Construct365 customer terms and data processing agreement

Part one: Customer terms

1. Who we are and who these terms are for

1.1 Construct365 is provided by Construct365 Limited, registered in England and Wales, company number 09805408, registered office 3 Brentwater Terrace, Westminster Road, London W7 3FH ("we", "us").

1.2 These terms are between us and the business that subscribes to Construct365 ("you", "the firm"). Construct365 is for business use only; it is not sold to consumers.

1.3 The person who accepts these terms confirms they are authorised to do so for the firm. Your firm admin accepts them when first signing in, or by signing the set-up confirmation we send you.

1.4 The set-up confirmation records your plan, seats, start date and any founding-firm terms. If it differs from these terms, the set-up confirmation applies.

2. The service

2.1 Construct365 is online software for running construction work, from enquiry to the end of the defects period, as described on our website when you subscribe.

2.2 We improve the service over time. We may change or remove features, but we will not materially reduce the core features of your plan during a paid period without telling you first.

2.3 The connection to Xero is optional. When you connect it, Xero's own terms apply to your Xero account, and you authorise us to send and read the information the connection uses.

3. Users and seats

3.1 You can add as many named users as you need.

3.2 Your plan includes a number of concurrent seats. A seat is used by each person who manages work, in the office or on site, while they are signed in. When all seats are in use, the next person can sign in once a seat is free.

3.3 Operatives (a fixed role for recording their own time and completing snags assigned to them) do not use a seat. They are charged per operative who uses Construct365 in a calendar month.

3.4 People from other businesses you invite by link or invitation (for example clients, subcontractors and suppliers) can use only what you invite them to. They do not use a seat and are not charged to you.

3.5 Your firm may have one read-only Adviser, such as your accountant, at no charge.

3.6 You decide who is invited and what roles they have, and you are responsible for their use of Construct365 on your behalf. Keep sign-in details private and tell us straight away if you think an account has been misused.

4. Fees and payment

4.1 Fees are as published on our pricing page, or as stated in your set-up confirmation. All fees are exclusive of VAT, which we add at the applicable rate.

4.2 Seat fees are charged monthly in advance. Operative fees are charged monthly in arrears for the operatives active in the previous month.

4.3 Founding-firm terms (such as a reduced price for the first 12 months) apply for the period stated and then end automatically. Standard fees apply after that.

4.4 We may change our fees by giving you at least 30 days' notice. The change applies from your next billing month after the notice ends.

4.5 If a payment is more than 14 days late, we may suspend access after telling you, until it is paid.

5. Term and cancellation

5.1 Your subscription runs month to month from the start date in your set-up confirmation.

5.2 You can cancel at any time from your firm settings or by emailing us. Cancellation takes effect at the end of the billing month in which you cancel. We do not refund part months.

5.3 You can change your plan or number of seats by asking us. Increases apply straight away; reductions apply from the next billing month.

6. Your data

6.1 Your firm owns the information you and your users put into Construct365, and the documents produced from it ("your data").

6.2 We use your data only to provide the service to you, as set out in the data processing agreement below, which forms part of these terms.

6.3 Each firm's data is kept separate. Other firms can see your data only where you invite them to.

6.4 You can ask us for an export of your data at any time, and we will provide it within 30 days.

6.5 When your subscription ends, we keep your data for 90 days so you can ask for an export, then delete it, except where the law requires us to keep something.

6.6 We may use figures about how the service is used, combined across firms so that no firm or person can be identified, to run and improve Construct365.

7. Figures and documents

7.1 Construct365 calculates figures such as valuations, payment certificates, CIS deductions, VAT, retention, notice dates and sums from the information you enter and the settings you choose.

7.2 You are responsible for checking figures and documents before you issue or rely on them, and for what you send to others. Construct365 does not give legal, tax or accounting advice.

