Subscription terms

PUBTOOLS – SUBSCRIPTION TERMS AND CONDITIONS Effective date: 9 October 2026 1. ABOUT THESE TERMS These Terms and Conditions govern access to and use of the PubTools website, PubTools Cloud, customer and staff applications, games, associated software modules and related services (together, the "Services"). The Services are provided by [LEGAL COMPANY NAME], trading as PubTools ("PubTools", "we", "us" or "our"), of [REGISTERED OR BUSINESS ADDRESS]. By registering, subscribing to, accessing or using the Services, you agree to these Terms on behalf of the business or organisation you represent ("Customer", "you" or "your"). The Services are provided exclusively for business and professional use and are not offered as consumer subscriptions. 2. SUBSCRIPTIONS AND ACCOUNTS Access to paid features requires an active subscription. Subscriptions may include individual modules, bundled packages, optional upgrades and additional services. The features, prices, billing periods and limitations applicable to a subscription are those displayed or confirmed when the Customer subscribes. PubTools may approve or decline registration applications and may require identity, business ownership or payment verification. Customers are responsible for maintaining accurate account information, protecting login credentials and ensuring that authorised users comply with these Terms. 3. FEES AND PAYMENT Subscription fees are payable in advance unless otherwise agreed in writing. Prices are exclusive of VAT unless expressly stated otherwise. Subscriptions renew automatically at the end of each billing period unless cancelled before renewal through the available account cancellation facility or by written notice to PubTools. PubTools may change subscription prices by providing at least 30 days' advance notice. Price increases will normally take effect at the next renewal. Customers may cancel before the new price takes effect. Failure to pay may result in suspension after reasonable notice. PubTools may suspend access immediately where necessary to protect security, prevent fraud or comply with the law. Payments may be processed by authorised third-party payment providers. 4. SERVICE AVAILABILITY AND DOWNTIME PubTools aims to provide a reliable and professionally maintained service. However, no software, website, internet connection, hosting platform or cloud-based service can be guaranteed to operate without interruption. Unless a separate written service-level agreement expressly provides otherwise, PubTools does not guarantee: - Continuous or uninterrupted availability. - 100% uptime. - Error-free operation. - Uninterrupted access to any particular module. - Continuous compatibility with all devices, browsers or external services. - Immediate resolution of faults. - Permanent availability of third-party integrations. Services may be temporarily unavailable because of scheduled maintenance, urgent repairs, security updates, hosting failures, network disruptions, power failures, cyberattacks, third-party outages, software defects or circumstances outside our reasonable control. PubTools may undertake emergency maintenance or suspend affected functionality without advance notice where reasonably necessary for security, safety or service integrity. 5. EXCLUSION OF DOWNTIME AND BUSINESS LOSSES SUBJECT TO CLAUSE 7 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PUBTOOLS SHALL NOT BE LIABLE FOR: - Loss of profits or revenue. - Loss of sales, bookings or orders. - Loss of business or anticipated savings. - Loss of goodwill or business opportunity. - Business interruption or trading disruption. - Staff costs or wasted management time arising from unavailable Services. - Indirect or consequential loss or damage. These exclusions apply whether the alleged loss arises from downtime, interrupted connectivity, software defects, failed integrations, delayed notifications, third-party service failures or inability to access the Services, and whether the claim is brought in contract, tort (including negligence) or otherwise. The Customer acknowledges that PubTools is a business management and operational support platform and is not a guarantee of uninterrupted trading or commercial performance. The Customer is responsible for maintaining appropriate operational contingency arrangements. 6. BACKUPS AND BUSINESS CONTINUITY The Customer must maintain reasonable backup procedures and alternative operating arrangements appropriate to the importance of the Services to its business. These may include alternative reservation records, manual operating procedures, staff communication arrangements and independent copies of essential business information. PubTools will take reasonable measures to protect information under its control. However, it does not warrant that data can always be restored following every conceivable technical incident. Customers must not rely on the Services as their only means of preserving business-critical records where independent retention is necessary. 