Version: draft 0.2. Effective from: [to supply].
These terms are a contract between Blumint Digital Limited, a company registered in England and Wales with number [to supply], whose registered office is at [to supply] ("we", "us"), and the business that creates an account ("you").
Our Data Processing Agreement (DPA) forms part of these terms. We send it to you on request: email hello@harulu.com. Our Privacy Policy explains how we use personal data for which we are the controller.
1. Who these terms are for
1.1 harulu is software for running a cleaning business. It is for businesses only. By accepting these terms you confirm that you are acting for a business, trade or profession (including as a sole trader), and not as a consumer.
1.2 The person who accepts these terms confirms that they are allowed to bind the business.
1.3 You are responsible for everything done under your account, including by your staff.
2. The service
2.1 The service includes the field app, the web admin, the customer portal and a business website, as described on our website at the time you use it. We may improve, change or remove features. We will not remove a core feature you pay for without at least 30 days' notice, and if that harms you materially you may cancel and receive a pro rata refund of any prepaid fees for the period after cancellation.
2.2 Some features are offered early, as a beta, or behind a setting such as "Early access". Beta features are provided as they are, may change or stop, and are not covered by clause 11.
2.3 Adverts on our sign-in page. The web admin's sign-in page may show one advert, on tablet and desktop screens only. It is always labelled "Advert", we approve each one, and it carries no scripts or trackers. The field app and your customer portal never show third-party adverts.
2.4 The product does not use AI language models, and we do not use your data to train any AI model. [CONFIRM: still true at publication; D-046 parks AI until a new decision.]
3. Accounts and security
3.1 Each person needs their own login. Do not share logins.
3.2 Owners and managers must use two-factor sign-in. The service enforces this.
3.3 You must keep sign-in details safe and tell us at hello@harulu.com straight away if you think an account has been misused.
3.4 You decide who in your business has which role and permissions. You must remove access for people who leave.
4. Trial, plans and prices
4.1 Free trial. A new business gets a free trial of 14 days. No card or bank details are needed to start it. We will remind you before it ends.
4.2 Prices. Plan prices, user limits and text allowances are shown on our pricing page at harulu.com/pricing. Blumint Digital Limited is not registered for VAT, so no VAT is charged and the prices shown are what you pay. If we register for VAT, we will tell you at least 30 days before VAT is added. [SOLICITOR: confirm the notice wording for a VAT change.]
4.3 Monthly or annual. Plans are paid monthly in advance, on a rolling basis with no minimum term. You may instead pay for a year in advance at the annual price shown on the pricing page. You can switch between monthly and annual at any time.
4.4 Changing plan.
(a) Moving up. If you move to a dearer plan, or from monthly to annual, the change applies straight away and we charge the difference for the rest of the current period, worked out pro rata. A switch between monthly and annual is billed at the time of the switch; other changes in the same period go on your next bill. The plan page shows the cost before you confirm.
(b) Moving down. If you move to a cheaper plan or a shorter billing period part-way through a period you have paid for, the unused amount becomes a credit on your account. It is taken off your next bills until it is used up. It is not refunded to your card or bank account. The plan page says so before you confirm. If we owe you a refund, for example because we made a mistake, we will refund it instead.
4.5 Account credit. Credit on your account (from moving down, from a referral under clause 4.9, or from free months we give you) is only used against future bills for harulu. It has no cash value, cannot be transferred to another business, and is not paid out. Any credit left when your account is closed lapses. [SOLICITOR: confirm that lapse on closure is fair, in particular where we end the terms under clause 14.4.]
4.6 Founding price. If your business receives a founding price, that price applies for 24 months from the start of your first paid subscription, as long as the subscription stays active. After that, the plan moves to the list price then in force. We will give you at least 30 days' notice before that happens. [CONFIRM: notice period and any cap on the rise; founder/pricing-strategy.md suggests 60 days' notice and no more than 20% a year.]
