PEAC Terms of Service

Version [1.0] · Effective [Effective date]

1. About these terms

1.1 These Terms of Service (the Terms) are a contract between PEAC Studio Ltd, a company registered in Scotland with company number SC905679, whose registered office is at 5 South Charlotte Street, Edinburgh, EH2 4AN (PEAC Studio, we, us), and the business that signs up to use PEAC (the Customer, you).

1.2 PEAC is an online pipeline, forecasting and relationship management service for construction and design-team professionals, available at app.peac.studio (the Service).

1.3 By ticking the box at sign-up, or by using the Service, the person signing up confirms that they are authorised to accept these Terms on behalf of the Customer, and the Customer agrees to them. The Data Processing Agreement at peac.studio/dpa (the DPA) forms part of these Terms.

1.4 Business use only. The Service is offered only to businesses, partnerships, sole traders acting in the course of business, and other organisations. It is not offered to consumers. By accepting these Terms you confirm you are not acting as a consumer.

2. Definitions

• Customer Data — all data, text, files and other content that you or your Users enter into or upload to the Service, including information about your clients, contacts, opportunities and interactions.
• Workspace — the private area of the Service created for your firm at sign-up, containing your Customer Data.
• User — an individual you allow to access your Workspace, using their own login.
• Super-admin — a User you designate with authority to manage your Workspace, its Users, settings and billing.
• Seat — a licence for one named User to access the Service.
• Subscription — your paid annual subscription for a number of Seats.
• Subscription Period — each 12-month period starting on the date your Subscription begins, and each anniversary of it (the Renewal Date).

3. Free trial

3.1 New Workspaces receive a free trial of 14 days, with up to 5 Users (including the person who signs up). No payment or billing details are required to start a trial. Billing details are requested only when a Super-admin places an order for a Subscription.

3.2 During the trial the Service is provided "as is", and section 11.2 (service commitment) does not apply.

3.3 At the end of the trial, your Workspace will become read-only until a Super-admin starts a Subscription. Customer Data entered during the trial is kept when you subscribe. If you do not subscribe within 30 days of the trial ending, we may delete the Workspace and its Customer Data in accordance with section 13.

4. Your account and Users

4.1 You are responsible for: (a) making sure information you give us at sign-up and for billing is accurate; (b) all activity in your Workspace by your Users; (c) your Users keeping their passwords confidential; and (d) telling us promptly at support@peac.studio if you suspect unauthorised access.

4.2 Each login is for one named individual and must not be shared.

4.3 Your Super-admins can invite and remove Users, reset passwords, change Workspace settings and delete records. You are responsible for choosing your Super-admins.

4.4 PEAC Studio does not have a User account in your Workspace and does not administer it on your behalf.

5. Seats, fees and payment

5.1 Price. The fee is £30 per Seat per month, billed annually in advance at £360 per Seat per Subscription Period, unless otherwise agreed in writing. Fees are exclusive of VAT, which (if applicable) will be added at the prevailing rate. Every feature of the Service is included; there are no tiers, add-ons or set-up fees.

5.2 Seats. Each User needs a Seat. The number of active Users in your Workspace may not exceed the number of Seats you have paid for. Your Super-admins can see your Seats, price and Renewal Date in Settings › Team.

5.3 Payment by invoice (standard). When you subscribe, at each renewal and when you add Seats, we will issue an invoice to the billing contact you give us. Invoices are payable within 30 days of the invoice date by bank transfer or by the online payment link on the invoice. You may add your purchase order number to invoices; the absence of a purchase order number does not delay payment.

5.4 Payment by card (optional). If you choose to pay by card, you authorise us (through our payment provider, Stripe) to charge the annual fee and any added Seats when they fall due, until you cancel.

5.5 Adding Seats during a Subscription Period. A Super-admin can add Seats at any time in Settings › Team. Added Seats are charged at £30 per Seat for each remaining month (counting part months as whole months) until the next Renewal Date. The amount is shown before you confirm, and confirming generates the invoice (or card charge). All Seats then renew together on the Renewal Date.

