Terms of Service

1. Definitions

• "Account" means the user account you create to access the Service.
• "Workspace" means the isolated organisational environment within GraftPal where you and your authorised team members manage business data.
• "Workspace Owner" means the user who created the Workspace and holds ultimate administrative control over it.
• "Team Member" means any user invited to a Workspace with an assigned role (Owner, Admin, Manager, Member, or Viewer).
• "Client Portal User" means a third-party end user (your client) who accesses the Client Portal via a separate authentication mechanism.
• "Content" means all data, text, files, documents, images, contracts, invoices, proposals, quotes, messages, and other materials uploaded to, generated by, or transmitted through the Service.
• "Subscription Plan" means the paid tier you select (Starter, Professional, or Business), which determines feature access, usage limits, and pricing.
• "AI Features" means any artificial-intelligence-powered functionality within the Service, including GraftPal AI, content generation, lead scoring, forecasting, and agent capabilities.

2. Eligibility

You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement.

3. Account Registration & Security

3.1 Account Creation

To use the Service, you must register for an Account by providing accurate and complete information, including your first name, surname, and a valid email address. You agree to keep your Account information current and accurate at all times.

3.2 Account Security

You are responsible for maintaining the confidentiality of your password and for all activities that occur under your Account. You must immediately notify us of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss arising from your failure to safeguard your login credentials.

3.3 Workspaces & Team Access

When you create a Workspace, you become the Workspace Owner. You may invite additional Team Members and assign roles with varying levels of permissions. You are responsible for managing access to your Workspace and for the actions of all Team Members within it.

3.4 Client Portal Access

You may enable Client Portal access for your end clients. Client Portal Users are authenticated separately and have access only to the data you have shared with them (documents, invoices, contracts, messages, etc.). You are responsible for ensuring your clients understand and consent to the relevant terms when accessing the Client Portal.

4. Subscription Plans, Billing & Payments

4.1 Subscription Plans

The Service is offered under tiered Subscription Plans. Each plan defines feature availability, usage limits (such as number of clients, leads, invoices, and team seats), and pricing. The current plans and pricing are published on our website and are incorporated by reference into these Terms.

4.2 Free Trial

We may offer a free trial period (currently 14 days on the Starter plan) to new subscribers. The free trial is provided so that you can evaluate the Service before committing to a paid subscription. At the end of the trial period, your subscription will automatically convert to a paid plan unless you cancel before the trial expires. We reserve the right to modify or discontinue the free trial at any time without notice.

4.3 Payment Processing

All payments are processed through Stripe, our third-party payment processor. By subscribing to a paid plan, you authorise us to charge the applicable fees to your designated payment method. You agree to provide current, complete, and accurate billing information.

4.4 Billing Cycles & Renewals

Subscriptions are billed on a recurring basis (monthly or annually, as selected). Your subscription will automatically renew at the end of each billing cycle at the then-current rate unless you cancel before the renewal date.

4.5 Price Changes

We reserve the right to change our pricing at any time. If we change the pricing for your Subscription Plan, we will provide you with at least 30 days' prior notice. The new pricing will take effect at the start of your next billing cycle following the notice period.

4.6 Additional Seats

Additional team member seats may be purchased at the advertised per-seat rate for your Subscription Plan. Seat charges are prorated and billed in accordance with your billing cycle.

4.7 Upgrades & Downgrades

You may upgrade or downgrade your Subscription Plan at any time through the Service. Upgrades take effect immediately, and you will be charged the prorated difference for the remainder of your billing cycle. Downgrades take effect at the start of the next billing cycle.

4.8 Cancellation & Refunds

You may cancel your subscription at any time. Upon cancellation, you will retain access to the Service until the end of your current billing period. All fees are non-refundable. Because we offer a free trial period, you have the opportunity to fully evaluate the Service before any payment is taken. By subscribing to a paid plan, you acknowledge that you have had sufficient opportunity to assess the Service during the free trial and that no refunds will be issued for subscription fees already paid, except where required by applicable law. We reserve the right to offer refunds or credits on a case-by-case basis at our sole discretion, but are under no obligation to do so.

