Daybeat Terms of Service

1. Definitions

1.1 Agreement: these Terms of Service, the Order and the DPA. Order: the plan, onboarding option, term, Fees and included limits selected at checkout or agreed with us in writing.

1.2 Daybeat: the subscription content-marketing service, including its portal, onboarding, research, content generation and delivery functions. Customer, you and your: the business entering into the Agreement. We, us and our: Function 365 Limited, trading as Daybeat.

1.3 Workspace: the space in Daybeat containing your business's Content, settings and memberships. Owner: a User with the Workspace's Owner role. Member: a User with the Workspace's Member role. User: a person with a sign-in account authorised to access your Workspace.

1.4 Authorised Agent: a third-party delegate you authorise to act for your Workspace using a token issued by a signed-in human Owner, within that token's permissions, the Oversight Mode and the Workspace's service entitlement. Oversight Mode: the Workspace setting chosen by its human Owner that limits which actions an Authorised Agent may take.

1.5 Piece: an individual content item, such as a blog article, social post, email draft or video script. Cluster: the related Pieces generated from one approved topic.

1.6 Approval: an explicit action approving a Piece for delivery to its intended channel, taken by an Owner, any Member with access, or an Authorised Agent whose token permissions and Oversight Mode permit that action. Each such action is your approval. It authorises scheduling, delivery and permitted retries, subject to clause 3.6. Topic approval starts generation and uses Allowance; it is not Approval of the resulting Pieces.

1.7 Go-live: the human Owner's approval of the first Cluster, making the Workspace live and triggering subscription charging if it has not already begun under clause 9.3. An Authorised Agent cannot perform Go-live.

1.8 Connected Platform: a third-party publishing or email platform listed as available on the site or in Daybeat from time to time that you connect for delivery of approved Pieces. Connection: your authorised link to a channel, including its settings, credentials and connection status. A connector is the integration implementing that link or per-Piece export delivery.

1.9 Allowance: the included volume of approved topics for a billing period under your plan. Trial Anchor: the fixed point 14 days after checkout; it does not roll forward.

1.10 Onboarding Fee: the one-off charge for the selected onboarding option. Subscription Fee: the recurring monthly charge for your plan. Fees: the Onboarding Fee and Subscription Fees in the Order.

1.11 Customer Inputs: material you or those acting for you supply or make available for Daybeat to use, including website material, interview answers, documents, brand assets, images, business information, edits and instructions. Generated Content: Pieces, images and other content Daybeat generates for your Workspace. Content: Customer Inputs and Generated Content together.

1.12 Confidential Information: information disclosed by either party in connection with the Agreement that is marked confidential or should reasonably be understood to be confidential, including non-public Content and business information. DPA: the data processing agreement at /dpa.

2. The Agreement

2.1 The Agreement is between you and Function 365 Limited, trading as Daybeat, registered in England and Wales with company number 10069330 and registered office Third Floor, 95 The Promenade, Cheltenham, Gloucestershire, United Kingdom, GL50 1HH. VAT status: VAT registered. VAT number: 240638127. Contact: info@function365.co.uk. These terms are available at /terms.

2.2 Only a person authorised to bind your business may accept the Agreement. The Owner accepts for your business in respect of the Workspace. You must ensure that your Members, other Users and Authorised Agents comply with it; their access does not make them separate contracting customers.

2.3 By placing an Order, or using Daybeat after these terms have been made available to you, you accept the Agreement. drafting note: [OPEN: no terms-acceptance checkbox, version stamp or acceptance record exists in the product; confirm incorporation, acceptance point and evidence before publication.]

2.4 Daybeat is offered to businesses only. You confirm you are contracting for the purposes of your business. These terms are written for business customers and do not grant consumer cancellation rights. Nothing in them affects rights you have by law if you are in fact a consumer. drafting note: [OPEN: business status is not verified; confirm sole trader, partnership and mixed-purpose buyer treatment, including relevant PECR distinctions.]

2.5 Users must be at least 18 years old. drafting note: [OPEN: the minimum age is not enforced in the product; confirm eligibility wording and implementation.]

2.6 Your Order and the pricing page at /pricing at the time of ordering govern prices and included limits. drafting note: [OPEN: confirm precedence where the Order and pricing page differ, and reconcile public pricing with the Stripe-mirrored checkout snapshot before publication.]