7. LIMITATION OF LIABILITY Nothing in these Terms excludes or limits liability for: - Death or personal injury caused by negligence. - Fraud or fraudulent misrepresentation. - Any liability that cannot lawfully be excluded or restricted. - Any obligation or remedy that applicable data protection law does not permit to be excluded. Subject to those exceptions and to the extent permitted by law, PubTools' total aggregate liability arising out of or relating to the Services in any rolling 12-month period shall not exceed the total subscription fees paid or payable by the Customer for the affected Services during the 12 months immediately preceding the event giving rise to the claim. For a free service, the corresponding contractual liability limit shall be £100, subject to the exceptions above. These limitations are intended to represent a reasonable allocation of risk having regard to the subscription pricing, nature of the Services and availability of alternative operating arrangements. Where the Services suffer a continuous material outage attributable to PubTools for more than 30 consecutive days, the Customer may terminate the affected subscription and receive a proportionate refund of unused prepaid subscription fees for the affected Services. This does not limit any remedy that cannot lawfully be excluded. 8. THIRD-PARTY SERVICES PubTools may integrate with external payment providers, email systems, hosting providers, television and sports information services, booking services, point-of-sale systems and other third-party platforms. External services are independently operated and may change, restrict or discontinue their functionality. PubTools is not responsible for the acts or omissions of third-party providers to the extent that applicable law permits such responsibility to be excluded. Customers may be required to accept separate third-party terms. 9. PAYMENTS, BOOKINGS AND CUSTOMER TRANSACTIONS Where PubTools provides reservations, ticketing, ordering, deposits, payments or other transaction-related functionality, the subscribing business remains responsible for its own products, services, pricing, refunds, fulfilment and customer relationships. PubTools does not become the seller of a venue's goods or services merely by providing software that facilitates a transaction. The Customer is responsible for ensuring that displayed prices, tax treatment, booking conditions, cancellation policies and customer communications are accurate and lawful. Third-party payment processing remains subject to the terms of the relevant payment provider. 10. REGULATORY COMPLIANCE PubTools may provide tools for food safety, staff administration, records management, incident reporting, events and other operational activities. These features support business administration but do not replace professional advice, statutory inspections, regulatory responsibilities or legally required procedures. The Customer remains responsible for complying with applicable food hygiene, employment, licensing, consumer protection, health and safety, data protection and other laws relevant to its operations. Use of PubTools does not constitute certification of compliance with any legal or regulatory requirement. 11. DATA OWNERSHIP AND PROTECTION Customers retain ownership or control of business information, content and records that they lawfully submit to the Services. PubTools does not acquire ownership of Customer business data merely because it hosts or processes that data. Each party must comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, as amended. Where PubTools processes personal data on behalf of a Customer, the Customer will normally act as data controller and PubTools as data processor. Such processing is subject to the Data Processing Provisions in clause 18 and any separately agreed data processing agreement. PubTools may process account, billing, security and service administration information as an independent controller, as described in its Privacy Notice. 12. SOFTWARE OWNERSHIP AND LICENSING The PubTools software, source code, platform designs, branding, documentation, interfaces and associated intellectual property remain the property of PubTools or its licensors. An active subscription grants the Customer a limited, non-exclusive, non-transferable right to use the subscribed Services for its legitimate internal business operations. Customers must not reverse-engineer, unlawfully copy, redistribute, resell or commercially exploit the software without written permission, except where the law expressly permits otherwise. 13. ACCEPTABLE USE Customers must not: - Use the Services for unlawful or fraudulent purposes. - Attempt unauthorised access to other accounts or systems. - Interfere with platform security or availability. - Upload malicious software or unlawful material. - Circumvent licensing or subscription controls. - Use the Services in a manner that unreasonably harms other users. PubTools may restrict or suspend activity that creates a genuine security, legal or operational risk. 14. SOFTWARE UPDATES AND FEATURE CHANGES PubTools may introduce enhancements, security updates, corrections and changes to the Services. Features may be modified or withdrawn for technical, security, legal or commercial reasons. Where practicable, PubTools will give reasonable notice of material adverse changes to subscribed functionality. If a change substantially removes paid functionality, the Customer may cancel the affected subscription and request a proportionate refund of unused prepaid fees relating to that functionality. 