Terms of service.

This Agreement is between [BAILEE.APP LEGAL ENTITY NAME], incorporated in England and Wales under company number [COMPANY NUMBER], registered office [ADDRESS] ("Provider"), and the customer identified in the applicable Order Form or subscription registration ("Customer").

1. Definitions

Account means the Customer's bailee.app account.

Authorised User means an employee, officer, contractor or other person authorised by the Customer to use the Service.

Customer Data means all data, information, documents, photographs, videos, vehicle information, customer information and other content submitted to or processed through the Service.

Documentation means documentation supplied by the Provider relating to the Service.

Fees means subscription and other applicable charges.

Order Form means an order, subscription or online acceptance specifying the Service.

Service means the hosted bailee.app software service.

Subscription Term means the period for which the Customer is entitled to use the Service.

2. Service

The Provider operates bailee.app as a cloud-hosted software-as-a-service platform.

Subject to this Agreement and payment of the applicable Fees, the Customer receives the right to access and use the Service during the Subscription Term.

The Customer does not receive source code or ownership of the underlying software.

The Provider may introduce improvements, modifications and new features. Individual features may be withdrawn where obsolete, commercially impractical, replaced, legally restricted or necessary to maintain security.

3. Users

The Customer is responsible for its Authorised Users and their compliance with this Agreement.

The Customer must maintain the confidentiality of credentials and promptly report suspected unauthorised access.

Named-user subscriptions must not be shared between individuals.

4. Licence restrictions

The Customer must not:

• copy or modify the Service;
• reverse engineer it except where legally permitted;
• obtain source code;
• sublicense, resell, lease or redistribute it;
• provide unauthorised access;
• circumvent usage limits;
• interfere with its operation or security;
• introduce malicious software;
• use unauthorised automated access; or
• use the Service unlawfully.

5. Customer data

The Customer retains ownership of Customer Data.

The Customer grants the Provider a non-exclusive licence to host, store, reproduce, transmit, process and otherwise use Customer Data only as necessary to provide, operate, secure and support the Service and comply with law.

The Provider will not sell Customer Data to third parties.

The Provider may use aggregated or anonymised information for analytics, security, development and service improvement, provided it does not identify the Customer or an individual.

6. Customer responsibilities

The Customer is responsible for:

• the accuracy and legality of Customer Data;
• having appropriate rights and permissions to process Customer Data;
• user access controls;
• lawful use of the Service;
• appropriate local copies where required; and
• ensuring Authorised Users understand their responsibilities.

7. Data protection

The Parties acknowledge that the Customer may act as controller and the Provider as processor for personal data processed through the Service.

The Provider will process personal data in accordance with applicable data protection law and the Data Processing Agreement.

The Provider may use appropriate sub-processors and remains responsible for their compliance with applicable contractual requirements.

8. Intellectual property

All intellectual property rights in bailee.app, its software, interfaces, database structures, workflows, Documentation and underlying technology remain with the Provider or its licensors.

No intellectual property rights are transferred to the Customer except the limited right to use the Service under this Agreement.

9. Fees

Fees are specified in the applicable Order Form or subscription plan.

Unless otherwise stated, Fees are payable in advance and exclusive of VAT.

The Provider may charge for usage exceeding included subscription limits.

The Provider may change pricing for future Subscription Terms on reasonable advance notice.

Overdue commercial debts may accrue statutory interest where applicable.

10. Term and renewal

The Subscription begins on the activation or commencement date specified in the Order Form.

Unless otherwise stated, it automatically renews for successive periods equal to the initial term.

The Customer may cancel before the next renewal date in accordance with the Provider's cancellation procedure.

Fees are non-refundable following commencement of the relevant term unless expressly stated otherwise or required by law.

11. Availability

The Provider will use reasonable endeavours to make the Service available 24/7.

Uninterrupted or error-free availability is not guaranteed.

Temporary interruptions may result from planned or emergency maintenance, upgrades, third-party infrastructure, telecommunications failures, security measures or events beyond reasonable control.

12. Support

The Provider will provide reasonable technical support through its published support channels.

Support does not include bespoke development, unsupported third-party configuration, hardware support or correction of Customer Data.

13. Security

The Provider will maintain commercially reasonable technical and organisational measures designed to protect the Service and Customer Data.

No internet-based service can be guaranteed completely secure.

The Customer remains responsible for securing its own devices, networks and credentials.

14. Third-party services

The Service may depend upon third-party infrastructure and services including cloud hosting, storage, email, messaging, payments and integrations.

The Provider is not responsible for failures caused by third-party services outside its reasonable control.

15. Warranties

The Provider warrants that it will provide the Service with reasonable care and skill.

Except where expressly stated, the Service is not warranted to be uninterrupted, error-free or suitable for every specific Customer requirement.

16. Suspension

The Provider may suspend access where reasonably necessary to address security threats, unlawful use, material misuse, material breach, payment default or risks to the Service or other customers.

Where practicable, the Provider will provide notice and restore access once the relevant issue is resolved.

17. Termination and data export

Either Party may terminate for an uncured material breach or insolvency.

The Provider may terminate for unlawful use or material security or operational risk.

Following termination, access ceases.

Subject to payment of outstanding Fees, the Customer will have a reasonable opportunity to export Customer Data using standard export functionality.

Unless otherwise agreed, Customer Data will remain available for export for 30 days following termination. Thereafter it may be deleted, subject to legal retention requirements and normal backup cycles.

18. Confidentiality

Each Party shall keep the other's confidential information confidential and may disclose it only to persons who need to know it and are subject to confidentiality obligations, or where legally required.

19. Intellectual property indemnity

Subject to the conditions and exclusions in this Agreement, the Provider shall defend claims that authorised use of the Service infringes third-party UK intellectual property rights.

This does not apply to claims arising from Customer modifications, unlawful use, unauthorised combinations or Customer Data.

20. Limitation of liability

Nothing excludes liability that cannot legally be excluded, including death or personal injury caused by negligence or fraud.

Subject to that, neither Party shall be liable for indirect or consequential loss, loss of profits, revenue, anticipated savings, business opportunity, goodwill or reputation.

Subject to applicable law, the Provider's aggregate liability shall not exceed the greater of the Fees paid or payable by the Customer during the preceding 12 months or £[AMOUNT].

21. Acceptable use

The Customer shall comply with the Acceptable Use Policy.

22. Changes

The Provider may make reasonable changes to these Terms to reflect changes in the Service, law, security or functionality. Material adverse changes will be notified reasonably in advance.

23. Assignment

The Customer may not assign this Agreement without the Provider's prior written consent.

The Provider may assign it to an affiliate or in connection with a merger, acquisition, reorganisation or sale of the relevant business.

24. Force majeure

Neither Party is liable for delay or failure caused by circumstances beyond reasonable control.

25. Notices

Notices may be given by email or other electronic means to the contact details held for the relevant Party.

26. Entire agreement

This Agreement, applicable Order Forms, pricing schedules, DPA and other expressly incorporated documents constitute the agreement between the Parties.

27. Severance

If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue.

28. Third-party rights

A person who is not a Party has no right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated otherwise.

29. Governing law

This Agreement and related disputes are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction.

Schedule 1 — Subscription

The applicable subscription plan may specify:

• users;
• locations;
• storage;
• features;
• API access;
• integrations;
• support level;
• price;
• billing frequency; and
• Subscription Term.

See also our Privacy policy and Cookie policy.