4.7 Texts. Each plan includes a monthly allowance of text messages, shared across your business. The allowance resets each month and unused texts do not carry over. Owners can buy top-ups at the price on the pricing page. A top-up can only be used in the month it is bought and is not refundable. A top-up paid by card is added straight away; one paid by Direct Debit is added when the payment clears, usually about three working days later. When texts run out, texts stop until the next month or a top-up; email and app notifications continue.
4.8 Price changes (our price promise). We may change list prices, on these terms:
(a) We will give you at least 60 days' notice of any change, by email to every owner of your business and on your plan page, saying the old price, the new price and the date.
(b) A change never applies to a period you have already paid for. It applies from your first billing date on or after the date in the notice. Annual plans keep their price until they renew, and the 60 days' notice still applies before that renewal.
(c) Every feature is on every plan. We do not sell paid feature add-ons. The only extra you can buy is texts beyond your allowance (clause 4.7).
(d) If you do not accept a change, you can change plan or cancel before it applies.
(e) A founding price keeps its own terms (clause 4.6).
4.9 Referring another business. Each business has its own referral link and code, shown on the billing page of the web admin.
(a) A business counts as your referral only if it signs up using your link or code and has not had a harulu account before. A referral cannot be added after sign-up.
(b) When the business you referred has paid for its second monthly subscription period, you get account credit worth one month of your own plan, and the referred business gets its first paid month free as credit. Credit is applied under clause 4.5.
(c) You can earn at most 12 referral credits in any 12 months.
(d) No credit is given where the referred business is connected to you, for example where the owner, card or bank account, email address or email domain (except common webmail domains), phone number or address matches yours. We keep the reason when we refuse a credit.
(e) If the payment that earned a credit is refunded within 60 days, we take back the credits it earned.
(f) We may change or end the referral offer with 30 days' notice. Credits already earned are not affected.
(g) People who are not harulu customers can refer businesses under our separate Partner Terms. If you sign up through a partner's link, the partner sees your business name and whether your referral qualified.
4.10 Free months. We may give a business free months, as credit at its current monthly price, for example to put a problem right. We record the reason.
4.10A When a billing mistake is ours. If we charge you wrongly through our mistake, we will tell you what went wrong and give you the difference back, as a refund to the way you paid or as credit on your account, whichever you choose. A refund for our mistake does not affect referral credits under clause 4.9(e).
4.11 Where you pay us. You sign up, choose or change your plan, buy text top-ups, add a payment method and see referral credits only on our website and in the web admin. The harulu phone apps do not sell plans or top-ups and are not used to pay us. Your subscription is not bought through the App Store or Google Play, and Apple and Google play no part in billing it. The phone apps may tell you the state of your account, such as trial days left, a failed payment or read-only.
5. Paying us
5.1 You pay by card or Bacs Direct Debit through our billing provider, Stripe. You enter your payment details on Stripe's secure pages; they never reach us. You authorise us to take each payment when it is due.
5.2 If a payment fails, we will tell the account owner and our billing provider will try again. If a payment is still unpaid 7 days after it fails, your account becomes read-only (clause 7).
5.3 Fees are not refundable except where these terms say so or the law requires it. [SOLICITOR: fairness of the no-refund rule for annual plans paid by sole traders.]
6. Payments from your customers
6.1 Your customers pay you, not us. Card payments run through your own Stripe account (a Stripe Standard account that you own) and Direct Debit through your own GoCardless account. You agree those providers' terms directly with them.
6.2 We never receive, hold or move your customers' money. We add a small application fee to card payments (including payment links, QR codes and Tap to Pay) that your customers make through your own Stripe account. Stripe takes our fee from the payment and passes it to us, alongside its own fees, which you agree with Stripe.
- Direct Debit: we add no fee to Direct Debit payments made through your own GoCardless account. You pay only GoCardless's standard fees, which you agree with GoCardless. GoCardless may pay us a share of its own fees as its partner; that never adds to what you pay.
