changes).
• Support is provided in accordance with any applicable SLA (if one is attached to your subscription).
• Fair‑use policy – you may not use the Services in a manner that unreasonably degrades performance for other users; repeated excessive usage may result in throttling or suspension.

6. Fees, Billing, and Cancellation

1. Payment – By subscribing to a Paid Service you agree to pay all fees displayed at the time of purchase. Fees may be:
   • One‑time (e.g., setup or onboarding fees)
   • Recurring (monthly, quarterly, or annual)
   • Revenue‑share or usage‑based (e.g., per‑scan, per‑API‑call)
2. Billing Cycle – After any trial period, recurring payments are prorated and paid at the end of the current billing period and will auto‑renew unless you explicitly cancel in accordance with Section 7.
3. Cancellation – You may cancel any Paid Service through the Metaport app (Account → Subscriptions → Cancel) or by emailing support@dcentrica.com.
   • Cancellation is effective at the end of the current billing period; you will not receive a refund for the remainder of that period unless required by law.
   • For the Free Service, no cancellation is required; you may simply stop using the product.
4. Refunds – Refer also to our dedicated Refunds page.
   • Dcentrica Solutions Limited offer a 30‑day money‑back guarantee. If you are not satisfied with the service for any reason, you may request a full refund within 30 days of purchase. Refunds are processed in full; no fees or usage‑based deductions will be applied.
   • To request a refund, email support@dcentrica.com along with your order number. We will process the refund to the original payment method within 5‑7 business days.
   • This policy mirrors Paddle's standard refund policy and is provided in compliance with Paddle's merchant‑of‑record requirements.

7. Your Responsibilities

You must:

1. Provide accurate, complete, and up‑to‑date information when creating or maintaining your Account.
2. Secure your login credentials and promptly notify us of any unauthorised use.
3. Use the Services lawfully and in compliance with all applicable local, national, and international laws, including data‑privacy regulations (e.g., the New Zealand Privacy Act 2020, GDPR, CCPA).
4. Not:
   • Upload malicious code or viruses;
   • Attempt to reverse‑engineer, decompile, or disassemble the Services;
   • Interfere with the integrity or performance of the Services;
   • Infringe any third‑party rights.

8. Termination

1. By You – You may terminate your Account at any time by (i) cancelling any Paid Service (Section 6) and (ii) requesting account deletion by sending an email to support@dcentrica.com.
2. By Dcentrica – We may terminate or suspend your Account immediately if you:
   • Breach any provision of these Terms;
   • Engage in fraudulent, abusive, or illegal activity;
   • Fail to pay any undisputed fees after a 14‑day written notice;
   • Violate our Fair‑Use Policy.
3. Upon termination, all licensed rights to the Community Edition revert to the AGPLv3 licence; any Paid Service access ends, and we may delete your data after a 30‑day grace period (you will be notified).

9. Intellectual Property

• The Metaport name, logo, trademarks, and all non‑open‑source website content are owned by Dcentrica Solutions Limited ("Dcentrica").
• Community Edition code is licensed under AGPLv3 (see Section 4).
• All User‑Generated Content remains your property, but you grant Dcentrica a worldwide, royalty‑free, sublicensable, perpetual licence to use, host, store, reproduce, modify, and display the Content solely for the purpose of providing the Services.

10. Limitation of Liability

1. To the maximum extent permitted by law, Dcentrica's total aggregate liability for any claim arising out of or relating to these Terms shall not exceed the amount you paid to Dcentrica for the Services in the 12 months preceding the claim.
2. Dcentrica shall not be liable for any:
   • indirect, incidental, special, consequential, or punitive damages;
   • loss of profits, revenue, data, or use;
   • damages arising from third‑party services, integrations, or user‑generated content.
3. The limitations in this section apply even if Dcentrica has been advised of the possibility of such damages.

11. Feedback

When you submit comments, ideas, suggestions, or other feedback ("Feedback") to Dcentrica:

• You grant Dcentrica a non‑exclusive, irrevocable, royalty‑free, worldwide licence to use, reproduce, modify, distribute, and otherwise exploit the Feedback without any compensation or attribution to you.
• You represent that you have all rights necessary to grant this licence.

12. Indemnification

You agree to defend, indemnify, and hold harmless Dcentrica, its affiliates, officers, directors, employees, contractors, and licensors (collectively, the "Indemnified Parties") from any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable solicitor's or attorneys' fees) arising out of or related to:

1. Your breach of these Terms;
2. Your violation of any applicable law or third‑party right;
3. Any Content you submit, store, or transmit through the Services; or
4. Any alleged infringement of intellectual‑property rights by your Content or by your use of third‑party services integrated with Metaport.

13. Data Protection & Privacy

• We process personal data in accordance with the New Zealand Privacy Act 2020 and our Privacy Policy. By using the Services you consent to such processing.
• You are responsible for ensuring that any Personal Data you upload complies with all applicable privacy laws, including those of the jurisdictions in which you operate.
• If you are a consumer in New Zealand, the provisions of the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 apply to the Services.

14. Force Majeure

Dcentrica shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, labour disputes, internet outages, or governmental actions.

15. Governing Law & Dispute Resolution

1. These Terms are governed by the laws of New Zealand, without regard to conflict‑of‑laws principles.
2. Any dispute arising out of or relating to these Terms shall be resolved exclusively by the courts of New Zealand, unless the parties agree in writing to alternative dispute resolution.
3. Notwithstanding the above, because the Services are offered globally, you remain responsible for complying with any local laws that may apply to your use of the Services.

16. Export Controls & International Use

The Services are owned and operated in New Zealand and may be subject to New Zealand export control legislation. You agree not to:

• Export, re‑export, or transfer any part of the Services to any prohibited destination or to any person or entity on a sanctions or restricted‑party list.
• Use the Services in violation of any applicable import, export, or sanctions laws of the jurisdiction in which you reside.

17. Miscellaneous

1. Entire Agreement – These Terms, together with the Privacy Policy, any applicable SLA, and any other posted policies, constitute the entire agreement between you and Dcentrica regarding the Services.
2. Severability – If any provision is found to be unenforceable, the remaining provisions will remain in full force and effect.
3. Waiver – Dcentrica's failure to enforce any right under these Terms does not constitute a waiver of that right.
4. Assignment – You may not assign or transfer your rights or obligations under these Terms without Dcentrica's prior written consent. Dcentrica may assign its rights freely.

18. Contact

If you have any questions about these Terms, please email support@dcentrica.com