SubClik Terms of Service

1. About these terms

1.1 These terms of service (the Terms) are an agreement between the provider of SubClik (we, us) and the business that subscribes to SubClik (you, the Customer).

1.2 You accept the Terms when you sign or accept an order, proposal or quotation that refers to them (an Order), when you tick the box to accept them in the application, or when you first use the service, whichever happens first. The person who accepts confirms they have authority to bind the Customer.

1.3 SubClik is provided only to businesses, for business purposes. You confirm you are not acting as a consumer. Consumer protection law that applies only to consumers does not apply to this agreement.

1.4 The agreement consists of the Order, our Data Processing Agreement (the DPA) and these Terms. If they conflict, the Order applies first, then the DPA for anything about personal data, then these Terms.

2. Definitions

• Service: the SubClik software provided online, including the office portal, the engineer app, the customer pages (such as quote links, machine labels and meter reading forms), and their documentation, as updated from time to time.
• Users: the people you allow to use the Service under your account, such as your staff, engineers, freelancers and client viewers.
• Customer Data: the data, files and content you or your Users put into the Service, or that your own customers submit through it.
• Fees: the charges for the Service set out in the Order or, if there is no Order, on our pricing page when you subscribe.
• Subscription Period: the billing period stated in the Order (monthly unless the Order says otherwise).

3. The Service

3.1 We will make the Service available to you and your Users during the subscription, in line with these Terms and the Order.

3.2 We continuously improve the Service and may change, add or remove features. We will not make a change that materially reduces the core functions you pay for during a paid Subscription Period without giving you at least 30 days’ notice; if such a change affects you materially, you may end the subscription before it takes effect and we will refund any Fees paid in advance for the period after it ends.

3.3 Trials, pilots, free plans and features marked as beta or preview are provided “as is”, may change or end at any time and are excluded from any service levels.

3.4 The Service is a tool for running a service business. It does not replace your own professional judgement. Decisions about the work your engineers carry out, how they carry it out safely, what you charge and what you report to customers, tax authorities and regulators remain yours.

4. Accounts, Users and security

4.1 You are responsible for your Users, for keeping sign-in details secret and for everything done under your account. You must make sure your Users comply with these Terms.

4.2 Each User must have their own login. You must not share logins or let people outside your business use the Service, except your own customers through the customer pages.

4.3 Two-step sign-in is switched on by default for owners and administrators. If you switch it off, you accept the higher risk of unauthorised access that results.

4.4 Tell us without delay at our support address if you suspect any unauthorised access to your account.

5. Your responsibilities

5.1 You are responsible for the accuracy, quality and legality of the Customer Data, including rates, prices, VAT treatment, contract terms, meter readings, job records, customer details and anything you send to your customers through the Service.

5.2 Calculations made by the Service (for example labour time, travel, mileage, contract billing, VAT and totals) are based on the Customer Data and the settings you choose. You must check quotes, invoices, credit notes, job sheets and exports before you issue or rely on them. We do not provide accounting, tax or legal advice, and the Service is not a substitute for your accountant or for software you need to meet tax filing obligations.

5.3 You must comply with the laws that apply to your business and your use of the Service, including data protection, employment, health and safety, tax and consumer law. In particular, you must tell your staff and engineers how their working time, mileage, job activity and other records are kept in the Service, and have a lawful basis for doing so.

5.4 You are responsible for the equipment, devices, browsers and internet connections you and your Users use to access the Service.

5.5 We keep backups of the Service as described in the DPA, but they are for restoring the Service, not an archive for you. You should export and keep copies of records you are legally required to keep, such as issued invoices.

6. Acceptable use

6.1 You must not, and must not allow anyone else to:

• use the Service for anything unlawful, fraudulent or harmful, or to send unsolicited marketing;
• upload anything that infringes another person’s rights, or that contains viruses or other harmful code;
• try to gain unauthorised access to the Service, other customers’ data or our systems, or test, scan or probe them for weaknesses without our written permission;
• copy, modify, reverse engineer or decompile the Service, except to the extent the law allows despite this restriction;
• overload the Service, use automated means to extract data from it other than the exports and interfaces we provide, or use it to build a competing product;
• resell, rent or provide the Service to third parties as a service bureau, unless the Order allows it;
• put special category data (such as health information) or criminal records into the Service, which is not designed for them.

