Terms of Service

1. Definitions

In these Terms the following words have the following meanings:

• "Agreement" means these Terms of Service together with any Order Form, Schedule, or addendum agreed in writing between the parties.
• "Authorised Users" means the employees, contractors, and agents of the Subscriber who are permitted to access the Service under the Subscriber's account.
• "Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• "Customer Data" means all data, records, and content uploaded to, stored in, or generated through the Service by the Subscriber or its Authorised Users, including personal data relating to the Subscriber's own clients.
• "Documentation" means any user guides, help content, or technical specifications made available by us in connection with the Service.
• "Fees" means the subscription fees and any other charges payable under the Agreement.
• "Intellectual Property Rights" means patents, trade marks, service marks, registered designs, copyrights, database rights, know-how, trade secrets, and all other intellectual and industrial property rights, whether registered or unregistered.
• "Personal Data" has the meaning given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
• "Service" means the Coffee Engineer CRM software platform, including all features, updates, and ancillary services made available by us, as described at Coffee company.
• "Subscriber" (also "you" / "your") means the business or individual entity that registers for and uses the Service.
• "We", "us", "our" means Coffee company.

2. Acceptance of Terms

2.1 By registering for, accessing, or using the Service, you confirm that:

1. you have read, understood, and agree to be bound by these Terms;
2. you have the legal capacity and authority to enter into this Agreement on behalf of the Subscriber;
3. all registration information you provide is accurate, current, and complete;
4. you are accessing the Service for business purposes and not as a consumer.

2.2 These Terms apply to all use of the Service. The Subscriber is responsible for ensuring all Authorised Users comply with these Terms.

2.3 We reserve the right to modify these Terms at any time. We will notify you of material changes by email or prominent notice within the Service at least 14 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not accept the revised Terms, you may terminate this Agreement in accordance with clause 14.

3. Service Grant and Access

3.1 Subject to payment of all applicable Fees and your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term solely for your internal business operations.

3.2 You may permit Authorised Users to access the Service. You are fully responsible for:

1. all acts and omissions of your Authorised Users;
2. maintaining the confidentiality of all account credentials;
3. all activity occurring under your account, whether authorised by you or not;
4. notifying us immediately of any unauthorised access or suspected breach of security.

3.3 You must not allow credentials to be shared between multiple individuals. Each Authorised User must have their own unique login credentials.

3.4 We may suspend access to the Service immediately and without notice if we reasonably believe your account security has been compromised.

4. Acceptable Use

4.1 You must use the Service only for lawful purposes and in accordance with these Terms. You must not, and must ensure your Authorised Users do not:

1. use the Service in any way that violates any applicable law or regulation, including data protection laws;
2. transmit, store, or process any unlawful, defamatory, obscene, fraudulent, or harmful content;
3. upload or transmit any malware, viruses, Trojan horses, spyware, or any other malicious code;
4. attempt to gain unauthorised access to any part of the Service, its servers, or any connected systems;
5. perform penetration testing, vulnerability scanning, or any security testing without our prior written consent;
6. probe, scan, or test the vulnerability of our systems or networks;
7. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
8. remove, alter, or obscure any proprietary notices, labels, or markings on the Service;
9. resell, sublicense, rent, lease, or otherwise make the Service available to any third party without our prior written consent;
10. use the Service to build a competing product or service, or to benchmark the Service for the purpose of developing a competing product;
11. use automated scripts, bots, scrapers, or other automated means to access or interact with the Service in a way that exceeds normal usage;
12. exceed any usage limits or quotas set by us from time to time;
13. use the Service to send unsolicited commercial communications (spam);
14. impersonate any person or entity or misrepresent your affiliation with any person or entity.

4.2 We reserve the right to investigate any suspected breach of this clause and to take appropriate action, including suspension or termination of access.

5. Fees and Payment

5.1 The Fees applicable to the Service are as set out on our pricing page or as agreed in writing. All Fees are exclusive of VAT and other applicable taxes, which will be added at the prevailing rate.

5.2 Fees are payable in advance for the relevant subscription period. We reserve the right to change our Fees on not less than 30 days' written notice to you.

5.3 If any Fees remain unpaid after the due date, we may:

1. charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998;
2. suspend your access to the Service until all outstanding amounts are paid in full;
3. terminate the Agreement in accordance with clause 14.

