1. Introduction and Scope
These Terms establish a binding agreement between Setora Technology Ltd (Company Number 17025958, registered in England and Wales) and business entities or individuals using the Setora platform.
By creating an account or accessing the service, you confirm acceptance of these Terms, the Privacy Policy, Acceptable Use Policy, and Data Processing Agreement. When conflicts arise between documents, the Data Processing Agreement governs data protection matters.
The platform is a business-to-business service. By agreeing, you represent that you act within a trade or business context. Consumer protections under the Consumer Rights Act 2015 do not apply.
The Company may update these Terms with at least 30 days’ written email notice. Continued platform use after changes take effect constitutes acceptance of revised Terms. Disagreeing partners may terminate before changes become effective.
2. Definitions
Account: A Partner’s registered account including associated locations, users, and data.
Authorised User: Individuals authorized to access the platform on the Partner’s behalf, including employees and contractors.
Booking Data: Information relating to appointments, schedules, and bookings created through the platform.
Client: End-consumers booking services through the platform.
Client Data: Personal information about Clients processed by the Company on the Partner’s behalf.
Data Processing Agreement (DPA): A separate addendum governing Client Data processing under UK GDPR.
Effective Date: When the Partner first creates an Account or accepts these Terms.
Fees: Subscription charges and other payable amounts per Section 7.
Intellectual Property Rights: Patents, copyrights, design rights, trademarks, database rights, trade secrets, and all associated applications worldwide.
Location: A single physical business premises registered on the platform.
Partner Content: Data, information, text, images submitted through the platform.
Payment Processor: Third-party payment services including Stripe, Paddle, Worldpay, Square, and any successors or replacements.
Platform: The web-based Setora software application and associated features.
Subscription Period: Each monthly billing cycle while subscription remains active.
UK GDPR: United Kingdom General Data Protection Regulation as retained and amended in UK law.
3. The Platform
3.1 Service Description
The Company provides web-based software enabling service businesses to manage bookings, staff scheduling, point-of-sale operations, inventory, client relationships, analytics, and communications.
3.2 Availability and Support
The Company uses commercially reasonable efforts to maintain continuous availability, but does not guarantee uninterrupted, timely, secure, or error-free operation. Temporary unavailability may occur due to scheduled maintenance, emergency maintenance, or circumstances beyond reasonable control.
Partners acknowledge responsibility for maintaining business continuity during platform unavailability. The Company bears no liability for business operation losses during downtime.
Support operates via email and in-platform chat during published hours, with commercially reasonable response efforts within four business hours.
3.3 Updates and Modifications
The Company reserves the right to modify, update, or discontinue platform features. Material functionality reductions require at least 30 days’ written notice. Partners may terminate without penalty within 30 days of material, adverse changes affecting platform use.
3.4 Beta Features
Beta Features are provided “as is” and “as available” without warranty. The Company may modify or discontinue Beta Features anytime without notice, with liability limitations applying fully.
4. Account Registration and Access
Partners must create Accounts with accurate, complete, current registration information kept updated continuously.
Partners maintain responsibility for Account credential confidentiality and all activities occurring under their Account, authorized or not. Immediate notification of unauthorized access is required at hello@setora.co.uk.
Partners may grant Authorised User access while remaining responsible for all Authorised User acts and omissions, ensuring compliance with these Terms.
The Company reserves suspension or access restriction rights if it reasonably believes Accounts are compromised, violating Terms, or creating security risks.
5. Partner Obligations
5.1 General Obligations
Partners agree to:
- Use the platform lawfully in accordance with these Terms and the Acceptable Use Policy
- Maintain all required business licenses, registrations, and local authority permissions
- Maintain appropriate insurance, including public liability and employers’ liability where legally required
- Comply with UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2003, health and safety legislation, and industry-specific regulations
- Ensure personal data uploaded has been lawfully collected with necessary consents
5.2 Booking and Deposit Policies
Partners solely establish, communicate, and enforce booking, cancellation, no-show, and deposit policies. The platform facilitates deposit collection and cancellation management, but the contractual relationship remains between Partners and Clients only.
Partners acknowledge that deposits, cancellation charges, and no-show fees must comply with UK consumer law, representing genuine loss pre-estimates without disproportionate penalties. The Company accepts no liability for policy legality or enforceability.