- The rates are shown on the Payments settings page before you connect an account, and each fee is shown in your payout reports. The rate can differ by payment method and by plan.
- No fee is added to cash, bank transfer or any payment you record by hand.
- Refunds: if you refund a card payment, we give back the same share of our fee automatically.
- Changes: we will give you at least 60 days' notice by email and on the Payments settings page before a rate goes up, as for plan prices (clause 4.8). A rate can come down at any time.
- Offers: an offer (such as the founding or switching offer) may include a period without our fee. The Payments settings page shows when it ends. [SOLICITOR: confirm this clause and the 60-day notice to existing businesses under clause 16 (D-081).]
6.3 Refunds, disputes, chargebacks and payouts are handled by you in your Stripe or GoCardless account. An owner can also refund all or part of a Direct Debit payment from the service, which asks GoCardless to make the refund from your GoCardless account; GoCardless decides whether it can be made. The service shows the status of invoices and payments, but the provider's records are the official record of money moved.
6.4 You are responsible for your own pricing, invoices and tax.
6.5 Tap to Pay. Tap to Pay in the field app takes contactless card payments on a supported phone, using Stripe Terminal and your own Stripe account. To use it you must accept Stripe's terms for Terminal and, on an iPhone, Apple's terms for Tap to Pay on iPhone, which are shown the first time it is turned on. [CONFIRM: the exact terms screens Apple and Stripe show, and whether Android needs a separate acceptance.] Card details are read by the phone's secure hardware and handled by Stripe; they never reach us. Tap to Pay depends on Apple's approval for harulu and may not work on every phone. Payment links and QR codes remain available. Under your Stripe terms you remain responsible for refunds, disputes and chargebacks on payments you take.
6.6 Providers' own terms. Stripe, GoCardless, Xero and QuickBooks each have their own terms, which you agree directly with them when you connect your account. We are not a party to those agreements, and we are not responsible if a provider refuses, suspends or closes your account with it.
7. Read-only accounts
7.1 Your account becomes read-only if:
- your trial ends without a payment method; or
- a payment is still unpaid 7 days after it failed.
7.2 While read-only, everyone in your business can still sign in, see everything and export your data. Nothing can be changed, except that someone already clocked in that day can finish that day's work. Nobody can start a new working day.
7.3 Your business website stays online for 7 days after the account becomes read-only. After that it shows a general "unavailable" page.
7.4 Paying restores everything straight away.
7.5 If your account stays read-only for 60 days, we close it under clause 14.
8. Your data
8.1 You own your data. Everything you and your customers put into the service ("your data") stays yours. You give us permission to host, copy, process and display it only to provide, secure and support the service, and as the DPA allows.
8.2 Data protection. For personal data about your customers, your staff and visitors to your website, you are the controller and we are your processor. The DPA applies.
8.3 Pooled insights. We may combine data from many businesses to create statistics that do not identify any business or person, and use them to improve the service and to offer features such as suggested prices. We show pooled figures only where at least 10 businesses contribute. You can opt out of contributing in your settings at any time. [SOLICITOR: confirm this clause together with DPA clause 4 and the legitimate interests assessment, D-043.]
8.4 Usage data. We may use information about how the service is used (for example errors, performance and which features are used) to run, secure and improve it.
8.5 Feedback. If you suggest a feature or give feedback, we may use it without owing you anything.
8.6 Export. An owner can download your data from the web admin at any time, including while read-only, as a zip of spreadsheet (CSV) files. Owners and managers can also download everything held about one customer, and export a list of customers as a CSV file. [CONFIRM: the full download currently covers customers, properties, visits, invoices and payments. Messages, notes, photos, leads, requests, quotes, ratings, staff and timesheets are not yet included (gap analysis R17). Update this clause when they are added. Until then we will help on request at no extra charge.]