4.9 Failed Payments

If a payment fails, we will attempt to process the charge again. If payment cannot be collected after reasonable attempts, we may suspend or terminate your access to the Service. You remain responsible for any uncollected amounts.

5. Use of the Service

5.1 Permitted Use

You may use the Service only for lawful business purposes in accordance with these Terms. The Service is designed for legitimate business operations including client management, lead tracking, invoicing, quoting, project management, contract management, and related activities.

5.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Send unsolicited bulk emails (spam) through the Service's email or marketing features, or violate any anti-spam legislation (including CAN-SPAM, GDPR, or PECR).
• Upload, transmit, or store any content that is defamatory, obscene, abusive, threatening, or otherwise objectionable.
• Attempt to gain unauthorized access to any part of the Service, other users' accounts, or any systems or networks connected to the Service.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Use the Service to infringe upon any third party's intellectual property rights.
• Use automated scripts, bots, or other means to access the Service in a manner that exceeds reasonable use or circumvents rate limits, unless authorised through our API.
• Resell, sublicence, or redistribute the Service without our prior written consent.
• Use the Service to collect, store, or process sensitive personal data (such as health information, financial account numbers, or government-issued identification numbers) beyond what is necessary for normal business operations.
• Use AI Features to generate content that is misleading, fraudulent, or intended to deceive.

5.3 API Access

If your Subscription Plan includes API access, your use of the API is subject to these Terms and any additional API-specific guidelines we publish. API usage is subject to rate limiting and you must not exceed the documented rate limits.

5.4 Email & Marketing Features

When using the Service's email marketing, campaign, and workflow features, you are solely responsible for compliance with all applicable email marketing laws, including obtaining proper consent from recipients, honouring unsubscribe requests promptly, and including required sender identification. We reserve the right to suspend your email privileges if we detect or receive reports of non-compliance.

6. Your Content

6.1 Ownership

You retain all rights, title, and interest in and to the Content you upload, create, or transmit through the Service. GraftPal does not claim ownership of your Content.

6.2 Licence Grant

By uploading Content to the Service, you grant us a limited, non-exclusive, worldwide, royalty-free licence to store, process, display, and transmit your Content solely as necessary to provide and improve the Service. This licence terminates when you delete your Content or when your Account is terminated, except for copies retained in backups for a reasonable period.

6.3 Content Responsibility

You are solely responsible for the Content you upload, create, or share through the Service, including contracts, invoices, proposals, quotes, and messages sent to your clients. You represent and warrant that you have all necessary rights and permissions to use, upload, and share such Content.

6.4 Content Removal

We reserve the right to remove any Content that violates these Terms or applicable law, or that we reasonably believe may create liability for us. We will make reasonable efforts to notify you before or promptly after removing Content, unless prohibited by law.

7. Electronic Signatures & Contracts

7.1 E-Signature Functionality

The Service includes electronic signature and contract management capabilities. When you or your clients sign a contract electronically through the Service, you acknowledge that electronic signatures may have the same legal effect as handwritten signatures under applicable law (including the Electronic Communications Act 2000 in England and Wales, eIDAS in the EU, and the ESIGN Act in the United States).

7.2 Your Responsibility

You are solely responsible for the content, accuracy, and legality of any contracts you create or send through the Service. GraftPal does not provide legal advice and is not a party to any contract between you and your clients. We recommend consulting a qualified legal professional for contract-related matters.

7.3 Signature Records

We maintain records of electronic signatures, including the signer's name, email address, IP address, and timestamp. These records are retained as part of the signed contract for evidentiary purposes.