5.3 Marketing Communications
Partners using platform messaging must ensure PECR compliance. Partners must distinguish between transactional messages (booking confirmations, reminders, cancellations) and marketing messages, obtaining appropriate consent before sending marketing communications. Transactional messages containing promotional content are classified as marketing messages requiring prior consent.
6. Payment Processing and Third-Party Integrations
6.1 Payment Processors
The platform integrates with third-party Payment Processors enabling Client payment collection, subject to those processors’ independent terms. The Company is not a payment processor, bank, payment institution, electronic money institution, or money services business and never holds, transmits, or maintains custody of funds.
Funds flow directly between Clients and Payment Processor accounts. The Company bears no liability for payment processing failures, delays, errors, funds held or withheld by processors, chargebacks, refund disputes, fraud, or processor term/fee/availability changes.
6.2 Chargebacks and Disputes
Partners bear sole responsibility for all chargebacks, refund claims, and payment disputes initiated by Clients. Partners must cooperate with processors resolving disputes, with all resulting chargeback fees and penalties remaining the Partner’s responsibility.
6.3 Bring Your Own Terminal
The platform supports hybrid payment models. Deposits collect through integrated Payment Processors while service payments may use partner card terminals, cash, or other methods. The Company provides logging and reconciliation tools but lacks visibility into outside-platform transactions. Partners bear sole responsibility for security, reconciliation, and tax treatment of all independently collected payments.
6.4 Third-Party Integrations
The platform may integrate with third-party services subject to those parties’ own terms. The Company does not endorse, warrant, or accept liability for third-party services and bears no responsibility for losses from third-party availability, accuracy, or content.
7. Fees and Billing
7.1 Subscription Fees
Partners pay applicable monthly subscription fees per Location as published on the Setora website or as otherwise agreed in writing. Fees are billed monthly in advance on subscription anniversary dates or location addition dates, stated exclusive of VAT, which adds where applicable.
7.2 Payment Method
Partners authorize the Company or billing providers to charge designated payment methods for all Fees.
7.3 Late Payment
If Fees remain unpaid beyond 14 days post-due date, the Company may, without limiting other remedies: charge interest at 5% annually above Bank of England base rate accruing daily until payment; suspend platform access until full payment; and recover reasonable collection costs including legal fees.
7.4 No Refunds
Subscription fees are non-refundable. Early cancellation or account termination during Subscription Periods allows platform access until the cycle ends, but issues no refunds or credits for remaining portions.
7.5 Price Changes
The Company may change subscription fees with at least 30 days’ written notice. Revised fees apply from the next Subscription Period following notice expiry. Disagreeing Partners may terminate before new fees take effect.
7.6 Messaging and Usage Charges
Subscriptions include published message allowances (SMS, WhatsApp, or email). Excess messages incur charges at then-current per-message rates, billed in arrears and added to next invoices.
8. Intellectual Property
8.1 Platform Ownership
The platform, including software, code, designs, interfaces, documentation, trademarks, logos, and all related materials, remain exclusive Company property. These Terms grant Partners only the limited license described in clause 8.2.
8.2 Licence to Use the Platform
Subject to compliance and Fee payment, the Company grants non-exclusive, non-transferable, non-sublicensable, revocable licenses to access and use the platform for business operations. Licenses terminate immediately upon subscription termination or expiry.
8.3 Partner Content and Data Ownership
The Company claims no Intellectual Property Rights over Partner Content or Client Data. Partners or Clients retain all rights in their uploaded Partner Content and Client Data.
Partners grant the Company limited, non-exclusive, royalty-free licenses to host, store, process, display, and transmit Partner Content and Client Data solely as necessary for platform provision. Licenses terminate upon data deletion per Section 12.
8.4 Feedback
Partners providing suggestions, ideas, feature requests, bug reports, or other platform feedback grant the Company unrestricted rights to use, modify, and incorporate such Feedback without restriction, compensation, or attribution.