2.7 The DPA governs processing of Workspace personal data and prevails on that subject if it conflicts with these terms, subject to the expressly agreed liability allocation in clause 16. The Privacy Notice describes our separate handling of account data.

3. The service and Approval

3.1 Daybeat researches your business website, interviews you, builds a business profile, proposes topics and generates Clusters using AI. Depending on your playbook, content may include blog articles, LinkedIn, Instagram and X posts, video scripts and email drafts. Naming a platform here is not a promise of its availability. The Connected Platforms available at any time are those listed on the site or in Daybeat. Delivery depends on the Connections available to and configured by you.

3.2 Every Piece requires your Approval before delivery to a Connected Platform, including creation of an email campaign draft in Brevo. Daybeat never decides on its own initiative to publish your content. Approval may be given by a Member or an Authorised Agent as defined in clause 1.6; it need not be a fresh decision by the Owner or a human at the moment of delivery.

3.3 Daybeat performs research ingestion, generation, image creation and redrafts automatically for your Workspace. Research fetches public pages on your own website, respects robots.txt access rules and does not fetch social profile content or circumvent logins. Documents you supply through supported interfaces may also be processed. Drafts are prepared for review in the Workspace; research and text generation involve calls to your website and the text-model providers described in clause 8.2, not publication to your audience.

3.4 By setting up a Connection, you authorise connection health probes and permission checks. WordPress connection validation creates a temporary test draft on your site and attempts to delete it; a failed deletion can leave that draft behind. This setup check is not a Piece or a public post and does not require Piece Approval.

3.5 The concierge consent setting is on by default and can be turned off by the Owner. While it remains on, Daybeat staff may approve a topic and start generation, and assist with edits and image selection. Topic approval by our staff uses your Allowance for that period. Topic approval by staff never authorises publication of the resulting Pieces. Staff cannot give Piece Approval or trigger publication.

3.6 After Approval, Daybeat can schedule and deliver a Piece automatically according to the calendar and channel dependencies. Owners and Members can adjust scheduling within those dependencies. Retryable delivery failures and recoverable holds may be retried without fresh Approval of the same Piece for the same channel. A terminal delivery failure requires withdrawal and fresh Approval to create a new delivery attempt. A human User may request withdrawal before publication, but withdrawal can be refused while delivery is running; it is not guaranteed to stop an in-flight delivery or retract anything already handed to a Connected Platform.

3.7 Where a Connection to that platform is available and configured, WordPress receives a scheduled or draft post; WordPress makes a scheduled post live, and a draft requires further action on that platform. Where a Connection to the relevant platform is available and configured, LinkedIn, Instagram and X posts are live on delivery. Delivery can be incomplete, for example a partial X thread or a LinkedIn post without its image. A Daybeat delivery status does not guarantee a live post or that every live URL is recorded in the portal.

3.8 Brevo receives approved campaign drafts only. You review and press send in Brevo. Daybeat sends no marketing email campaigns to your audience. Your audience contact lists remain in your Brevo account; Daybeat uses your audience mapping to direct the draft.

3.9 Email wrapper design is separate from Piece Approval. The Owner or Daybeat staff may initiate a design test email through your Brevo Connection to a selected recipient. Staff may approve and push the wrapper design without the concierge consent flag; those actions are attributed to staff and do not approve a Piece or send an audience campaign. You must have authority to use the selected test recipient's address.

3.10 The export connector writes a per-Piece bundle of content files and images and can email delivery to an address you configure. You are responsible for choosing an authorised recipient. Export delivery is labelled as delivery to you, not publication to an audience. Video scripts are delivered for your use; Daybeat does not upload videos. Per-Piece export is separate from the requested Workspace export in clause 11.6.

4. Onboarding

4.1 Onboarding covers research, the interview, creation of your business profile, connection setup and the first Cluster. You choose either “Guided by Daybeat”, the automated interview in the portal, or “Interview with our team”, a team-led interview carrying a higher one-off Onboarding Fee. Both use the same tools and produce the same deliverables. We contact you to arrange the team-led interview, without a guaranteed appointment or response time.

4.2 The Onboarding Fee is payable at checkout and is non-refundable under clause 10. Changing onboarding option after checkout requires our agreement and any agreed difference in fee.