8. AI Features

8.1 Nature of AI Output

The Service includes AI-powered features that generate content, insights, forecasts, and recommendations. AI-generated output is provided for informational and assistive purposes only. You are solely responsible for reviewing, verifying, and approving any AI-generated content before use. We do not guarantee the accuracy, completeness, or suitability of any AI-generated output.

8.2 Data Processing for AI

AI Features process data within your Workspace to provide contextually relevant responses. Your Workspace data is isolated and is not shared with other users or workspaces. We use third-party AI providers (currently OpenAI) to process AI requests. Data sent to AI providers is subject to their respective terms of service and privacy policies.

8.3 AI Output Ownership

To the extent permitted by law, you own the output generated by AI Features based on your inputs and Workspace data. However, similar or identical outputs may be generated for other users based on similar inputs. We make no guarantee of exclusivity of AI-generated content.

8.4 Restrictions

You must not use AI Features to generate content that is harmful, misleading, fraudulent, or that violates any law or regulation. You must not attempt to extract, reverse-engineer, or replicate the underlying AI models.

9. Website Builder & Public Sites

9.1 Website Publishing

The Service includes a website builder that allows you to create and publish public-facing websites. You are solely responsible for all content published on your website, including compliance with applicable laws, intellectual property rights, and accessibility requirements.

9.2 Custom Domains

You may connect custom domains to your website. You are responsible for domain registration, DNS configuration, and compliance with your domain registrar's terms. We are not responsible for domain-related disputes or the availability of specific domain names.

9.3 Lead Capture Forms

If you use lead capture forms on your public website, you are responsible for ensuring compliance with applicable data protection laws (including GDPR, if applicable) regarding the collection, processing, and storage of personal information from form submissions.

10. Client Portal

10.1 Portal Access

The Client Portal allows your end clients to view shared documents, invoices, contracts, job progress, tasks, and exchange messages with your team. You control what data is visible to each Client Portal User through the Service's visibility settings.

10.2 Your Client Relationships

GraftPal is not a party to the relationship between you and your clients. You are responsible for your obligations to your clients, including data protection obligations, contractual commitments, and dispute resolution. You should ensure your clients are informed about how their data is processed when using the Client Portal.

10.3 Revoking Access

You may revoke a client's portal access at any time. Upon revocation, the client's portal sessions will be invalidated and any outstanding portal invitations will be revoked.

11. Integrations & Third-Party Services

11.1 Third-Party Integrations

The Service integrates with third-party services including, but not limited to, Stripe (payments), Dropbox Sign (e-signatures), Mailgun (email delivery), Google Calendar, QuickBooks, Xero, HubSpot, Mailchimp, Slack, and Zapier. Your use of these integrations is subject to the respective third party's terms of service and privacy policy.

11.2 Stripe Connect

If you connect your own Stripe account to collect payments from your clients, you are responsible for compliance with Stripe's terms, including their Connected Account Agreement. We facilitate the technical connection but are not responsible for disputes between you, Stripe, and your clients regarding payments.

11.3 Data Sharing

When you enable an integration, data may be shared between the Service and the third-party service as necessary for the integration to function. You consent to this data sharing by enabling the integration. We recommend reviewing each third party's privacy policy before enabling an integration.

11.4 No Warranty for Third-Party Services

We do not control and are not responsible for the availability, accuracy, or reliability of third-party services. We make no warranties or representations regarding third-party services and disclaim all liability for any issues arising from their use.

12. Data Protection & Privacy

12.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12.2 Data Processing

Where you use the Service to process personal data of your clients or contacts, you act as the data controller and we act as a data processor. You are responsible for ensuring your use of the Service complies with applicable data protection legislation, including (where applicable) the UK GDPR, the EU GDPR, and the Data Protection Act 2018.

12.3 Data Isolation

The Service operates on a multi-tenant architecture. Each Workspace's data is logically isolated from other Workspaces. We implement appropriate technical and organisational measures to maintain this isolation.