8.5 Restrictions
Except as expressly permitted or by applicable law, Partners shall not:
- Copy, modify, adapt, translate, reverse engineer, decompile, or disassemble platform parts
- Sublicense, resell, rent, lease, or make the platform available to third parties
- Develop competing products using the platform
- Remove, alter, or obscure proprietary notices, labels, or marks
- Use automated means (bots, scrapers, crawlers) except published APIs
9. Data Protection
The parties acknowledge that under UK GDPR: Partners function as data controllers regarding Client Data while the Company acts as processor; the Company is data controller regarding Partner account and billing information.
Client Data processing is governed by the Data Processing Agreement incorporated into this Agreement. The Company processes Client Data only per the DPA and documented Partner instructions.
Partners ensure lawful Client Data collection and processing, obtaining necessary consents. Where Client Data includes special category data (health or allergy information), Partners ensure valid explicit Article 9 UK GDPR consent.
The Company maintains published sub-processor lists, providing at least 30 days’ advance notice of changes. If Partners reasonably object, parties work toward resolution within 30 days; if unresolved, Partners may terminate without penalty.
10. Limitation of Liability
10.1 Uncapped Liabilities
These Terms do not limit either party’s liability for: death or personal injury from negligence; fraud or fraudulent misrepresentation; any liability that law prohibits limiting; or Partner Fee payment obligations.
10.2 Excluded Losses
Neither party bears liability for: profits, revenue, or anticipated savings loss; business or opportunity loss; goodwill or reputation loss; data loss or damage (except under DPA provisions); or indirect, special, or consequential losses, even if advised of possibilities.
10.3 Liability Cap
The Company’s aggregate liability under or relating to this Agreement cannot exceed either the total Fees paid within the preceding 12 months or one hundred pounds sterling (£100), whichever is greater.
10.4 Reasonableness
Partners acknowledge that the limitations and exclusions set out in this Section 10 are reasonable having regard to the circumstances, including Fees, platform nature, and insurance availability.
10.5 No Liability for Third-Party Services
The Company bears no liability for any Payment Processor or third-party service acts or omissions. Partner remedies regarding third-party services lie solely against those parties under their own terms.
11. Indemnification
11.1 Partner Indemnity
Partners indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from losses, damages, liabilities, costs, and expenses (including legal fees) from:
- Partner breaches of these Terms
- Unauthorized platform use
- Client or third-party claims relating to Partner services
- Partner booking, cancellation, deposit, or no-show policies
- Partner law violations
- Partner Content, including Intellectual Property Right infringement claims
11.2 Company Indemnity
The Company indemnifies Partners from third-party claims that authorized platform use per these Terms infringes Intellectual Property Rights. This indemnity excludes claims arising from non-Company platform modifications, platform use with non-Company software or services, or Partner failure to use current platform versions.
12. Term, Termination, and Data Export
12.1 Term
This Agreement commences on the Effective Date, continuing rolling monthly until terminated per this Section.
12.2 Termination by the Partner
Partners may terminate anytime through self-service cancellation within the platform or written notice to hello@setora.co.uk. Termination takes effect at current Subscription Period end. No refunds or credits issue for remaining paid portions.
12.3 Termination by the Company
The Company may terminate immediately by written notice for: (i) material, irremediable Term breaches; (ii) material, remediable breaches unresolved within 14 days of notice; (iii) Fees unpaid 30+ days post-due date; or (iv) Partner insolvency, administration, liquidation, or analogous proceedings.
The Company may also terminate on 30 days’ written notice without reason at its discretion.
12.4 Suspension
The Company may suspend platform access immediately without prior notice if: (a) law, regulation, or court orders require suspension; (b) platform use poses security risks; (c) Company reasonably believes compromise; or (d) material Term breaches occur.
12.5 Effect of Termination
Upon termination or expiry:
- Platform use licenses terminate immediately (or at Subscription Period end, where applicable)
- All accrued Fees become immediately due
- Sections 2, 8, 9, 10, 11, 12.5, 12.6, 13, 14, and 15 survive termination
12.6 Data Export and Retention
Post-Cancellation Access Period. Following termination or expiry, the Company maintains Accounts in read-only state for 60 days (the “Data Access Period”). Partners may log in to export Partner Content and Client Data using built-in export tools.
Export Formats. The Company provides data export in structured, commonly used, and machine-readable formats including CSV and JSON per Article 20 UK GDPR.