5.4 All Fees paid are non-refundable except as expressly stated in these Terms or required by law. No refunds will be issued for partial months of use or unused features.

5.5 You are responsible for all taxes applicable in your jurisdiction. We are not responsible for any bank or payment processing charges incurred by you.

6. Intellectual Property Rights

6.1 The Service, including all software, code, algorithms, interfaces, documentation, design elements, trade marks, and content made available by us, is and remains our exclusive property or that of our licensors. Nothing in these Terms transfers any Intellectual Property Rights in the Service to you.

6.2 You retain all rights to the Customer Data. By using the Service, you grant us a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide, maintain, and improve the Service and to comply with our legal obligations.

6.3 If you provide us with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you assign to us all rights in that Feedback and agree we may use it without restriction or compensation to you.

6.4 You must not represent that you own the Service or any part of it, or that you have any rights beyond those expressly granted under these Terms.

7. Confidentiality

7.1 Each party agrees to keep confidential all Confidential Information of the other party and not to disclose it to any third party without the other party's prior written consent, except:

1. to employees, officers, agents, contractors, or advisers who need to know for the purposes of the Agreement and who are bound by equivalent obligations of confidentiality;
2. as required by law, regulation, or court order, provided the disclosing party gives the other party reasonable advance notice (where legally permitted) and cooperates in seeking a protective order.

7.2 Neither party will use the other's Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

7.3 The obligations in this clause do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is received from a third party without restriction.

7.4 Obligations of confidentiality survive termination of this Agreement for a period of five (5) years.

8. Data Protection

8.1 Roles. For the purposes of UK GDPR, with respect to Personal Data in Customer Data:

1. you are the data controller — you determine the purposes and means of processing your clients' personal data;
2. we are the data processor — we process Personal Data only on your documented instructions.

8.2 Our obligations as processor. We will:

1. process Personal Data only on your written instructions, unless required to do so by law;
2. ensure that persons authorised to process the data are subject to appropriate confidentiality obligations;
3. implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, loss, destruction, or damage;
4. not engage sub-processors without your prior written consent or as disclosed in our Sub-Processor List (available on request);
5. assist you, at your cost, in responding to data subject rights requests and in meeting your obligations under Arts. 32–36 UK GDPR;
6. notify you without undue delay (and in any event within 72 hours of becoming aware) of any Personal Data breach affecting Customer Data;
7. on termination of the Agreement, delete or return all Customer Data as instructed by you, and delete existing copies unless required to retain them by law;
8. make available to you all information reasonably necessary to demonstrate compliance with this clause and permit audits on reasonable notice at your cost.

8.3 Your obligations as controller. You warrant and represent that:

1. you have a valid lawful basis for processing all Personal Data you upload to the Service;
2. you have provided all required privacy notices to data subjects whose data you process through the Service;
3. you will not instruct us to process Personal Data in a manner that would cause us to breach applicable data protection law;
4. you are registered with the Information Commissioner's Office (ICO) as required by law;
5. you will promptly notify us of any data subject request, complaint, or regulatory inquiry relating to Personal Data processed through the Service.

8.4 Indemnity. You will indemnify and hold us harmless against all claims, fines, penalties, and costs (including legal costs) arising from your failure to comply with clause 8.3 or any applicable data protection law.

8.5 No data monetisation. We will never:

1. sell, rent, or otherwise transfer Customer Data to any third party for commercial gain;
2. use Customer Data for our own marketing, advertising, or promotional purposes;
3. use Customer Data to train, fine-tune, or improve any artificial intelligence or machine-learning model, whether operated by us or a third party;
4. provide Customer Data to third-party analytics, advertising, or data-brokerage services;
5. profile or analyse Customer Data for purposes unrelated to providing the Service.

8.6 Sub-processors. We currently use the following sub-processors to deliver the Service. All are bound by data processing agreements compliant with UK GDPR Art. 28:

We will notify you of any intended addition or replacement of sub-processors. You may object to a new sub-processor on reasonable grounds by notifying us in writing within 14 days of notification. If we are unable to accommodate your objection, either party may terminate this Agreement on 30 days' notice without penalty.

8.7 Details of our processing activities on your behalf (subject matter, duration, nature, purpose, type of data, categories of data subjects) are set out in our Data Processing Schedule available on request.

