Terms of service

1. About these terms

1.1 These terms are between BHIK Studios Ltd, trading as SYNF, a company registered in Scotland with number SC670511 whose registered office is at 1 Cambuslang Court, Cambuslang, Glasgow G32 8FH ("we", "us"), and the business that signs up for Subtilitas ("you", "the customer").

1.2 Subtilitas is for business use only. By starting a trial or subscription, the person signing up confirms they have authority to accept these terms for the customer.

1.3 These terms, the plan details shown when you subscribe and our data processing agreement make up the whole agreement between us. If they conflict, the data processing agreement takes priority on data protection, and these terms take priority on everything else.

2. Definitions

• Service: the Subtilitas web app, worker app, editor, manager's view and related support.
• Site: one physical workplace, such as a yard, factory, depot or wind farm, as set out in your plan.
• Users: the people you allow to use the service, including employees, agency workers and contractors.
• Customer content: everything you or your users put into or create in the service, including guides, photos, videos, uploaded documents and sign-off records.
• Subscription period: each month or year you have paid for.

3. Free trial

3.1 New customers may use the service free for 30 days. We may limit a trial to one per customer.

3.2 Your subscription only starts if you choose a plan before the trial ends. If you do not, your access ends with the trial, your content stays available for export for 30 days, and it is then deleted.

3.3 During the trial the service is provided as it is, and the commitments in section 11 do not apply.

4. Plans and fees

4.1 Plans are priced per site, with unlimited users on each site, including workers and admin, author and manager logins. The current plans are Starter at £149 a month per site and Site at £349 a month per site. On either plan, each extra site costs 60% of the plan price. A yearly subscription costs ten times the monthly price.

4.2 All fees exclude VAT, which you will pay at the applicable rate.

4.3 Fees are payable in advance for each subscription period by card or Direct Debit through our payment provider, Stripe. Invoices are due within 7 days.

4.4 If you do not pay on time, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving you at least 14 days' written notice, suspend the service until payment is made.

4.5 We may change our prices by giving you at least 30 days' notice. The new price applies from your next subscription period. Prices for a yearly subscription you have already paid for do not change during that year.

5. Term, renewal, changes and cancellation

5.1 Subscriptions renew automatically at the end of each subscription period until cancelled.

5.2 You can cancel a monthly subscription at any time, and it ends at the end of the current month. You can cancel a yearly subscription at any time before it renews, and it ends at the end of the current year.

5.3 You can upgrade from Starter to Site, or add sites, at any time. We charge the difference for the rest of the current period. Downgrades and removed sites take effect from the next period.

5.4 Fees already paid are not refundable, except where we end the agreement under section 13.3 or the law requires a refund.

6. Fair use

6.1 Unlimited users and, on the Site plan, unlimited guides mean exactly that for normal use at the sites you pay for. In return we ask that you:

• use each site subscription for the one site it covers;
• keep photos and videos to what a step-by-step guide needs, within a reasonable storage allowance of 5 GB per site;
• do not resell or sublicense the service, or make it available to other businesses except contractors working on your sites; and
• do not scrape, load-test or try to break the service.

6.2 If your use goes well beyond normal, we will talk to you first. If we cannot agree a way forward, we may ask you to move to a different plan or pay for extra storage.

7. Your users and accounts

7.1 You are responsible for who you give access to, for keeping sign-in details secure, and for what your users do in the service.

7.2 Tell us straight away at [email protected] if you think an account has been misused.

7.3 You must not use the service to store or share anything unlawful, harmful or that infringes anyone's rights.

8. Your content and your procedures

8.1 You own your customer content. You give us a licence to host, copy, process and display it only as needed to provide the service to you.

8.2 You are responsible for the safety, accuracy, legality and suitability of your procedures and guides, including any guide made from one of our templates. Before a guide is used, a competent person in your organisation must check and approve it.

8.3 Subtilitas is a tool for putting your instructions in front of workers. We do not give health and safety advice. The service does not replace your risk assessments, method statements, training, supervision, permit-to-work systems or manufacturers' instructions, and it does not change your duties under the Health and Safety at Work etc. Act 1974 or any other law.

8.4 Our templates are general examples, provided free and without any promise that they suit your work.

9. Offline use and devices

9.1 Guides and sign-offs can be stored on a device so the service works without signal. Sign-offs upload when the device reconnects.

9.2 You are responsible for the devices your users use, for keeping them secure, and for making sure they reconnect so records upload. We are not responsible for records lost from a device before they have uploaded.

10. Data protection

10.1 When we process personal data in your customer content, we do so as your processor under our data processing agreement, which forms part of these terms.

10.2 Our privacy notice explains how we use account data as a controller.

11. What we provide

11.1 We will provide the service with reasonable skill and care and keep your customer content separate from other customers' content.

11.2 We aim to keep the service available at all times, apart from planned maintenance, which we will try to carry out outside UK working hours and announce in advance where we can. Unless we agree a service level in writing, we do not guarantee any particular availability.

11.3 Support is by email at [email protected] on UK working days.

11.4 We may improve and change the service, but we will not remove a core feature of your plan during a subscription period you have paid for.

12. Our intellectual property and confidentiality

12.1 We own the service, its software and its design. These terms give you the right to use the service during your subscription and nothing more.

12.2 If you give us feedback or ideas, we may use them freely.

12.3 Each of us will keep the other's confidential information confidential and use it only for this agreement, unless the law requires disclosure.

13. Suspension and ending the agreement

13.1 We may suspend access if you do not pay after notice under section 4.4, or straight away if your use threatens the security or operation of the service.

13.2 Either of us may end the agreement by written notice if the other materially breaches it and does not put the breach right within 30 days of being asked, or becomes insolvent.

13.3 We may end the agreement for any reason by giving 90 days' notice, in which case we will refund any fees paid for the period after it ends.

13.4 When the agreement ends, you can export your customer content for 30 days. We then delete it as set out in the data processing agreement.

14. Liability

14.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

14.2 Subject to 15.1, we are not responsible for the content of your guides or for how work is planned, supervised and carried out on your sites.

14.3 Subject to 15.1, neither of us is liable for loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss.

14.4 Subject to 15.1, our total liability under or in connection with this agreement 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.

15. General

15.1 Changes: we may update these terms by giving you at least 30 days' notice by email. If you do not agree, you can cancel before the change takes effect.

15.2 Neither of us is liable for delays caused by events outside our reasonable control.

15.3 You may not transfer this agreement without our consent. We may transfer it to a buyer of our business or of Subtilitas.

15.4 Notices may be given by email: to us at [email protected], and to you at the account owner's email address.

15.5 No one else has any rights under this agreement, including under the Contract (Third Party Rights) (Scotland) Act 2017.

15.6 If any part of these terms is found unenforceable, the rest still applies. A delay in enforcing a right is not a waiver of it.

16. Law and courts

These terms and any dispute about them are governed by the law of Scotland, and the Scottish courts have exclusive jurisdiction.