4.3 An agent may prepare a restricted account and setup information before the intended human Owner arrives. The human must claim the account, verify the declared email address and complete a pre-payment review of the supplied information and proposed Oversight Mode before checkout and any charge. The restricted setup does not permit publishing or Daybeat AI spend before payment. drafting note: [OPEN: confirm the contractual basis for agent-prepared accounts before human acceptance; do not treat an unsolicited account or invitation as acceptance by the named business.]

4.4 Interview answers are recorded and used to build the business profile. Internal profile review and connection verification are advisory and do not block generation or Go-live. There is no mandatory human approval of the profile before it is used. You remain responsible for checking the resulting Pieces before Approval.

4.5 Only the human Owner can approve the first Cluster and perform Go-live. This starts the live content operation and subscription charging, subject to the earlier Trial Anchor trigger in clause 9.3. It does not mean every Piece is already public. Fees remain payable for the relevant period if the Workspace becomes live before the first charge succeeds.

5. Accounts, roles and Authorised Agents

5.1 The Owner controls membership, billing, cancellation, token issue and Oversight Mode. Only an Owner may invite or remove a User from the Workspace. Owners and Members can review topics and approve Pieces. A Member's Approval is your Approval and can cause a Piece to be published. Your plan limits seats; active Users and pending unexpired invitations occupy seats. Keep account and billing information accurate and current.

5.2 You are responsible for the acts and omissions of your Users and Authorised Agents when using Daybeat for you, including their Customer Inputs, use of Allowance and Approvals. Choosing an Authorised Agent to perform review does not transfer your content decisions to Daybeat. This responsibility does not excuse our own breach of the Agreement.

5.3 Keep sign-in credentials, Connection credentials and agent tokens secure. Grant only permissions you intend and revoke access when no longer needed. Tell us promptly at info@function365.co.uk if you suspect compromise. Connection credentials are encrypted at rest and displayed as masked status.

5.4 Oversight Mode defaults to no delegation. The Owner selects the permitted level and can lower it or revoke a token. At the highest level, an appropriately scoped Authorised Agent may approve topics and Pieces, using Allowance and allowing publication without human review at that moment. Lowering the mode affects subsequent calls; it does not undo earlier Approvals or deliveries. Authorised Agents cannot perform Go-live, checkout, billing changes or cancellation.

5.5 Staff support impersonation is read-only and audited. Staff assistance and administrative actions occur under staff identities, not by editing as you. Advisory fixes and generation reruns can occur without concierge consent; advisory fixes are notified to you. Staff powers do not replace your Piece Approval.

5.6 Daybeat records approval and activity events, with distinct attribution for delegated actions and their tokens. The dashboard shows recent activity; a complete self-service approval trail is not available. drafting note: [OPEN: confirm evidential access and preservation of approval attribution, including retention and the effect of deleting a User.]

6. Your responsibilities and acceptable use

6.1 You warrant that you have authority to enter into the Agreement and give its instructions. You must provide accurate, lawful Customer Inputs and have the rights and permissions needed for us to process them as described, including brand assets, images of people, interview material and third-party material on your website. Making material public does not itself give you those rights.

6.2 You must provide personal data lawfully, with the necessary lawful basis, notices and permissions. Do not include special category data, such as identifiable patient health information, unless we expressly agree appropriate processing arrangements in writing under the DPA. drafting note: [OPEN: confirm whether to permit special category data at all, and the required conditions and safeguards for clinic case studies.]

6.3 You must hold and maintain the accounts, credentials, administrator permissions and rights required by each Connected Platform, including Brevo, and comply with its terms and policies. You control your own audience lists, sender identity, recipient selection, consent and other direct-marketing requirements when sending from Brevo or otherwise using the Content.

6.4 You must ensure compliance with advertising and marketing rules and the requirements of your sector, including medical, health, financial, investment, tax and legal claims. Obtain any required qualified review, disclosures, permissions and risk warnings before Approval. Relevant regimes may include the CAP Code, PECR and rules administered by the ASA, MHRA, FCA, GDC, GMC, CQC or SRA, where applicable. drafting note: [OPEN: confirm the regulator list and sector-specific wording.]