5.6 Renewal. Before each Renewal Date we will ask a Super-admin to confirm the number of Seats for the next Subscription Period, and will then invoice (or charge) for those Seats. You may reduce Seats at renewal. If no confirmation is given, the Subscription renews for the same number of Seats. Seats removed during a Subscription Period are not refunded but remain available to reassign to another User until the Renewal Date.

5.7 Late payment. If any payment fails or an invoice is unpaid on its due date, we will notify your billing contact. If payment remains outstanding 14 days after the due date, we may make your Workspace read-only until payment is received. If payment remains outstanding 60 days after the due date, we may terminate under section 12.3. We may charge statutory interest on late invoices under the Late Payment of Commercial Debts (Interest) Act 1998.

5.8 Price changes. We may change our prices by giving at least 30 days' notice by email to your Super-admins. Changes apply from your next Subscription Period. If you do not accept the change, you may cancel before it takes effect.

5.9 Fees are non-refundable except where these Terms say otherwise or the law requires.

6. Your data

6.1 You own your Customer Data. We claim no ownership of it. You grant us a non-exclusive licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Service and as instructed by you under the DPA.

6.2 Data protection. For personal data within Customer Data, you are the controller and we are your processor. The DPA sets out our obligations and applies automatically.

6.3 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data, including having a lawful basis under UK GDPR for recording information about your contacts, and for giving them any privacy information required.

6.4 No AI training, no sale. We do not sell Customer Data, use it for advertising, or use it to train artificial intelligence or machine learning models. The Service does not contain AI features that process Customer Data.

6.5 Aggregate statistics. We may collect technical usage information about the Service (for example, numbers of Workspaces, page loads and error rates) to operate and improve it. This information does not identify you, your Users or your contacts and does not include the content of Customer Data.

6.6 Export. Your Super-admins can export Customer Data at any time while your Workspace is active or read-only [feature to be built before launch].

7. Acceptable use

You must not, and must ensure your Users do not:

(a) use the Service for any unlawful purpose, or to store data you have no lawful right to hold;

(b) upload malicious code, or attempt to gain unauthorised access to the Service, other Workspaces, or our systems;

(c) probe, scan or test the vulnerability of the Service, or carry out load testing, without our written permission;

(d) use the Service to send unsolicited marketing communications;

(e) upload special category data (such as health, ethnicity, religious beliefs or criminal records) or data about children, unless strictly necessary and lawful — the Service is not designed for such data;

(f) copy, resell, sublicense, frame or reverse engineer the Service, or use it to build a competing product;

(g) use automated means to access the Service other than through features we provide; or

(h) use the Service in a way that interferes with other customers' use of it.

We may suspend access (as narrowly as reasonably possible) if we reasonably believe there is a breach of this section that threatens the security or integrity of the Service, and we will tell you promptly why.

8. Our intellectual property

8.1 We (and our licensors) own all rights in the Service, including its software, design, documentation, and the PEAC name and logo. Subject to payment of fees, we grant you a non-exclusive, non-transferable right for your Users to use the Service for your internal business purposes during your subscription.

8.2 If you send us suggestions or feature requests, we may use them freely without obligation to you.

9. Support

9.1 Support is provided by the in-app support ticket system and by email to support@peac.studio. We aim to respond within one working day (Monday to Friday, excluding UK public holidays).

9.2 Help content and how-to guides are available within the Service.

10. Third-party services

The Service is hosted by our managed cloud hosting provider, Abacus, and payments are processed by Stripe. These providers act as our sub-processors as described in the DPA. Your use of Stripe's payment pages is also subject to Stripe's terms.

11. Our commitments

11.1 We will provide the Service with reasonable skill and care and in accordance with these Terms and the DPA.

11.2 We will use reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned maintenance (which we will try to schedule outside UK working hours and announce in advance where practical) and events beyond our reasonable control.

11.3 The Service is a planning and record-keeping tool. Forecasts, weightings, targets and other outputs are calculated from the information you enter and are not financial, legal or business advice. You are responsible for decisions you make using the Service.