6.2 We may remove content or suspend access in line with clause 13 if we reasonably believe this clause has been broken.

7. Fees and payment

7.1 You will pay the Fees in advance for each Subscription Period, in the way set out in the Order. Fees are in pounds sterling and exclude VAT, which you will pay in addition where it applies.

7.2 Invoices are due within 14 days of the invoice date unless the Order says otherwise. If you pay by card or direct debit, you authorise us (or our payment provider) to take each payment when it falls due.

7.3 If you do not pay on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If an amount remains unpaid 14 days after we have sent you a reminder, we may suspend the Service until it is paid.

7.4 We may change the Fees by giving you at least 30 days’ notice. The change takes effect from the start of your next Subscription Period after the notice ends; if you do not accept it, you may cancel before then.

7.5 Fees are not refundable, except where these Terms say otherwise or the law requires it.

8. Customer Data

8.1 You own the Customer Data. You give us a non-exclusive right to host, copy, process and display it only as needed to provide, secure and support the Service and to meet our legal obligations.

8.2 You can export your data from the Service at any time during the subscription, and for 30 days after it ends. After that period we delete it as set out in the DPA.

8.3 We may produce and use statistics about how the Service is used, provided they are aggregated and anonymised so that they do not identify you, your customers or any individual. We use them only to run, secure and improve the Service.

9. Data protection

9.1 For personal data in the Customer Data, you are the controller and we are your processor. The Data Processing Agreement forms part of this agreement and sets out how we process that data.

9.2 For the details we hold to manage our relationship with you (such as your account contacts, billing and support history), we are the controller, as explained in our Privacy Policy.

10. Intellectual property

10.1 We and our licensors own all intellectual property rights in the Service, including its software, design and documentation. Apart from the right to use the Service under this agreement, no rights are transferred to you.

10.2 If you give us suggestions or feedback, we may use them freely without any obligation to you.

10.3 We will not use your name or logo in our marketing without your permission.

11. Confidentiality

11.1 Each party will keep the other’s confidential information secret, use it only for this agreement and share it only with people who need it for that purpose and are bound by similar duties. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already had or obtains lawfully from someone else, or that must be disclosed by law or a regulator (in which case, where allowed, the other party will be told first).

11.2 These obligations continue for three years after the agreement ends, and for as long as the information remains a trade secret.

12. Availability, support and third-party services

12.1 We aim to keep the Service available at all times and use reasonable efforts to do so, but we do not guarantee that it will be uninterrupted or error-free. We may carry out planned maintenance, which we will try to do outside UK business hours. Any service level commitment applies only if it is set out in the Order.

12.2 We provide support by email during UK business hours, unless the Order says otherwise.

12.3 The Service relies on hosting, database, email delivery and other providers listed in the DPA. Features that connect to or export for other services (such as accounting software, maps or email) depend on those services, which are provided under their own terms. We are not responsible for services we do not control, or for emails that the recipient’s systems reject or filter.

13. Suspension

13.1 We may suspend all or part of the Service, or a User’s access, if: (a) we reasonably believe it is needed to protect the security or integrity of the Service, our systems or other customers; (b) you have broken clause 6; (c) an amount remains unpaid as described in clause 7.3; or (d) the law or a competent authority requires it.

13.2 Where we reasonably can, we will tell you before suspending and limit the suspension to what is necessary. We will restore access as soon as the reason for the suspension has been resolved.

14. Warranties

14.1 We warrant that we will provide the Service with reasonable skill and care, and that it will perform materially as described in its documentation.

14.2 If the Service does not meet that warranty, tell us and we will, at our choice and expense, correct it or provide a workaround within a reasonable time. If we cannot do so, either party may end the affected subscription and we will refund the Fees paid in advance for the period after it ends. This is your only remedy for a breach of clause 14.1.

14.3 Clause 14.1 does not apply to problems caused by use of the Service against these Terms or the documentation, by changes not made by us, by the Customer Data, or by your devices, connections or third-party services.

14.4 Except as set out in this clause, and to the extent the law allows, all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including as to satisfactory quality and fitness for a particular purpose), are excluded.