8.7 Moving customers to another business. An owner can move customers to another harulu business, for example when selling a round. The other business is named by its web address and its owner's email address, and its owner must accept within 14 days.
(a) On acceptance, the customers' records move to the receiving business: their details, properties, services, prices and frequency, next due visit, access notes and gate codes, tags, hazards, visit history with photos, and portal logins. From then on the receiving business is responsible for that data, under its own terms and DPA with us.
(b) Invoices, payments, balances and statements stay with you. You keep a read-only record that each customer moved, so your accounts stay complete.
(c) Direct Debit mandates do not move. They are cancelled on your side, and the receiving business must ask the customer to set one up again.
(d) Each moved customer is sent a message from the receiving business naming both businesses: by email, or by text if there is no email address and the customer has not stopped texts. This cannot be turned off. A customer with neither gets no message, and the receiving business must tell them another way. Consent to marketing and to using photos on the website does not move; the receiving business must ask again. A customer who has stopped texts stays stopped.
(e) Before you send a move, you must make sure you are allowed to pass the customers on, for example under your sale agreement and your own privacy notice. [SOLICITOR: see README, questions on D-070.]
(f) You can instead download a "handover file" of selected customers as a CSV file for a business that does not use harulu. Gate codes are never included. Once downloaded, the file and what you do with it are your responsibility.
9. Your responsibilities
9.1 You must:
(a) have a lawful basis under data protection law for the personal data you put into the service, and give your customers and staff the privacy information the law requires. We provide a template privacy notice for your website, which you must check and adapt;
(b) only use a customer's photos on your website when that customer has agreed to that use, and only send marketing messages where clause 9.2 allows it. Record each agreement in the service, which keeps the two consents (marketing messages and website photos) separately, with the date and how each was given;
(c) pay the ICO data protection fee if it applies to your business;
(d) not put health or other special category data into notes, messages or other free-text fields unless you have a lawful condition for it and genuinely need it. Write what the cleaner needs to do, not why;
(e) tell your staff what the service records about their work (for example clock times, visit times, mileage and visit ratings) and why;
(f) make sure what you publish on your website, including prices and claims, is accurate and lawful, and only show real reviews;
(g) have your own terms with your customers for your cleaning services. These terms do not cover your contract with them; and
(h) keep phones used with the field app protected by a passcode; and
(i) tell your staff what the service shows about them to the rest of the team: their profile photo and, unless they turn it off, their mobile number. Tell them too that start places (which may be a home address) are used to plan routes and work out mileage.
9.2 Texts and emails you send. Messages to your customers are sent in your business's name through our email and text providers, and texts count against your plan's allowance. You are the sender for the purposes of the Privacy and Electronic Communications Regulations 2003 (PECR) and data protection law, and you must:
(a) send marketing (offers, news, "refer a neighbour" and similar) only to customers who have agreed to it, or where the law's "soft opt-in" for existing customers applies, and mark it as marketing in the service so the right opt-out is added;
(b) never hide who you are. Every message names your business;
(c) not remove or get around the opt-outs the service adds. Marketing emails carry an unsubscribe link. Marketing texts come from a number customers can reply to and say "Reply STOP to opt out". A reply of STOP stops all texts to that customer and withdraws marketing consent; START turns texts back on, but not marketing consent;
(d) choose a text sender name (up to 11 characters) that is your own business name or close to it, never one that could be confused with a bank, a government body, another brand or us. Networks block names that look like impersonation, and we may refuse or change a sender name for that reason; and
(e) not use the service for messages to people who are not your customers or enquirers, or to bought or scraped contact lists.
Service messages, such as visit reminders, "your clean is done", invoices and payment reminders, are not marketing. They still go only to customers who have not stopped texts.