6.5 You must arrange review of every Piece before Approval for accuracy, legality, rights, suitability and platform compliance, including its claims, images and any required AI disclosure. Any constraints you record, including words or topics you ask us to avoid, guide the way content is written; they are not enforced as a check on the finished Piece (clause 8.3). Your review before Approval is the only check on accuracy, legality and compliance. Approval is your check and your decision that the Piece may be delivered in your business's name. If review is delegated, you must ensure your Authorised Agent provides the review you require and obtain any legally required human or professional review separately.

6.6 Do not use Daybeat to create, supply, approve or publish unlawful, infringing, defamatory, harassing, discriminatory, deceptive, knowingly false or harmful content, or claims you are not qualified or authorised to make. Do not use it to train a competing content-generation service.

6.7 Do not circumvent service limits or security, access another customer's data, reverse engineer Daybeat except where law prevents that restriction, or automate access outside the interfaces we provide. Do not resell or white-label access. drafting note: [OPEN: settle any exception for agencies acting for their own clients under separate written agency terms; no agency resale feature is currently offered.]

6.8 We may withhold or remove offending material from Daybeat or refuse delivery, and may act under clause 11. This does not promise removal of content already on a Connected Platform. Moderation and screening do not replace your review obligations.

7. Intellectual property

7.1 Customer Inputs remain yours or their existing owners'. We acquire no ownership merely because you supply them.

7.2 As between you and us, your Generated Content is yours to keep, publish and reuse for lawful purposes, including after the Agreement ends. We assign to you all intellectual property rights we hold in your Generated Content on Approval. Pending assignment, we grant you a perpetual, worldwide, royalty-free licence to keep, use, edit, publish and reuse it. drafting note: [OPEN: choose assignment on Approval or payment, confirm assignment formalities and ensure unapproved content remains consistent with the public ownership promise.]

7.3 The assignment covers only rights we hold. It does not transfer third-party rights or ownership of our reusable platform assets, ideas, formats, templates or playbooks, or promise exclusivity in those elements. To the extent our retained assets are embedded in Generated Content, you may use them as part of that Content under the continuing licence in clause 7.2. Third-party model-provider terms may affect output rights and permitted uses. drafting note: [OPEN: identify and incorporate applicable provider IP and usage terms, confirm their effect on the grant, and obtain a solicitor's view on UK computer-generated works, authorship and copyright subsistence.]

7.4 You grant us a non-exclusive licence to use, copy, adapt, process, store and display Content to provide Daybeat, and to deliver approved Pieces as you instruct, including using our providers under the DPA. Uploading a brand logo authorises its public hosting for your email wrapper; approved Instagram image delivery may require a publicly accessible image URL. This licence continues only as needed to provide the service and carry out agreed retention, export and deletion. Existing copies on your platforms or in recipients' mailboxes are outside our deletion control.

7.5 We will not use your Content to market our own business without your written agreement. The service licence does not authorise putting your non-public Content into another customer's prompt context.

7.6 The Daybeat platform, software, prompts, reusable playbooks, templates, methods and documentation remain ours or our licensors'. You receive a non-exclusive, non-transferable right to use Daybeat for your business during the Agreement, subject to these terms.

7.7 If you voluntarily provide suggestions about improving Daybeat, you grant us a perpetual, worldwide, royalty-free licence to use and adapt that feedback for improvements without payment. This does not extend to interview transcripts, Content, confidential business information or content steering merely because they contain suggestions.

7.8 No licence to use the Daybeat name or marks is granted except as necessary to identify the service. drafting note: [OPEN: formal trade mark clearance for Daybeat is pending; confirm before publication.] We do not add Daybeat attribution to your published content or export bundles. Image-model providers may apply provenance signals, including invisible watermarks, that Connected Platforms may detect or label.

8. AI-generated content and accuracy

8.1 Generated Content is AI-generated and may contain inaccurate, outdated, incomplete, unsuitable or invented text, statistics, quotations, references and images. Other customers may receive similar outputs. You must check originality where it matters to your use.

8.2 Daybeat uses Anthropic directly and routes generated text through OpenRouter to named text-model providers under Daybeat's provider preferences, which exclude training on and retention of customer content. Anthropic-direct calls are under Anthropic's commercial API terms, which exclude training on API inputs and outputs. The subprocessor list at value to be confirmed: [SUBPROCESSOR LIST URL] names OpenRouter and its routed text-model providers, including Anthropic, Moonshot AI, DeepSeek, Google and OpenAI, with the relevant models and processing details. Daybeat also provides AI image generation from your brand guidance, involving no personal data. drafting note: [RULING CONFLICT: the 3 September 2026 no-named-AI-provider ruling is superseded by the 7 September 2026 brief and its named-provider disclosure requirements.]