Deletion. Following the Data Access Period, the Company deletes all Partner Content and Client Data, including backups, within commercially reasonable timeframes (maximum 30 days after period expiry), unless law requires longer retention.
Ongoing Export Rights. Partners may export Partner Content and Client Data anytime during subscription using built-in tools at no charge. The Company never restricts, charges, or withholds access to Partner data.
13. Confidentiality
Each party (the “Receiving Party”) shall maintain confidentiality regarding oral, written, or electronic information of confidential nature (the “Confidential Information”) disclosed by the other party, including business plans, customer data, pricing, technical specifications, and source code.
Receiving Parties may disclose Confidential Information to employees, officers, agents, and professional advisers requiring such information for Agreement purposes who face confidentiality obligations no less stringent than these Terms, or as law, regulation, or court orders require, with reasonable advance notice where legally permitted.
Confidentiality obligations survive termination for two years.
14. General Provisions
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
14.2 Dispute Resolution
Before commencing proceedings, parties shall attempt good-faith negotiation for at least 30 days following written dispute notice. If unresolved within that period, England and Wales courts have exclusive jurisdiction.
14.3 Force Majeure
Neither party bears liability for obligation performance failures or delays (excluding payment obligations) caused by circumstances beyond reasonable control. If force majeure events exceed 60 consecutive days, either party may terminate by written notice.
14.4 Entire Agreement
This Agreement (including incorporated documents) constitutes the entire agreement regarding its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions.
14.5 Severability
If any provision is found invalid, unlawful, or unenforceable, that provision is deemed minimally modified to become valid and enforceable. If modification is impossible, the provision is deleted without affecting remaining provisions.
14.6 Waiver
No party failure or delay in exercising rights or remedies constitutes waiver. Single or partial exercises do not prevent further or other exercises.
14.7 Assignment
Partners cannot assign, transfer, or sub-contract rights or obligations without prior written Company consent. The Company may assign to affiliates or with mergers, acquisitions, or asset sales, provided assignees accept these Terms.
14.8 Notices
All notices must be written and sent by email. Company notices go to hello@setora.co.uk; Partner notices go to associated Account email addresses.
14.9 Third-Party Rights
No persons other than Agreement parties have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce Agreement provisions.
14.10 Anti-Bribery
Each party complies with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
15. Electronic Commerce Regulations Disclosures
Company Name: Setora Technology Ltd
Company Number: 17025958
Registered Office: 61 Bridge Street, Kington, HR5 3DJ, United Kingdom
Contact Email: hello@setora.co.uk
VAT Number: Not yet VAT-registered. Will be updated upon registration.
Regulatory Body: Information Commissioner’s Office (ICO) for data protection matters.
Price: £39 per Location per month, exclusive of VAT. Additional messaging charges may apply.
Applicable Law: England and Wales laws.
16. Promotional Offers
16.1 Scope
This section governs time-limited promotional discount codes published by the Company, including but not limited to START25 and SWITCH25 (each a “Promo Code”). All other Terms remain in full effect.
16.2 Offer Details
Unless stated otherwise at point of redemption, each Promo Code entitles the redeeming Partner to 25% off the standard monthly Subscription Fee for the first three consecutive Subscription Periods following redemption.
16.3 Eligibility and Restrictions
- One Promo Code per Account. Codes cannot be combined with other offers or discounts.
- Valid for new paid subscriptions only. Codes cannot be applied during or in place of the free trial period.
- Applies to the Setora platform Subscription Fee only. Messaging credits, SMS top-ups, and any third-party charges are excluded.
- The discount applies to the base Subscription Fee before VAT.
16.4 Validity Period
START25 and SWITCH25 are valid from 7 March 2026 to 14 March 2026 inclusive. Each Promo Code is valid only during its published promotion window. Codes not redeemed before the promotion ends cannot be honoured. The Company may withdraw or modify any Promo Code at any time without prior notice.
16.5 Misuse
The Company reserves the right to revoke discounts and terminate Accounts where Promo Codes are shared for resale, redeemed through automated means, or used in a manner inconsistent with their intended purpose.
See also: Privacy Policy · Your Data Rights