9.3 Your website and portal content. Your business website comes with every plan. It goes live when you sign up, at an address made from your business name, which you can change. You are responsible for everything you publish on it and in your portal's sign-in promotion panel: wording, prices, images, links and claims. In particular:
(a) only use images you own or are allowed to use. The default images we provide may only be used on your harulu website while your account is open; [CONFIRM: licence terms of the default image sets, docs/PREREQUISITES.md]
(b) show only real reviews and ratings, and never invented testimonials, customer logos or figures you cannot back up;
(c) the gallery only shows photos where the customer has agreed to website use, and a photo leaves the gallery as soon as consent is withdrawn. Do not get around this, for example by uploading a customer's photo as a general website image;
(d) promotions on your portal's sign-in page must be your own offers to your own customers, lawful and accurate, with no other business's adverts and no tracking;
(e) your website shows a privacy notice built from your details and settings. You must check that it fits how you work, and change your settings or tell us if it does not;
(f) if you use your own domain, you are responsible for registering and renewing it; and
(g) we may hide or remove content that breaks these terms or the law, or that we are told infringes someone's rights, and will tell you why.
10. Acceptable use
You must not, and must not let anyone else:
(a) use the service for anything unlawful, fraudulent or harmful;
(b) send spam, or send marketing messages without the consent or other basis the law requires;
(c) upload anything that infringes someone else's rights, or that is defamatory, abusive or obscene;
(d) try to get into another business's data, test our security without written permission, or get around limits in the service (such as rate limits or plan limits);
(e) upload malware or interfere with the service or its users;
(f) copy, resell or reverse engineer the service, except where the law allows it; or
(g) use the service to build a competing product.
11. Service levels and support
11.1 We will use reasonable skill and care, and reasonable efforts to keep the service available, secure and working as described. We do not promise that it will always be available or free of errors.
11.2 We may need to take the service down for maintenance. We will try to do this at quiet times and to give notice of planned work.
11.3 We publish the service's status at [to supply]. [CONFIRM: status page set up, D-040.]
11.4 Support is by email at hello@harulu.com during UK working hours. [CONFIRM: response times, and whether the Business plan's "priority support" in founder/pricing-strategy.md is offered.]
11.5 The field app keeps working without signal and syncs when it can.
11.6 Third-party services the service connects to (such as Stripe, GoCardless, Xero and QuickBooks) are run by those companies under their own terms (clause 6.6). We are not responsible for them.
11.7 The field app is downloaded from the App Store or Google Play, under those stores' own terms. Apple and Google are not parties to these terms and have no responsibility for the field app or its support. [SOLICITOR: Apple requires some minimum terms when an app uses its own licence instead of Apple's standard one; check whether these terms need them.]
12. Our intellectual property
We, or our licensors, own the service, the software, the website templates and our brand. Subject to these terms and to paying for your plan, we give you a non-exclusive, non-transferable right to use the service for your business during your subscription. Your website content stays yours; the templates and their code stay ours.
13. Confidentiality
Each of us will keep the other's confidential information private, use it only for these terms, and share it only with people who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiver, already known to it, independently developed, or that must be disclosed by law.
14. Cancelling and closing your account
14.1 You can cancel any time from the web admin. A monthly plan ends at the end of the month you have paid for. An annual plan ends at the end of the year you have paid for, with no refund for the rest of the year unless clause 2.1, 16.3 or 14.4 applies. [SOLICITOR: confirm.]
14.2 Closing an account. When an owner closes the account, or we close it under clause 7.5 or 15, the account becomes read-only straight away and all its data, including files, is permanently deleted 30 days later. Export anything you need before then. During those 30 days an owner can keep the account from the web admin, or contact us at hello@harulu.com. Your website address is held for 12 months after closure, so nobody else can take it straight away.
14.3 Copies in our backups are deleted as the backups expire, within a further 30 days. [CONFIRM: off-site backup and first restore drill in place before live data, docs/BACKUPS.md.]
14.4 We can end these terms for convenience by giving you at least 60 days' notice. We will refund any prepaid fees for the period after the end date.