8.3 Daybeat performs no fact-checking and no regulatory sign-off. Banned words, topics and other stated constraints guide prompts; there is no output-side check enforcing those constraints. Format checks and AI ranking are not compliance review. Your Approval under clause 6.5 remains the check.

8.4 Moderation may withhold an uploaded image without a separate notification or visible moderation explanation. A moderation result is not a warranty of legality or suitability.

8.5 Subject to clauses 15.1 and 16.1, we do not warrant accuracy, originality, non-infringement or fitness of Generated Content for a particular purpose, or any traffic, leads, sales, rankings or other marketing result. Daybeat supplies no medical, financial, investment, tax or legal advice.

9. Fees and payment

9.1 Fees are stated in the Order and pricing page, in GBP only. Fees exclude VAT, which is added where applicable using Stripe Tax. You must provide correct billing and tax information.

9.2 Stripe processes payments. A card is required at checkout. You authorise collection of the Onboarding Fee at checkout and recurring Subscription Fees and agreed prorated adjustments when due. Invoices and receipts are available through the billing portal.

9.3 The first Subscription Fee is charged at Go-live or the Trial Anchor, whichever occurs first. The Trial Anchor is 14 days from checkout and does not move if onboarding is delayed. Subscription charging may therefore start before Go-live. Paid onboarding is not a free trial of the whole service.

9.4 Subscription Fees renew automatically monthly until cancellation or termination takes effect. The billing period shown in billing settings is also the Allowance period; it need not coincide with a calendar month. A delay or failure in collecting the first charge does not waive Fees due for the period.

9.5 An upgrade takes effect immediately with a prorated charge for the remaining period. The current period's Allowance remains fixed at period start; an upgrade does not provide extra approved topics in that period. A downgrade takes effect at period end. You must bring seat usage within the lower plan's limits before then.

9.6 Allowance is used on topic approval and does not roll over to the next period. Exceeding it blocks further topic approval; it does not incur an overage charge. Other displayed usage limits may apply. AI-assist limits are Workspace-wide over a rolling 24 hours, not a monthly allowance. There is no usage-based overage billing.

9.7 If payment fails, Stripe retries for up to 14 days and we notify you. If payment remains unresolved, the Workspace becomes restricted and read-only, generation and publishing stop and scheduled Pieces are held. The transition depends on the payment status update, not a guaranteed exact day. Access can reactivate when payment succeeds.

9.8 Changes to catalogue prices do not currently reprice existing subscriptions, which keep their existing subscription price. If we introduce changes to existing renewal prices, we will give at least value to be confirmed: [NOTICE DAYS] days' notice and an opportunity to cancel before the change applies. A plan change you request is governed by the Order for that change.

9.9 drafting note: [OPEN: settle the right to change included Allowance, required notice or consent and effective period; proposed reductions should apply only from a future renewal after notice and an opportunity to cancel, not within a paid period.]

9.10 A referral programme may be offered under separate terms at value to be confirmed: [REFERRAL TERMS URL].

10. Refunds

10.1 The Onboarding Fee is non-refundable for both onboarding options. It pays for work performed and consumed during onboarding and has no contractual refund period.

10.2 If you request cancellation within 14 days of the first Subscription Fee being charged, we will refund that first month's Subscription Fee in full. This is our contractual promise to business customers, not a statutory consumer right. The window starts with the first subscription charge, not checkout, and applies even if you have not gone live. drafting note: [RULING CONFLICT: the 3 September 2026 README's “within 14 days of subscribing” wording is replaced by the first-subscription-charge trigger required by this brief and the verified billing facts.]

10.3 Request cancellation in the app or email info@function365.co.uk within that window, identifying your Workspace. A timely cancellation request qualifies without a further request inside the window; contact that address to arrange the refund. Cancellation remains effective at period end under clause 11.2. drafting note: [OPEN: confirm the manual refund execution process, responsible operator and payment timeframe; there is no refund action in the Daybeat console.]

10.4 Later Subscription Fees are not refundable for voluntary cancellation. The Onboarding Fee is not included in the first-month refund. These rules do not remove the express refund in clause 11.5, remedies for our breach, or any liability or repayment obligation that cannot lawfully be excluded.