11.4 Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. Term, cancellation and termination

12.1 These Terms start when you accept them and continue until your subscription ends.

12.2 Cancelling. Subscriptions renew automatically for successive Subscription Periods of the same length. A Super-admin can cancel at any time in Settings (or by emailing support@peac.studio from a Super-admin's email address). Cancellation takes effect at the end of the current paid Subscription Period; we do not refund the remainder of a period.

12.3 Termination by us. We may terminate your subscription: (a) on 30 days' written notice for any reason, in which case we will refund any fees prepaid for the period after termination; or (b) immediately by written notice if you materially breach these Terms and (where the breach can be fixed) do not fix it within 14 days of notice, if any undisputed fees are more than 60 days overdue, or if you become insolvent.

12.4 Termination by you for our breach. You may terminate immediately by written notice if we materially breach these Terms and (where the breach can be fixed) do not fix it within 14 days of notice, in which case we will refund any fees prepaid for the period after termination.

13. What happens to your data at the end

13.1 When your subscription ends (or a trial expires without a Subscription being started), your Workspace becomes read-only for 30 days so that a Super-admin can export Customer Data.

13.2 After that period we will permanently delete the Workspace and Customer Data from the live Service. Copies in backups are overwritten in the normal backup cycle, within [Backup retention] days.

13.3 We may retain billing records and the record of your acceptance of these Terms for as long as needed to meet legal, tax and accounting obligations.

14. Liability

14.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

14.2 Subject to 14.1, neither party is liable for any: loss of profits, revenue, business, contracts or anticipated savings; loss of goodwill; or any indirect or consequential loss — in each case however arising.

14.3 Subject to 14.1, each party's total liability arising out of or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty or otherwise) in any 12-month period is limited to the greater of (a) the fees paid and payable by you in the 12 months before the event giving rise to the claim and (b) [£1,000].

14.4 Data. We will take regular backups of Customer Data as described in the DPA. In the event of loss or corruption of Customer Data caused by us, your remedy is for us to use reasonable efforts to restore the data from our most recent backup.

14.5 The limits in 14.3 do not apply to your obligation to pay fees.

15. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform these Terms, and disclose it only to its employees, contractors and advisers who need to know it and are bound by equivalent obligations, or as required by law. Customer Data is your confidential information.

16. Changes to these Terms

We may update these Terms from time to time. For material changes we will give at least 30 days' notice by email to your Super-admins and in the Service. If you do not agree, you may cancel before the change takes effect and we will refund any fees prepaid for the period after that date. Continued use after the change takes effect means you accept the updated Terms. The version and effective date are shown at the top.

17. General

17.1 Notices. We will send notices to the email addresses of your Super-admins. You may send notices to support@peac.studio.

17.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (except payment obligations).

17.3 Assignment. You may not transfer these Terms without our consent. We may transfer them to a successor to our business on notice to you.

17.4 Subcontractors. We may use subcontractors and sub-processors to provide the Service, and remain responsible for them.

17.5 Entire agreement. These Terms, the DPA and the Seat and fee details shown in Settings › Team and on your invoices form the entire agreement and replace any earlier discussions. Terms in your purchase orders or supplier conditions do not apply.

17.6 Third parties. No one other than the parties has any right to enforce these Terms, and no third-party right is created under the Contract (Third Party Rights) (Scotland) Act 2017 or the Contracts (Rights of Third Parties) Act 1999.

17.7 Severance and waiver. If any provision is found invalid, the rest remains in force. A failure to enforce a right is not a waiver of it.

17.8 Law and jurisdiction. These Terms and any dispute arising from them are governed by the law of Scotland, and the Scottish courts have exclusive jurisdiction. [Solicitor to confirm: Scots law suits a Scottish company; English law is also an option if most customers are in England.]

PEAC Studio Ltd · Registered in Scotland · Company number SC905679 · Registered office: 5 South Charlotte Street, Edinburgh, EH2 4AN · support@peac.studio