End User Licence Agreement

1. Definitions

2. Acceptance of Terms

By creating an Account, accessing the Platform, or clicking “I agree” during registration, you confirm that you have read, understood, and agree to be bound by this Agreement on behalf of yourself and, where applicable, the Subscriber.

If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not have that authority, you must not accept this Agreement or use the Platform.

If you do not agree to these terms, you must not use the Platform.

3. The Licence

3.1 Grant of licence

Subject to the terms of this Agreement and payment of the applicable subscription fees, Cole grants you a non-exclusive, non-transferable, revocable licence to access and use the Platform during the subscription term, solely for your internal business purposes in connection with the operation of your trade business.

3.2 Licence restrictions

You must not, and must not permit any User to:

• copy, modify, adapt, translate, or create derivative works of the Platform or any part of it
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• sublicence, sell, resell, transfer, assign, or otherwise exploit the Platform commercially for the benefit of third parties
• use the Platform to build a competing product or service
• use automated means (including scripts, bots, or crawlers) to access or scrape the Platform
• attempt to gain unauthorised access to any part of the Platform or its related systems
• use the Platform in any way that violates applicable law or regulation
• remove, alter, or obscure any proprietary notices on the Platform

3.3 Subcontractor access

You may invite subcontractors to access the Platform under a free Compliance Profile. Subcontractors accepting such an invitation are bound by this Agreement as Users. As Subscriber, you are responsible for ensuring your invited Users comply with this Agreement.

4. Account Registration and Security

4.1 Registration

To use the Platform you must register for an Account and provide accurate, current, and complete information. You must update your Account information promptly if it changes. Cole may verify your identity and business details as part of the registration process.

4.2 Account security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify Cole immediately at security@usecole.co.uk if you become aware of any unauthorised access to or use of your Account.

4.3 One account per business

Each subscription covers one legal entity. You must not share access across multiple businesses under a single Account.

5. Subscription, Fees, and Payment

5.1 Subscription plans

Cole offers subscription plans as set out on the pricing page at usecole.co.uk/pricing. Plans differ by user limits and feature access. Cole reserves the right to modify plans and pricing with 30 days’ written notice to Subscribers.

5.2 Payment

Subscription fees are billed in advance on a monthly or annual basis depending on the billing cycle selected. Payment is processed by Stripe. By providing payment details you authorise Cole to charge the applicable fees on the billing cycle.

5.3 Free trial

Cole may offer a free trial period. During the free trial you have access to the Platform subject to this Agreement. At the end of the trial period, your Account will automatically move to the selected paid plan unless you cancel before the trial ends. No charge is made if you cancel during the trial.

5.4 Late payment

If a payment fails, Cole will notify you and make reasonable attempts to collect payment. If payment remains outstanding for 14 days, Cole may suspend access to the Platform without further notice. Access is restored on full payment of outstanding amounts.

5.5 No refunds

Subscription fees are non-refundable except where required by applicable law or as expressly stated in this Agreement. If you downgrade to a lower plan mid-cycle, no refund is issued for the difference; the change takes effect at the next billing cycle.

5.6 Payment processing fees

Cole charges a platform fee on payments processed through the Platform’s Payment Services, in addition to applicable Stripe fees. Current rates are set out at usecole.co.uk/pricing. These fees are deducted automatically from payments processed before funds are transferred to your connected bank account.

6. Customer Data

6.1 Ownership

You retain full ownership of all Customer Data you upload to or generate within the Platform. Cole claims no intellectual property rights in your Customer Data.

6.2 Licence to Cole

You grant Cole a limited, non-exclusive licence to use, copy, store, process, and display your Customer Data solely to the extent necessary to provide the Platform and perform our obligations under this Agreement. This licence terminates when you delete the data or close your Account, subject to any legal retention requirements.

6.3 Data responsibility

You are solely responsible for the accuracy, quality, legality, and appropriateness of your Customer Data. Cole is not responsible for any errors, inaccuracies, or losses arising from your Customer Data.

6.4 Data export

You may export your Customer Data from the Platform at any time during your subscription. Cole will provide reasonable assistance with data export requests made within 30 days of Account closure.

6.5 Data deletion

On Account closure, Cole will delete or anonymise your Customer Data within 90 days, unless we are required to retain it by law or for the resolution of ongoing disputes. Aggregated, anonymised data that cannot identify you or your business may be retained indefinitely for platform improvement purposes.

7. Intellectual Property

Cole and its licensors own all intellectual property rights in the Platform, including the software, design, trademarks, logos, and all content created by Cole. This Agreement does not transfer any intellectual property rights to you. The Cole name, logo, and brand elements may not be used without prior written consent.