12.4 Data Retention & Deletion

Deleted items are moved to a trash system and retained for 30 days before permanent deletion. Audit logs are retained for the duration of your Account for compliance and accountability purposes. Upon Account termination, we will delete your data in accordance with our data retention schedule, subject to any legal obligations to retain certain data.

12.5 Data Export

You may export your data in supported formats (including CSV) through the Service at any time during an active subscription. We recommend exporting your data before cancelling your subscription.

13. Intellectual Property

13.1 Our Intellectual Property

The Service, including its design, code, features, trademarks, logos, and documentation, is the property of GraftPal and is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use it in accordance with these Terms.

13.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us an unrestricted, irrevocable, perpetual, royalty-free licence to use such feedback for any purpose without obligation or compensation to you.

14. Service Availability & Modifications

14.1 Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

14.2 Modifications

We reserve the right to modify, update, or discontinue any part of the Service at any time. If we make material changes that negatively affect your use, we will provide reasonable notice. Continued use of the Service after changes constitutes acceptance of the modified Terms.

15. Suspension & Termination

15.1 Suspension

We may suspend your access to the Service, in whole or in part, if we reasonably believe that:

• You have violated these Terms;
• Your Account is being used for fraudulent or unlawful activities;
• Your use poses a risk to the security or integrity of the Service or other users;
• We are required to do so by law or a governmental authority.

We will make reasonable efforts to notify you before or promptly after a suspension and to provide an opportunity to remedy the issue where appropriate.

15.2 Termination by You

You may terminate your Account at any time by cancelling your subscription and requesting Account deletion through the Service settings. Termination does not entitle you to a refund of any prepaid fees.

15.3 Termination by Us

We may terminate your Account if you materially breach these Terms and fail to remedy the breach within 14 days of written notice, or immediately if the breach is not capable of remedy.

15.4 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We will retain your data for a reasonable period to allow you to export it (unless deletion is required by law), after which it will be permanently deleted. Provisions of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, and dispute resolution) shall survive.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

To the maximum extent permitted by law, GraftPal (and its officers, directors, employees, agents, and affiliates) shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill, arising out of or in connection with your use of the Service, regardless of the cause of action or the theory of liability.

16.2 Cap on Liability

Our total aggregate liability to you for any and all claims arising out of or relating to these Terms or the Service shall not exceed the total amount you have paid us in the twelve (12) months immediately preceding the event giving rise to the claim.

16.3 No Liability for Third-Party Actions

We are not liable for actions or omissions of third-party service providers, including payment processors, email delivery services, e-signature providers, or AI providers.

16.4 Statutory Rights

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

17. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. We do not warrant that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

GraftPal is not a law firm, accountancy firm, or financial advisory service. The Service is a business management tool, and any contracts, invoices, proposals, reports, or AI-generated content produced through the Service do not constitute professional advice. You should seek independent professional advice where appropriate.

18. Indemnification

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

• Your use of the Service;
• Your Content;
• Your violation of these Terms;
• Your violation of any applicable law or regulation;
• Your violation of any third party's rights;
• Any dispute between you and your clients or third parties arising from your use of the Service.

19. Governing Law & Dispute Resolution

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

19.2 Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days of written notice, either party may submit the dispute to the exclusive jurisdiction of the courts of England and Wales.

20. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or through a prominent notice within the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and may cancel your Account.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the Privacy Policy and any plan-specific terms, constitute the entire agreement between you and GraftPal regarding the Service and supersede all prior agreements and understandings.

21.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

21.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

21.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

21.5 Force Majeure

We shall not be liable for any delay or failure to perform our obligations under these Terms resulting from causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, strikes, government actions, network or infrastructure failures, or epidemics.

21.6 Notices

Notices to you will be sent to the email address associated with your Account. Notices to us should be sent to: legal@graftpal.com

22. Contact Us

If you have any questions about these Terms of Service, please contact us at:

• Email: legal@graftpal.com
• Website: https://graftpal.com