14.5 Clauses 5, 8.1, 8.6, 13, 14, 17, 18 and 20 continue after these terms end.
15. Suspension and ending for breach
15.1 We may suspend all or part of your access, with notice where practical, if:
(a) your use breaks clause 10 or puts the service, other businesses or anyone's data at risk;
(b) we must do so by law or at the request of a regulator or the police; or
(c) we reasonably suspect fraud.
We will restore access once the problem is fixed.
15.2 Either of us may end these terms by notice if the other seriously breaks them and does not put it right within 30 days of being asked to, or straight away if the breach cannot be put right, or if the other becomes insolvent.
16. Changes to these terms
16.1 We may change these terms. We will email account owners at least 30 days before a change that reduces your rights or increases your costs takes effect. Other changes, such as fixes and clarifications, take effect when we publish them.
16.2 We will keep earlier versions available and record which version your business accepted and when.
16.3 If you do not accept a change, you may cancel before it takes effect and we will refund any prepaid fees for the period after cancellation.
17. Liability [SOLICITOR]
This clause is a sensible starting point, not a settled position. It needs review against the Unfair Contract Terms Act 1977 reasonableness test.
17.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow to be limited.
17.2 Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss, however caused.
17.3 Subject to 17.1, each party's total liability under or in connection with these terms 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. [SOLICITOR: consider a minimum floor, for example £[to supply], so the cap is not near zero during a trial.]
17.4 For breach of the DPA or of clause 13, the limit in 17.3 is increased to two times the fees paid in that 12-month period. [SOLICITOR: confirm the multiple, and whether insurance supports it.]
17.5 The limits in 17.3 and 17.4 do not apply to your obligation to pay fees, or to your liability under clause 18.2.
17.6 You are responsible for keeping your own copies of data you need for legal or tax purposes. Use the export in clause 8.6.
18. Indemnities [SOLICITOR]
18.1 We will defend you against any claim by a third party that your use of the service in line with these terms infringes that party's UK intellectual property rights, and pay any damages finally awarded. This does not apply to claims caused by your data, by changes not made by us, or by combining the service with things we did not provide. If such a claim is made, we may change the service so it no longer infringes, get you the right to keep using it, or end these terms and refund prepaid fees.
18.2 You will compensate us for any third-party claim, fine or loss arising from your data, from messages you send through the service, from content you publish on your website or portal, from customers you move under clause 8.7, or from your breach of clause 9 or 10.
18.3 The party being protected must tell the other promptly, let it control the defence, and help reasonably.
19. Events outside our control
Neither of us is responsible for delay or failure caused by events outside our reasonable control, such as failures of hosting or telecoms providers, power, natural events or acts of government. If such an event stops the service working for more than 30 days in a row, either of us may end these terms and we will refund prepaid fees for the period after that.
20. General
20.1 Notices. We send notices to the account owner's email address. You send notices to hello@harulu.com or to our registered office.
20.2 Assignment. You may not transfer these terms without our consent. We may transfer them to a company that takes over the service, and will tell you if we do.
20.3 Subcontractors. We may use subcontractors. Those that process personal data are listed in Annex 3 of the DPA, which we send to you on request.
20.4 Whole agreement. These terms, the DPA and the pricing page are the whole agreement between us about the service. If they conflict, the DPA wins on personal data, and otherwise these terms win.
20.5 No third-party rights. Nobody else has rights under these terms under the Contracts (Rights of Third Parties) Act 1999.
20.6 Waiver and severance. If we do not enforce a right straight away, we can still enforce it later. If a court finds part of these terms unenforceable, the rest still applies.
20.7 Law and courts. These terms, and any dispute about them (including non-contractual disputes), are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Structure and some provisions adapted from the Common Paper Cloud Service Agreement (Version 2.1), free to use under CC BY 4.0, at commonpaper.com. Changed: rewritten in plain British English, adapted to the law of England and Wales and to harulu's plans, trial, read-only state, payment set-up and data deletion. This document is not endorsed by Common Paper.