8. Acceptable Use

You must use the Platform only for lawful purposes in connection with the operation of your trade business. You must not use the Platform to:

• engage in any fraudulent, deceptive, or misleading activity
• transmit, store, or process data in violation of any applicable law or the rights of any third party
• upload or transmit any content that is defamatory, obscene, offensive, or otherwise objectionable
• attempt to circumvent the Platform’s security measures
• interfere with or disrupt the integrity or performance of the Platform or the data contained within it
• facilitate or assist in any tax evasion or fraudulent financial activity

Cole reserves the right to suspend or terminate access immediately if we reasonably believe this clause has been breached, without liability to you.

9. Subcontractor Compliance Profile

The compliance profile feature allows subcontractors to store and share their compliance documents with connected contractors. The following terms apply specifically to this feature:

• Subcontractors are solely responsible for the accuracy and currency of documents uploaded to their compliance profile
• Cole does not verify the authenticity of any compliance documents stored on the Platform
• Main contractors should independently verify compliance documents for high-risk or regulated work
• Cole’s expiry alerts are provided as a convenience only and do not constitute compliance advice
• Cole accepts no liability for any loss arising from reliance on compliance information held on the Platform

10. Payment Services

The Platform’s Payment Services are powered by Stripe Connect. By using the Payment Services you agree to Stripe’s Connected Account Agreement and Terms of Service in addition to this Agreement. Cole acts as a platform intermediary and is not responsible for the processing, settlement, or security of payments, which are the responsibility of Stripe.

You are responsible for ensuring that all invoices and payment requests made through the Platform are accurate and lawful. Cole does not provide financial, legal, or tax advice in connection with the Payment Services.

11. Third-Party Integrations

The Platform integrates with third-party services including Xero, QuickBooks, and Stripe. Your use of these integrations is subject to the terms and conditions of those third parties. Cole is not responsible for any errors, outages, or changes to third-party services. Cole does not warrant that integrations will be uninterrupted or error-free.

12. Availability and Maintenance

Cole targets 99.9% uptime but does not guarantee uninterrupted availability of the Platform. Scheduled maintenance will be communicated with reasonable advance notice where possible. Cole is not liable for any loss arising from Platform unavailability.

13. Warranties and Disclaimers

Cole warrants that it will provide the Platform with reasonable skill and care consistent with industry standards. Cole does not warrant that:

• the Platform will meet all of your requirements
• the Platform will be error-free or uninterrupted
• any defects will be corrected within a specific timeframe
• the AI features of the Platform (including labour estimates and scheduling suggestions) will be accurate or suitable for your specific circumstances

The Platform is provided “as is” to the extent permitted by applicable law. Cole expressly disclaims all implied warranties, including implied warranties of merchantability and fitness for a particular purpose.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• Cole’s total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total subscription fees paid by you to Cole in the 12 months immediately preceding the event giving rise to the claim
• Cole shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if Cole has been advised of the possibility of such damages

Nothing in this Agreement excludes or limits Cole’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Cole and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of the Platform in violation of this Agreement
• your Customer Data infringing the intellectual property or other rights of any third party
• your violation of any applicable law or regulation

16. Term and Termination

16.1 Term

This Agreement commences on the date you create an Account and continues until terminated in accordance with this clause.

16.2 Termination by you

You may cancel your subscription at any time through your Account settings or by contacting us at support@usecole.co.uk. Cancellation takes effect at the end of the current billing cycle. No refund is provided for the remainder of the billing cycle.

16.3 Termination by Cole

Cole may terminate this Agreement immediately on written notice if:

• you materially breach this Agreement and fail to remedy the breach within 14 days of notice
• you become insolvent, enter administration, or are subject to winding-up proceedings
• we are required to do so by law or a regulatory authority

16.4 Effect of termination

On termination, your licence to use the Platform ceases immediately. Cole will provide access to Customer Data export for 30 days following termination before deletion in accordance with clause 6.5.

17. Governing Law and Disputes

This Agreement is governed by the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of 30 days from written notice of the dispute.

18. General

18.1 Entire agreement

This Agreement, together with the Privacy Policy and any applicable order forms or subscription confirmations, constitutes the entire agreement between you and Cole regarding the Platform and supersedes all prior agreements.

18.2 Amendments

Cole may update this Agreement from time to time. We will notify you of material changes by email or prominent notice within the Platform at least 30 days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated terms. If you do not agree to updated terms, you must stop using the Platform and cancel your subscription.

18.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

18.4 Waiver

No failure to exercise and no delay in exercising any right under this Agreement shall operate as a waiver of that right.

18.5 Assignment

You may not assign or transfer your rights or obligations under this Agreement without Cole’s prior written consent. Cole may assign this Agreement to any successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets.

18.6 Force majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, telecommunications failures, or government actions.

18.7 Contact

For questions about this Agreement, contact Cole at legal@usecole.co.uk or by post to: Cole Technologies Ltd, [Registered address], England.