Terms of service
Draft, not yet in force. This draft has not been reviewed by a solicitor and has no legal effect until it is published as final.
Items marked [TO CONFIRM] are open points for the owner to settle before these terms are used.
1. Who we are
Delvair is a trading name of Connor Brown, of 21 Denton Road, Peterborough, PE2 8PD ("we", "us", "Delvair"). You can contact us at delvairsoftware@gmail.com.
"You" means the business that signs up to use Delvair (the "Customer").
2. The service
Delvair is a cloud platform for specialist contractors. It includes tools for quotes, invoices, certificates, RAMS, O&M packs, an engineer mobile app and branding settings (the "Service"). These terms apply to your use of the Service and to the order you place with us (the "Order").
3. Who can use it
The Service is for business use only. You confirm that you are acting for a business and that you have authority to agree to these terms for it.
4. Plans, users and fees
- The plan you choose, the number of office users included and the fees are set out in your Order and on our pricing page.
- Engineers are unlimited on every plan. Additional office users are charged at the rate shown on our pricing page.
- A one-off onboarding fee applies to Essentials and Professional plans, as shown in your Order.
- All prices exclude VAT, which is added where applicable.
- Annual billing is ten times the monthly price.
- Payment terms: [TO CONFIRM: for example invoiced in advance, payable within 14 days].
- We may change our prices on at least 30 days' written notice. A change takes effect at your next billing period.
- If an invoice is overdue, we may suspend access after giving you reasonable written notice.
- The onboarding fee is [TO CONFIRM: refundable or non-refundable once onboarding has started].
5. Term and cancellation
- The Service continues until you or we end it.
- Either party may end the agreement by giving 30 days' written notice. Email is sufficient.
- Fees are payable up to the end of the notice period. [TO CONFIRM: whether annual plans are refundable on early termination].
- Either party may end the agreement immediately by written notice if the other commits a material breach and fails to fix it within 14 days of being asked, or becomes insolvent.
6. Your account and acceptable use
You are responsible for your users and for keeping their login details secure. You must not:
- use the Service unlawfully or to store unlawful content;
- attempt to access other customers' data or break the security of the Service;
- copy, resell or reverse engineer the Service, except as the law allows;
- overload the Service or interfere with its operation.
We may suspend access where needed to protect the Service or other customers, and will tell you promptly where we can.
7. Your data
- You own the data you put into the Service ("Customer Data").
- You give us the right to process Customer Data only to provide the Service to you.
- Where Customer Data includes personal data, we act as your processor. Our data processing terms apply and form part of this agreement.
- You are responsible for the accuracy and legality of your Customer Data, including having a lawful basis to give it to us.
- On request, and within 90 days after the agreement ends, you may ask us to export your data. After 90 days we delete it, subject to any legal duty to keep it.
8. Support
We provide support by phone and email from 7am to 10pm. We aim to respond to support requests within 2 hours during those hours. [TO CONFIRM: days of the week covered]. This is a target, not a guarantee.
9. Availability and changes
We work to keep the Service available and secure, but cannot promise it will be uninterrupted or error free. We may update the Service, add or remove features, and carry out maintenance. We will try to give notice of planned downtime.
10. Documents you produce
Certificates, RAMS, O&M packs and other documents are produced using information you and your engineers enter. You remain responsible for checking they are accurate, complete and suitable for their purpose and for any standards, regulations or client requirements that apply. Delvair does not provide fire protection, engineering, legal or compliance advice.
11. Intellectual property
We own the Service and all rights in it. You get a limited, non-exclusive, non-transferable right to use it during the agreement. Your logo, branding and Customer Data remain yours.
12. Liability
Nothing limits liability that cannot be limited by law, including for death or personal injury caused by negligence or for fraud.
Subject to that:
- we are not liable for loss of profit, revenue, goodwill or anticipated savings, or for indirect or consequential loss; and
- our total liability arising from the agreement in any 12 month period is limited to [TO CONFIRM: for example the fees you paid in the previous 12 months].
13. Confidentiality
Each party will keep the other's confidential information secret and use it only for the agreement, unless the law requires disclosure.
14. General
- These terms and your Order are the whole agreement and replace earlier discussions.
- We may update these terms by giving you at least 30 days' notice. If you object you may end the agreement under clause 5.
- Neither party is liable for delay caused by events outside its reasonable control.
- If part of these terms is unenforceable, the rest remains in force.
- You may not transfer your rights without our written consent.
- These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.