15. Indemnities

15.1 You will indemnify us against losses, damages, costs (including reasonable legal fees) and expenses arising from any claim by a third party (including your customers, staff and engineers) that results from the Customer Data, from your or your Users’ breach of clause 6, or from your use of the Service in breach of the law.

15.2 We will indemnify you against any claim that your use of the Service in line with this agreement infringes the UK intellectual property rights of a third party, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from the Customer Data, from changes not made by us, or from combining the Service with anything we did not provide. If such a claim is made or likely, we may change the Service so that it no longer infringes, obtain the right for you to continue using it, or end the subscription and refund the Fees paid in advance for the period after it ends.

15.3 A party seeking an indemnity must tell the other promptly about the claim, let the other control its defence and settlement, give reasonable help at the other’s cost, and not make any admission about it without the other’s agreement.

16. Limitation of liability

16.1 Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

16.2 Subject to clause 16.1, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits; loss of revenue or sales; loss of business, contracts or opportunity; loss of anticipated savings; loss of goodwill or reputation; wasted expenditure; or indirect or consequential loss.

16.3 Subject to clause 16.1, we will not be liable for loss or corruption of data, except that if Customer Data is lost or corrupted as a result of our breach, we will use reasonable efforts to restore it from our most recent backup. This is our only obligation for such loss.

16.4 Subject to clause 16.1, our total liability to you arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed in total the greater of: (a) the Fees paid by you in the 12 months before the event giving rise to the claim; and (b) £100.

16.5 The limits in this clause apply to our liability under the DPA and the indemnity in clause 15.2 as well, but not to your obligation to pay the Fees or to your liability under clause 15.1.

16.6 You agree that these limits are reasonable, taking into account the Fees, the nature of the Service, the fact that you control the Customer Data and how documents are issued, and that you are able to insure against your own business risks.

17. Term and ending the agreement

17.1 The agreement starts when you accept it and continues until either party ends it. Monthly subscriptions renew automatically each month; longer Subscription Periods renew for the same period unless the Order says otherwise.

17.2 Either party may end a monthly subscription by giving at least 30 days’ written notice, taking effect at the end of the Subscription Period in which the notice ends. A longer Subscription Period can be ended at its end by giving at least 30 days’ notice before it ends.

17.3 Either party may end the agreement immediately by written notice if the other: (a) commits a material breach that cannot be remedied, or that it does not remedy within 14 days of being asked to; or (b) becomes insolvent, enters administration, liquidation or a similar process, or stops trading.

17.4 When the agreement ends: your right to use the Service stops; any unpaid Fees become due; you can export the Customer Data for 30 days, after which we delete it as set out in the DPA; and clauses 5.2, 8, 10, 11, 15, 16, 17.4 and 19 continue to apply.

18. Changes to these Terms

18.1 We may update these Terms from time to time, for example to reflect changes to the Service or the law. We will give you at least 30 days’ notice of changes that are material to you, by email or in the Service. If you do not accept a material change, you may end the agreement before it takes effect without paying for the period after it ends. Otherwise, the updated Terms apply from the date shown.

18.2 We may make changes that are not material, such as corrections or clarifications, without notice.

19. General

19.1 Events beyond control. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as failures of public networks or power, actions of hosting providers outside our control, natural disasters, war, terrorism or government action. This does not apply to your obligation to pay the Fees.

19.2 Transfer. You may not transfer the agreement without our consent. We may transfer it to a successor of our business, or to another company in our group, by telling you. We may use subcontractors, and we remain responsible for them.

19.3 Notices. Notices under the agreement must be in writing and may be sent by email: to you, at the email address of the account owner or the billing contact; to us, at the address shown on our website. An email is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message.

19.4 Entire agreement. This agreement is the entire agreement between the parties about its subject and replaces any earlier discussions. Each party agrees it has not relied on any statement or promise that is not set out in it. Nothing in this clause limits liability for fraud.

19.5 Other terms. Terms printed on your purchase orders or other documents do not apply, even if we accept or sign them.

19.6 Severance and waiver. If any part of the agreement is found invalid, the rest remains in force. A delay in exercising a right is not a waiver of it.

19.7 Third parties. No one other than you and us has any right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.

19.8 Relationship. Nothing in the agreement creates a partnership, joint venture or agency between the parties.

19.9 Law and courts. The agreement, and any dispute or claim arising from it or its subject (including non-contractual disputes), are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

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