11. Term, cancellation, suspension and termination

11.1 The Agreement continues from acceptance through onboarding and successive monthly subscription periods until ended under this clause. No longer minimum subscription term applies.

11.2 The Owner may cancel in the app, effective at the current period's end, and reverse that cancellation before it takes effect. Paid-period access continues until then, subject to any valid suspension. If a read-only restriction prevents in-app cancellation, contact info@function365.co.uk. An early onboarding cancellation option is available only before the interview is completed and can restrict the Workspace immediately. That option ends future charging at the applicable period end; it does not itself refund the Onboarding Fee or any Subscription Fee already charged (clause 10). drafting note: [OPEN: confirm the manual cancellation route for restricted Workspaces and explain the early-onboarding cancellation and reactivation timing against the ordinary period-end rule.]

11.3 We may suspend affected access where reasonably necessary for non-payment under clause 9.7, serious or repeated breach, a security risk, platform abuse or a legal requirement. We will explain the reason and any steps needed to restore access where lawful and practicable. Suspension does not give us immunity for our own breach or warrant an instantaneous stop to in-flight deliveries.

11.4 Either party may terminate by written notice for the other's material breach if an irremediable breach occurs, or a remediable breach is not fixed within value to be confirmed: [NOTICE DAYS] days after written notice identifying it. Accrued rights and payment obligations remain, subject to clause 10 and applicable remedies.

11.5 We may terminate for convenience on at least value to be confirmed: [NOTICE DAYS] days' written notice. We will refund prepaid Subscription Fees attributable to the unused period after termination takes effect.

11.6 At subscription end, generation and publishing stop and the Workspace becomes read-only. You have a 90-day reactivation window after cancellation takes effect. We commit to retaining Workspace data, except the records covered by clause 11.7, for 90 days after subscription end. After that period we will permanently delete the Workspace data, including associated object-storage files, through our deletion process. We will carry out deletion operationally on request or on our own initiative rather than automatically. This is a process commitment, not a description of an automated feature. After the reactivation window expires, the portal has a further 30-day read-only access stage before it is locked. That access stage does not extend Content retention or guarantee access to deleted Content. During active service or that retention period, the Owner may request a Workspace content export at info@function365.co.uk, which we will produce through our export process. No self-service Workspace export is currently available.

11.7 Audit records are subject to a separate process commitment of retention for the Workspace's life plus 12 months. You may request earlier deletion of interview transcripts once the business profile is approved. Necessary legal retention and backup treatment must be specified in the DPA, with retained data protected and used only for the permitted purpose. drafting note: [OPEN: establish and resource manual export, Content and object deletion, transcript erasure and audit pruning; settle delivery deadlines, backup handling, lawful exceptions and the common retention start point in the DPA, and reconcile the later 30-day portal access stage with the 90-day Content deletion commitment before publication. No automated purge or self-service Workspace export currently implements these commitments.]

11.8 Ending the Agreement does not take away your continuing Content rights. Clauses on accrued Fees, refunds, Content ownership and licences, retention, confidentiality, liability and dispute resolution continue as needed to give them effect. A contractual retention period does not promise removal of copies delivered to third-party platforms or recipients.

12. Service levels and support

12.1 We provide email support at info@function365.co.uk. No uptime percentage, guaranteed response or resolution time, priority support, strategy call or service credit is promised. Daybeat may be interrupted for maintenance or repairs; we will use reasonable efforts to minimise disruption. No subscription pause entitlement is offered by these terms.

12.2 Connected Platform changes, outages, access rules, rate limits and account decisions are outside our control. A broken Connection or expired token causes affected scheduled Pieces to be held rather than discarded. We ask you to reconnect; eligible held delivery resumes when its cause clears, under the existing Approval. An uncertain send outcome can require human attention and need not resume automatically.

12.3 We do not guarantee continuous availability of a particular connector or platform. These limits do not excuse our own failure to exercise reasonable skill and care in operating Daybeat or responding to integration problems, or remove remedies for that failure.

13. Data protection

13.1 Each party must comply with the UK GDPR, the Data Protection Act 2018 and other data protection law applicable to it. You are controller of personal data in Workspace Content and we process it for you under the DPA at /dpa. drafting note: [OPEN: confirm controller and processor roles where an agency acts for a client that is itself controller.]