15. SUPPORT Support is provided through the channels and at the service levels applicable to the Customer's subscription. Unless expressly agreed in writing, no guaranteed repair time, response time or resolution deadline applies. PubTools will use reasonable efforts to investigate reported faults and restore affected functionality. 16. CANCELLATION AND TERMINATION Customers may cancel subscription renewal through their account or by contacting PubTools. Cancellation normally takes effect at the end of the current paid billing period. Fees already charged are generally non-refundable except where these Terms, a separate agreement or applicable law provides otherwise. PubTools may terminate accounts for serious or repeated breaches of these Terms, unlawful use, unresolved non-payment or material security risks, subject to any notice required by law. On termination, access to paid functionality may cease. Customers should export necessary records before the end of their subscription, where export functionality is available. 17. EVENTS OUTSIDE OUR CONTROL Neither party shall be liable for failure or delay in performing obligations caused by events beyond its reasonable control, other than payment obligations already due. Such events may include major infrastructure failures, natural disasters, widespread telecommunications disruption, war, civil emergencies, government restrictions or significant cyber incidents not reasonably preventable through appropriate security measures. The affected party will use reasonable efforts to mitigate the effects. 18. DATA PROCESSING PROVISIONS These provisions apply where PubTools processes personal data on the Customer's behalf. 18.1 Scope and duration Processing lasts for the subscription period and any additional period reasonably necessary for return, deletion, backup expiry or legal compliance. 18.2 Nature and purpose PubTools processes information to provide, secure, maintain, support and operate the subscribed modules, including permitted customer, employee, booking, event and administrative functions. 18.3 Categories of individuals and information Depending on enabled modules, information may concern Customer staff, managers, guests, members, event participants and other individuals entered into the platform. This may include names, contact details, reservation information, work-related records, transaction references, user-generated content and other information configured by the Customer. 18.4 Customer instructions PubTools will process such personal data only on the Customer's documented instructions, including these Terms and the Customer's lawful configuration and use of the Services, unless otherwise required by applicable law. 18.5 Confidentiality and security PubTools will ensure that persons authorised to process Customer personal data are subject to appropriate confidentiality obligations and will implement appropriate technical and organisational security measures. 18.6 Sub-processors The Customer gives general authorisation for PubTools to use necessary hosting, infrastructure, communications, support and other sub-processors, provided applicable data protection requirements are met. PubTools will provide information about intended material changes to sub-processors, allowing the Customer a reasonable opportunity to object. PubTools will impose appropriate written data protection obligations on authorised sub-processors. 18.7 Assistance and incidents Taking account of the nature of processing and information available, PubTools will provide reasonable assistance with data subject requests, security incidents, breach notifications, impact assessments and consultations with supervisory authorities where legally required. PubTools will inform the Customer without undue delay after becoming aware of a personal data breach affecting Customer data, as required by applicable law. 18.8 Return and deletion At the Customer's choice, PubTools will return or delete Customer personal data following termination, subject to applicable legal retention obligations and technically necessary backup expiry procedures. 18.9 Compliance information PubTools will make available information reasonably necessary to demonstrate compliance with applicable processor obligations and permit legally required audits or inspections under appropriate confidentiality and security arrangements. 18.10 International transfers Any international transfer of Customer personal data will be carried out only in accordance with applicable data protection legislation and appropriate transfer safeguards. 18.11 Controller responsibilities The Customer is responsible for establishing a lawful basis for its processing activities, providing necessary privacy information, managing data subject requests and ensuring that information entered into the Services is lawful and accurate. 19. CHANGES TO THESE TERMS PubTools may update these Terms to re