9. Service Availability and Support

9.1 We will use commercially reasonable efforts to make the Service available. However, the Service is provided on an "as available" basis. We do not guarantee any specific uptime level or that the Service will be uninterrupted, error-free, or free from vulnerabilities.

9.2 We may suspend access to the Service for scheduled or emergency maintenance. We will use reasonable endeavours to provide advance notice of scheduled maintenance where practicable.

9.3 We reserve the right to modify, discontinue, or deprecate features of the Service at any time. Where a material feature is removed, we will provide not less than 30 days' notice where reasonably possible.

9.4 You are responsible for ensuring your systems and devices meet any minimum technical requirements notified to you and for maintaining adequate internet connectivity to access the Service.

9.5 We provide support on a reasonable-efforts basis. Response times are not guaranteed. Support is available during normal UK business hours unless otherwise agreed.

10. Third-Party Services and Integrations

10.1 The Service may integrate with or rely upon third-party services including, without limitation, routing APIs (HERE Technologies), email delivery providers, and mapping services ("Third-Party Services").

10.2 We are not responsible for the availability, accuracy, legality, or content of any Third-Party Services. Your use of Third-Party Services is governed by those providers' own terms and privacy policies.

10.3 We make no representations or warranties as to the performance, reliability, or suitability of any Third-Party Service. Any failure or degradation of a Third-Party Service does not constitute a breach of this Agreement by us.

10.4 Where Third-Party Services involve the transfer of Personal Data, we will ensure appropriate safeguards are in place in accordance with clause 8.

10.5 You acknowledge that some features of the Service may be unavailable if Third-Party Services are discontinued, restricted, or changed by their providers, and we will not be liable for any resulting impact on the Service.

11. Disclaimer of Warranties

11.1 To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available" without any warranty of any kind, express or implied.

11.2 We expressly disclaim all warranties including, without limitation:

1. implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement;
2. that the Service will meet your requirements or expectations;
3. that the Service will be uninterrupted, timely, secure, or error-free;
4. that any data processed through the Service will be accurate, complete, or current;
5. that defects will be corrected;
6. that the Service or the server that makes it available are free of viruses or other harmful components;
7. that results obtained from use of the Service will be accurate or reliable.

11.3 You assume all responsibility and risk for your use of the Service and reliance upon any information or results obtained through the Service.

11.4 No advice or information, whether oral or written, obtained from us or through the Service shall create any warranty not expressly stated in these Terms.

11.5 We do not warrant that the Service complies with the laws or regulations of any jurisdiction other than England and Wales.

12. Limitation of Liability

12.1 Exclusions. To the fullest extent permitted by law, we shall not be liable to you for:

1. loss of profits, revenue, business, or anticipated savings;
2. loss of or corruption of data or information;
3. loss of goodwill or reputation;
4. loss of contracts or business opportunities;
5. any indirect, special, incidental, punitive, or consequential loss or damage;
6. any loss arising from your inability to access or use the Service;
7. any loss arising from the acts or omissions of any third party, including Third-Party Service providers;
8. any loss arising from your reliance on any information or output generated by the Service;
9. any regulatory fines, penalties, or enforcement actions imposed on you;

in each case whether such loss or damage arises in contract, tort (including negligence), breach of statutory duty, or otherwise, even if we were advised of the possibility of such loss or damage.

12.2 Cap on liability. Subject to clause 12.3, our total aggregate liability to you arising under or in connection with this Agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total Fees paid or payable by you to us in the 12-month period immediately preceding the event giving rise to the claim.

12.3 Exceptions. Nothing in these Terms shall limit or exclude our liability for:

1. death or personal injury caused by our negligence;
2. fraud or fraudulent misrepresentation;
3. any other liability that cannot be excluded or limited by English law.

12.4 You acknowledge that the Fees reflect the allocation of risk set out in this clause and that we would not have entered into this Agreement without these limitations.

12.5 You agree that you will not bring any claim arising out of or in connection with this Agreement more than twelve (12) months after the date on which you became aware (or ought reasonably to have become aware) of the facts giving rise to the claim.

13. Indemnification

13.1 You shall indemnify, defend, and hold harmless us and our officers, directors, employees, contractors, and agents from and against all claims, actions, proceedings, losses, damages, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

1. your use or misuse of the Service;
2. your breach of these Terms or any applicable law or regulation;
3. Customer Data, including any claim that Customer Data infringes the rights of any third party or violates any applicable data protection law;
4. any act or omission of your Authorised Users;
5. your failure to comply with your obligations as a data controller under clause 8;
6. any negligence or wilful misconduct by you or your Authorised Users.