13.2 We are controller of account, User and billing data handled for our own service relationship. The Privacy Notice at /privacy explains that processing; the Cookie Policy is at /cookies. Data protection contact: dpo[at@]function365.co.uk. ICO registration number: ZA539196.

13.3 Connected Platforms receive Content on your instructions under your direct relationship with them and are not our subprocessors for that delivery. Our subprocessors and relevant onward processing are described at value to be confirmed: [SUBPROCESSOR LIST URL]. Processing is not limited to the UK or EEA. drafting note: [OPEN: solicitor to select and complete the UK IDTA or UK Addendum to EU SCCs and any applicable EU arrangements in the DPA, including onward-transfer assessment.]

13.4 drafting note: [RULING CONFLICT: the 3 September 2026 fixed UK Addendum approach is replaced by the common brief's placeholder choice of UK IDTA or UK Addendum.] drafting note: [OPEN: solicitor to review the brief's Data (Use and Access) Act 2026 reference and relevant commencement and effects; this draft asserts no position.]

14. Confidentiality

14.1 Each party must protect the other's Confidential Information, use it only to perform the Agreement, and disclose it only to people who need it for that purpose and are bound by equivalent confidentiality obligations. Permitted processing under the DPA remains subject to that agreement.

14.2 This does not cover information made public without the recipient's breach, already lawfully known to it or independently developed. A party may disclose information required by law or a regulator, notifying the other first where lawful. Your instruction to publish permits the relevant Content to become public, not disclosure of other Confidential Information.

14.3 These obligations continue for value to be confirmed: [CONFIDENTIALITY YEARS] years after termination, and indefinitely for trade secrets while they remain secret. drafting note: [OPEN: confirm the confidentiality tail in years.]

15. Warranties and disclaimers

15.1 We warrant that we have authority to enter into the Agreement and will provide Daybeat with reasonable skill and care, in accordance with its description in clause 3. Neither AI use nor your Approval removes this obligation.

15.2 Approval is your acceptance of a Piece for the authorised delivery and your responsibility for its content decisions under clause 6. It is not a waiver of a claim arising from our own breach, delivery without Approval or failure to follow the approved instruction.

15.3 Subject to clause 15.1, the express commitments elsewhere in the Agreement and clause 16.1, we exclude other implied terms, conditions and warranties only to the extent law permits and any applicable reasonableness requirement is satisfied. We do not warrant uninterrupted or error-free operation or the outcomes disclaimed in clause 8.5. Our security measures are described in the DPA; we hold no security certification.

16. Liability

16.1 Nothing in the Agreement limits or excludes liability for death or personal injury, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited or excluded. This applies to every disclaimer, exclusion, indemnity and cap in the Agreement.

16.2 Subject to clause 16.1, each party's aggregate liability arising out of or in connection with the Agreement, including the DPA, in contract, tort including negligence, breach of statutory duty or otherwise, is limited to value to be confirmed: [LIABILITY CAP]. This does not limit payment of Fees properly due or express refund obligations. drafting note: [OPEN: recommend Fees paid in the 12 months before the claim, with a floor equal to the greater of the Onboarding Fee plus three months' Subscription Fees or [MINIMUM LIABILITY SUM]; settle the aggregation period, the applicable Subscription Fee for the floor, insurance and any separate DPA cap against UCTA reasonableness. This recommendation does not replace [LIABILITY CAP] until agreed.]

16.3 Subject to clause 16.1, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, business or goodwill. Loss or corruption of data is excluded except to the extent caused by our breach of this Agreement, including the DPA, or our negligence. The exclusions in this clause do not exclude reasonable direct recovery, restoration, incident-response or compensation costs recoverable because of that breach or negligence, whether the affected data is personal or non-personal; the applicable cap still applies. drafting note: [OPEN: confirm the Agreement-wide data-loss carve-out, recoverable loss categories and any higher DPA cap, including consistency with the DPA's liability clause.]

16.4 You are responsible for the accuracy, legality, suitability and platform compliance decisions embodied in your Approval. We are not responsible to the extent loss results from your breach of those review obligations or your instructions, edits or subsequent use, rather than our breach. Where our breach also contributes, your Approval does not exclude our liability for that contribution, subject to the lawful limits above.

