Last updated · Draft v0.1

    Terms of Service

    Last updated: [Date] Effective: [Date]

    These Terms govern your access to and use of the AdoptIQ service ("Service") provided by [AdoptIQ legal entity name] ("AdoptIQ", "we", "us"), with registered office at [registered address]. By creating an account or using the Service, you ("Customer") agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

    1. The Service

    AdoptIQ provides [brief description of what AdoptIQ does] as a software-as-a-service. Functionality may evolve over time. We will not materially reduce functionality during a paid term without notice.

    2. Account, eligibility, and access

    • You must be at least 18 and have legal capacity to contract.
    • You are responsible for safeguarding credentials. Don't share them. Notify us at security@adoptiq.io of suspected unauthorized access.
    • You may add users to your account. You are responsible for users you authorize.
    • We may suspend access for material breach, suspected fraud, or to protect the Service or other customers.

    3. Customer Data

    "Customer Data" means any data, content, or material the Customer or its users submit to or generate within the Service.

    • Ownership: Customer Data remains the Customer's. We claim no ownership.
    • License to us: Customer grants AdoptIQ a worldwide, non-exclusive license to host, store, process, copy, transmit, and display Customer Data solely as necessary to provide the Service.
    • Privacy: Processing of personal data within Customer Data is governed by the Data Processing Agreement (DPA) at [DPA URL], which is incorporated by reference.
    • Backups: We back up Customer Data per our internal policy. Customer is responsible for maintaining its own export where critical.
    • Aggregated/de-identified data: We may use aggregated, de-identified data for service improvement, analytics, and product development. [LEGAL — confirm acceptable wording]
    • Connected third-party accounts: The Service can connect to third-party accounts you authorize (for example Google Workspace/Gmail, Google Sheets, Microsoft 365, Salesforce, HubSpot, and Slack). You initiate each connection and grant access through that provider's own consent screen, and you may disconnect at any time from Settings → Integrations. Data we retrieve from a connected account is Customer Data and is governed by this Section 3 and the DPA. We access only the scope needed to provide the feature you connected, and we use that data solely to provide it — we do not sell it or use it for advertising. You are responsible for having the authority to connect the account and for your own compliance with that provider's terms. Your use of the third-party service itself remains governed by your agreement with that provider, and we are not responsible for their availability or acts. Our handling of data received from Google APIs additionally follows the Google API Services User Data Policy, including its Limited Use requirements, as described in our Privacy Policy.

    4. Acceptable use

    You will not, and will not permit anyone using your account to:

    • Violate applicable law or third-party rights.
    • Upload material that infringes intellectual property, is unlawful, defamatory, harassing, hateful, or harmful.
    • Send spam, malware, or other unsolicited or harmful content.
    • Attempt to gain unauthorized access to the Service or other accounts.
    • Reverse-engineer, decompile, or attempt to derive source code, except where law permits this notwithstanding restriction.
    • Interfere with or disrupt the Service or its security features.
    • Use the Service to build a competing product or to benchmark for a competing product.
    • Process special-category personal data (Art. 9 GDPR), children's data, or government-issued identification without prior written agreement that addresses the additional requirements.

    5. Fees, billing, and taxes

    • Fees are set out in your Order or pricing page. Unless stated otherwise, fees are in [currency].
    • Payment is due [in advance / on receipt of invoice / on the cycle stated in the Order].
    • Late payments accrue interest at [rate] per month or the maximum permitted by law, whichever is lower.
    • All fees are exclusive of taxes (VAT, sales tax, withholding). Customer pays applicable taxes except taxes on AdoptIQ's net income.
    • We may revise list pricing for renewal terms with at least [30/60] days' notice; current contracted prices for the active term are unchanged.

    6. Term and termination

    • These Terms start on Customer's first use of the Service or signing of an Order, and continue until terminated.
    • Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
    • Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or undergoes reorganization for insolvency.
    • We may terminate or suspend immediately for non-payment of [N] days, suspected fraud, or violations of Section 4 that present immediate risk.
    • On termination:
      • Customer's access ends.
      • Customer may export Customer Data for [30] days post-termination using available export tools or by request.
      • We delete Customer Data after the 30-day grace period, subject to legally required retention.
      • Pre-paid fees for periods beyond termination are non-refundable except where AdoptIQ terminated for our own convenience or breach.