7.3 If you find an error in a calculation, tell us and we will correct it as quickly as we reasonably can.

8. Acceptable use

You must not, and must not let anyone else:

1. use Construct365 unlawfully, or to store or send unlawful material;
2. try to access another firm's data, or parts of the service you are not given access to;
3. interfere with the service, test its security without our written agreement, or introduce harmful code;
4. resell or sublicense the service, or copy or extract the company directory in bulk by automated means.

9. Availability and support

9.1 We aim to keep Construct365 available at all times, but we do not guarantee it will be uninterrupted. We will try to carry out planned maintenance outside normal working hours.

9.2 Support is available by email at partner@construct365.com on UK working days. We aim to reply within one working day.

10. Intellectual property

10.1 We own Construct365 and the software behind it. You get the right to use it for your business while your subscription is active.

10.2 You own your data. You give us the right to use it only as needed to provide the service.

10.3 If you send us suggestions, we may use them without obligation to you.

11. Liability

11.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

11.2 We are not liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.

11.3 We are not liable for loss arising from figures or documents you issue without checking them as clause 7.2 requires.

11.4 Our total liability to you in any 12-month period is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

12. Confidentiality

Each of us will keep the other's confidential information confidential and use it only for the purposes of these terms, except where disclosure is required by law.

13. Suspension and termination

13.1 We may suspend or end your access if you do not pay (clause 4.5), if you break clause 8, or if we must do so by law. Where we can, we will tell you first and give you a chance to put things right.

13.2 Either of us may end these terms straight away by notice if the other becomes insolvent or seriously breaks these terms and does not fix it within 14 days of being asked.

13.3 When these terms end, clause 6.5 applies to your data.

14. Changes to these terms

We may update these terms. We will give you at least 30 days' notice of any change that affects you materially. If you do not accept a change, you may cancel before it takes effect.

15. General

15.1 These terms and your set-up confirmation are the whole agreement between us about Construct365.

15.2 Neither of us may transfer these terms without the other's agreement, except that we may transfer them to a business that takes over Construct365.

15.3 If part of these terms is found unenforceable, the rest still applies.

15.4 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

16. Contact

Construct365 Limited, 3 Brentwater Terrace, Westminster Road, London W7 3FH. Email: partner@construct365.com.

Part two: Data processing agreement

This agreement forms part of the customer terms and applies to personal data in your firm's data.

A. Roles

A.1 For personal data in your data, your firm is the controller and we are your processor under the UK GDPR and the Data Protection Act 2018.

A.2 For your users' account, sign-in and billing details, and for the public company directory, we are a controller in our own right, as set out in our privacy policies.

B. The data

C. Our obligations

We will:

1. process personal data only on your documented instructions, which are these terms and your use of the service, unless the law requires otherwise (and then tell you, if allowed);
2. make sure everyone with access is bound by confidentiality;
3. keep appropriate security in place, including encryption in transit, access limited by role, separation of each firm's data, and records of activity;
4. help you respond to requests from people exercising their data rights, and with security, breach notification and impact assessments, taking into account what we are able to do;
5. tell you without undue delay, and in any case within 48 hours, after becoming aware of a personal data breach affecting your data;
6. at the end of the service, return your data by export on request and then delete it, as in clause 6.5 of the customer terms;
7. make available the information you reasonably need to show compliance with this agreement, and allow reasonable audits on reasonable notice.

D. Sub-processors

D.1 You authorise us to use the sub-processors listed on our sub-processor page, which includes our hosting and database provider, file storage, email delivery, payments (Stripe) and, only if you connect it, Xero.

D.2 We will give you at least 30 days' notice of a new sub-processor. If you object on reasonable data protection grounds, you may cancel before it is used for your data.

D.3 We will put contract terms in place with each sub-processor that protect personal data to the same standard as this agreement, and remain responsible for them.

E. International transfers

Some sub-processors may process data outside the UK. Where they do, we will rely on UK adequacy regulations or the UK International Data Transfer Agreement or Addendum, as the UK GDPR requires.

F. Your obligations

You confirm that you have a lawful basis for the personal data you put into Construct365 and that you have told the people concerned as the law requires.