16.5 We are not liable for Connected Platform acts, omissions, outages or policy changes to the extent outside our reasonable control and not caused or contributed to by our breach. We remain responsible for our own obligations, including those concerning subcontractors and subprocessors. No provision treats Approval as acceptance of the risk of our negligence.

16.6 Subject to clauses 16.1 and 16.2, you indemnify us for third-party claims arising from your Customer Inputs or approved Content, or a Connected Platform claim, to the extent caused by your breach of clause 6. This covers damages finally awarded, reasonable legal costs and settlements you approve, but excludes amounts caused by our breach or negligence and any fine that cannot lawfully be indemnified. We must notify you promptly, allow you reasonable control of the defence and cooperate at your reasonable cost. No settlement may admit our fault or impose non-monetary obligations on us without our consent, not unreasonably withheld. drafting note: [OPEN: confirm whether this indemnity should be retained or made mutual and whether it remains inside the cap as drafted.]

16.7 drafting note: [OPEN: decide whether to include a Daybeat indemnity for third-party IP claims against the platform itself, its cap, defence procedure and remedies, after confirming platform asset title; none is granted by this placeholder.]

16.8 drafting note: [OPEN: solicitor to assess clauses 8.5, 10.4, 12, 15 and 16 together under UCTA 1977, including bargaining position, available remedies, resources and insurance; no enforceability conclusion is asserted.]

17. Changes to Daybeat and these terms

17.1 We may improve, change or replace service components, including AI models and techniques. We will not materially reduce the core functionality of the plan you have paid for during the current billing period, other than where a Connected Platform, provider or legal requirement obliges us to. Any reduction must be limited to what that requirement makes necessary and does not excuse our own breach or remove the obligations in clauses 12.3 and 15.1. DPA requirements govern subprocessor changes; clauses 9.8 and 9.9 govern pricing and Allowance changes.

17.2 We will give at least value to be confirmed: [NOTICE DAYS] days' notice by email or in Daybeat of material changes to the service or these terms. If you disagree, the Owner may cancel before the change applies. Continued use after the stated effective date constitutes acceptance. drafting note: [OPEN: confirm notice delivery, evidence of acceptance and timing so period-end cancellation can take effect before an adverse change.]

17.3 We may make immaterial corrections and clarifications without advance notice. No change retrospectively removes accrued rights or an Approval requirement for a Piece already in the workflow.

18. General

18.1 You may not assign the Agreement without our written consent, which we will not unreasonably withhold. We may assign it to a group company or buyer of our business. drafting note: [OPEN: confirm notice and customer protection on a provider assignment.]

18.2 We may subcontract service functions while remaining responsible for performing our obligations. Appointment and replacement of subprocessors are governed by the DPA.

18.3 Neither party is liable for failure caused by an event beyond its reasonable control to the extent it could not reasonably avoid or mitigate the effect, provided it tells the other and takes reasonable steps to resume. This does not displace clause 16.1 or accrued payment and refund obligations.

18.4 Send notices to info@function365.co.uk and, for a legal claim or termination notice, also to Third Floor, 95 The Promenade, Cheltenham, Gloucestershire, United Kingdom, GL50 1HH. We send notices to the Owner's recorded email address or through Daybeat. Keep that address current. Ordinary in-app cancellation under clause 11.2 does not require a posted notice. drafting note: [OPEN: confirm receipt rules, permitted notice methods and the values of each [NOTICE DAYS] placeholder separately for price changes (9.8), breach cure (11.4), convenience termination (11.5) and material changes (17.2); these periods need not be equal.]

18.5 The Agreement is the entire agreement on its subject matter and replaces earlier agreements on that subject. Nothing in this clause excludes liability or remedies for misrepresentation, including fraud. drafting note: [OPEN: confirm entire-agreement scope, precedence and UCTA and Misrepresentation Act 1967 treatment; the base draft's blanket non-reliance wording is not retained.]

18.6 If a provision is unenforceable, the remaining provisions continue. Delay in enforcing a right is not a waiver. Nothing creates a partnership, joint venture or employment relationship; neither party may bind the other except for the instructions and delivery authority expressly given in the Agreement.

18.7 No person other than a party may enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999. This does not affect rights that exist independently of that Act or mandatory data subject rights.

18.8 The Agreement and disputes arising out of or in connection with it, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.