    7. Service levels

    If a separate SLA is referenced in your Order, it applies. Otherwise, we use commercially reasonable efforts to maintain high availability without warranting any specific uptime. [LEGAL — confirm; or include explicit SLA: e.g., 99.5% monthly]

    8. Confidentiality

    Each party will protect the other's Confidential Information using reasonable care, will use it only for the purposes of these Terms, and will not disclose it except to representatives bound by similar obligations or as required by law (with notice where lawful). "Confidential Information" includes business plans, pricing, technology, and any information marked or reasonably understood to be confidential. Obligations survive termination for [3] years.

    9. Intellectual property

    • We retain all rights, title, and interest in the Service, our software, technology, marks, and documentation, except the limited right to use the Service granted here.
    • Customer retains all rights in Customer Data and any content the Customer provides.
    • Feedback Customer provides may be used by AdoptIQ without restriction or compensation.
    • Open-source and third-party software. The Service incorporates third-party open-source components, each licensed under its own terms. A list of those components and their licenses is published at https://adoptiq.io/acknowledgements and in the notices file at https://adoptiq.io/legal/third-party-notices.txt. To the extent any open-source license grants you rights in a component, that license governs your use of that component and nothing in these Terms limits those rights. The open-source components are provided under their own licenses without warranty from AdoptIQ. [LEGAL — confirm wording]

    10. Warranties and disclaimers

    We warrant that the Service will perform materially in accordance with our documentation. EXCEPT FOR THIS WARRANTY, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. [LEGAL — adjust per jurisdiction; some warranties cannot be disclaimed]

    11. Indemnification

    • By AdoptIQ: We will defend Customer against third-party claims that the Service infringes that third party's intellectual property, and pay damages finally awarded, subject to Customer notifying us promptly, allowing us to control defense, and reasonably cooperating. We may modify the Service, procure rights, or terminate to mitigate. We have no obligation for claims arising from Customer Data, Customer's modifications, or use in combination with non-AdoptIQ products.
    • By Customer: Customer will defend AdoptIQ against third-party claims arising from Customer Data, Customer's use in violation of these Terms, or Customer's products and services. [LEGAL]

    12. Limitation of liability

    EXCEPT FOR (A) BREACH OF SECTION 4 (ACCEPTABLE USE), (B) BREACH OF SECTION 8 (CONFIDENTIALITY), (C) INDEMNIFICATION OBLIGATIONS, AND (D) AMOUNTS OWED, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ADOPTIQ IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. [LEGAL — caps and carve-outs are heavily negotiated; tailor]

    13. Compliance

    Each party will comply with applicable laws including data protection (GDPR), export control, and anti-corruption law. AdoptIQ's data protection commitments are in the DPA.

    14. Governing law and disputes

    These Terms are governed by the laws of [jurisdiction — e.g., England & Wales / Ireland / Sweden], excluding conflicts-of-law rules. The parties submit to the exclusive jurisdiction of the courts of [city]. [LEGAL — confirm; consider arbitration or consumer-protection carve-outs]

    For EU/UK consumers (where applicable): nothing in these Terms limits mandatory consumer rights.

    15. Changes

    We may update these Terms. Material changes will be notified by email to active customers at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

    16. Miscellaneous

    • Notices: to AdoptIQ at [legal address]; to Customer at the contact email on file.
    • Assignment: Customer may not assign without AdoptIQ's consent (not unreasonably withheld). AdoptIQ may assign in connection with merger, acquisition, or sale of assets.
    • Force majeure: neither party is liable for delays caused by events outside its reasonable control.
    • Severability: if a provision is held unenforceable, the remainder stays in force.
    • Entire agreement: these Terms, the Order, and the DPA are the complete agreement and supersede prior discussions on the subject matter.
    • No waiver: failure to enforce a provision is not a waiver.
    • Surviving provisions: Sections 3, 5 (for amounts owed), 6, 8, 9, 10, 11, 12, 14, and 16 survive termination.

    Contact

    Questions about these Terms: legal@adoptiq.io.

    Questions about this document? legal@adoptiq.io