13.2 We will notify you promptly of any claim subject to indemnification, cooperate with you in the defence of such claim at your expense, and allow you to control the defence, provided that we may participate with counsel of our own choosing at our expense.

14. Term and Termination

14.1 This Agreement commences on the date you first access the Service and continues until terminated in accordance with this clause.

14.2 Termination for convenience. Either party may terminate this Agreement on 30 days' written notice to the other party.

14.3 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party:

1. commits a material breach of this Agreement and (where remediable) fails to remedy it within 14 days of written notice requiring it to do so;
2. becomes insolvent, enters administration, receivership, or liquidation, or makes an arrangement with creditors;
3. ceases or threatens to cease carrying on business.

14.4 We may also terminate or suspend access immediately and without notice if:

1. you breach clause 4 (Acceptable Use);
2. you fail to pay any Fees when due;
3. we are required to do so by law or a regulatory authority;
4. we reasonably believe continued access poses a security risk to us or other subscribers.

14.5 Effect of termination. On termination for any reason:

1. all rights granted to you under this Agreement will immediately cease;
2. you must immediately cease all use of the Service;
3. all accrued Fees remain payable;
4. clauses 6, 7, 8.4, 12, 13, 15, 17, and 18 survive termination.

14.6 Data export. Following termination, you may request an export of your Customer Data within 30 days. After this period, we will delete Customer Data from our systems subject to any legal retention obligations. We are not liable for any loss resulting from your failure to export data before this period expires.

15. Force Majeure

15.1 Neither party shall be in breach of this Agreement or liable for any delay or failure to perform any obligation under this Agreement to the extent that such delay or failure results from a Force Majeure Event.

15.2 "Force Majeure Event" means any event beyond the affected party's reasonable control including, without limitation: acts of God; war, terrorism, riot, or civil commotion; epidemic or pandemic; actions of governmental or regulatory authorities; fire, flood, or natural disaster; failure of third-party utilities, telecommunications infrastructure, or internet service providers; or denial-of-service attacks or other cyber-attacks on our infrastructure.

15.3 The party affected by a Force Majeure Event must notify the other as soon as reasonably practicable and take all reasonable steps to mitigate its effect. If the Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice without liability.

16. Customer Data and Backups

16.1 You are solely responsible for maintaining appropriate backups of your Customer Data independently of the Service. We take commercially reasonable precautions to safeguard data but do not guarantee against data loss.

16.2 We shall not be liable for any loss, corruption, or destruction of Customer Data howsoever caused, including as a result of our negligence, hardware failure, software error, or third-party action.

16.3 Where we provide data export functionality, the accuracy and completeness of exported data is not guaranteed. You are responsible for verifying that exported data meets your requirements.

16.4 You warrant that you own or have the necessary rights and permissions to upload all Customer Data to the Service and that doing so does not infringe the rights of any third party.

17. Security

17.1 We implement commercially reasonable technical and organisational security measures to protect the Service and Customer Data. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security.

17.2 You are responsible for the security of your own systems, devices, and network connections used to access the Service. We are not responsible for any security breach that results from a failure of your own systems or from your failure to maintain secure credentials.

17.3 You must not attempt to circumvent, disable, or interfere with any security features of the Service.

17.4 If you become aware of any actual or suspected security incident affecting the Service or your account, you must notify us immediately at the contact details below.

18. General

18.1 Entire agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, negotiations, and understandings. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement.

18.2 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.3 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver of any particular breach shall not be a waiver of any subsequent breach.

18.4 Assignment. You may not assign, transfer, charge, or sub-contract any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of our assets, without your consent.

18.5 Notices. All notices under this Agreement must be in writing and sent by email to the address specified in your account registration (for notices to you) or to the email address provided in the Service (for notices to us). Notices are deemed received on the date of transmission if sent before 17:00 on a UK Business Day, otherwise the next UK Business Day.

18.6 No partnership or agency. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, or employment relationship between the parties.

18.7 Third-party rights. This Agreement does not confer any rights on any person or party other than the parties to it under the Contracts (Rights of Third Parties) Act 1999.

18.8 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising under or in connection with this Agreement.