Customer Agreement

1. Parties and contract set

This agreement is between VOTE PLATFORM LIMITED and the legal entity named in an executed Order. The standard pilot is offered only to UK-registered companies and limited liability partnerships acting for internal business purposes, not to consumers. A charity, school or other education provider, council or public body, union, sole trader, partnership or unincorporated organisation requires separate eligibility and contract review. The Order, Customer Agreement, DPA, Acceptable Use Policy, Security Overview, Subprocessor and International Transfer Schedule and AI Use Schedule where enabled form the agreement.

If documents conflict, the approved order of precedence is: mandatory transfer terms; the DPA for personal-data processing; the Order for its service, commercial and special terms; the Customer Agreement; the AI Use Schedule for enabled AI; the Acceptable Use Policy; then other incorporated schedules. A later expressly signed amendment prevails over an earlier term for the same subject.

2. Definitions

• Customer means the legal entity identified in the Order; an account user or affiliate is not a Customer unless the Order says so.
• Authorised User means a person the Customer permits to use the service within the Order and configured role boundaries.
• Customer Data means data, content and instructions submitted to, generated through or stored in the service for the Customer, excluding Votegrain's own service telemetry and de-identified information that can no longer identify the Customer or a person.
• Documentation means the published user guidance and the contractual schedules identified by version in the Order.
• Order means a Pilot Order, order form or other ordering document executed through the approved signing or online-contract route.
• Service means the Votegrain modules, capacity and support expressly stated in the Order.

3. Service and use right

Subject to the executed Order and applicable fees, Votegrain provides the agreed authorised users a limited right during the term to use the service for the customer's internal organisational decision processes.

The right is non-exclusive, non-transferable and limited to the Customer, its authorised users, approved capacity and permitted use. It does not include resale, service-bureau use, source access or an implied licence to Votegrain technology.

Only the Order states modules, pilot status, capacity, permitted use, dates, support, service levels and commercial terms. Website descriptions, demonstrations and roadmap statements do not alter an executed Order.

4. Orders and authority

Each Order must identify the Customer legal entity, service scope, dates, fees, privacy schedules and a person authorised to bind that Customer. A product role, email domain, payment or ordinary account action does not by itself prove corporate authority.

A sales-assisted pilot uses an approved manual or electronic signature process. An Online Subscription Order uses server-enforced clickwrap immediately before payment and is valid only when it displays the exact billing organisation, plan, capacity, recurring price, interval, first charge, promotion, tax treatment, renewal, cancellation and refund position together with every incorporated document version.

The online route must use unchecked controls, separately record contractual assent and authority to bind, reject stale or changed commercial or legal state, retain immutable evidence and give the Customer a durable copy. Continued use, a pre-ticked control or a Stripe receipt is not acceptance.

5. Customer responsibility for decisions

The customer is responsible for the legality and governance of its process, including eligibility, notices, quorum, proxy, consultation, employment, confidentiality, accessibility and record-keeping requirements.

The Customer decides the initiative purpose, electorate, voting method, opening and closing rules, named or anonymous configuration, result-release policy, recipients, retention and action taken after a result. It must obtain any legal, constitutional, employment, union, charity, public-sector or other specialist advice it needs.

The customer must not represent Votegrain as legal advice, an independent audit, a statutory election service or proof that a result is legally binding unless a separately negotiated service and qualified advice support that conclusion.

6. Accounts, administrators and access

The Customer is responsible for its authorised users, administrators, role assignments, invitations, membership data, access removals and use of shared or exported material. It must keep administrator and billing contacts current and tell Votegrain promptly about suspected unauthorised access.

Users must have individual accounts and protect their credentials. Customer permissions do not authorise bypassing tenant, organisation, ballot-anonymity or small-cell controls.

7. Customer Data and intellectual property

The Customer retains its rights in Customer Data and grants Votegrain only the rights needed to provide, secure and support the agreed service, follow the Customer's lawful instructions, comply with law and perform this agreement and the DPA.

The Customer warrants that its instructions and Customer Data are lawful, accurate enough for their purpose and do not infringe another person's rights. Votegrain owns the service, software, designs, documentation, aggregated service knowledge and feedback, but does not acquire ownership of Customer Data through this agreement.

Votegrain may use service statistics only where they contain no Customer Data and cannot reasonably identify the Customer or a person. It must not use raw Customer Data to train a general-purpose AI model unless a separately signed term expressly permits that use.

8. Confidentiality

Each party must protect the other's non-public business, technical and commercial information using at least reasonable care, use it only to perform or exercise rights under the agreement, and disclose it only to people who need it and are bound by confidentiality.

Confidentiality does not cover information lawfully known without restriction, independently developed, received lawfully from another source or made public without breach. A legally compelled recipient may disclose only what is required and, where lawful, must give prompt notice and reasonable assistance.

On request or termination, each party must return or securely destroy the other's confidential information except for copies required by law, the DPA, a live claim or an inaccessible backup cycle; retained copies remain protected and unused for other purposes. These duties continue for five years after the agreement ends and for a trade secret while it remains a trade secret under applicable law.

9. Data protection and security

Each party must comply with the data-protection law applicable to its role. For Customer Data, the DPA governs Votegrain's processor duties, security, subprocessors, transfers, assistance, return and deletion. The Customer remains responsible for its lawful basis, notices, instructions, access configuration, recipients and data minimisation.

Votegrain must maintain the technical and organisational measures stated in the incorporated Security Overview. No certification, uptime, recovery, residency or incident-notification claim applies unless it appears in the signed Order or an incorporated approved schedule.

10. AI and third-party services

AI is disabled for the standard first-pilot service. AI may be enabled only by a later signed Order that names the feature and incorporates the then-current AI Use Schedule. AI output is advisory; the Customer must arrange authorised human review before relying on it.

Stripe processes payment details only for an expressly enabled Online Subscription Order. Votegrain must not send ballots, participant attributes, decision content or other unnecessary Customer Data to Stripe, and the Stripe-hosted page or receipt does not replace the Order or Votegrain's acceptance evidence.

High-consequence, regulated, public/political, statutory, shareholder, charity or union uses are prohibited unless a separately negotiated signed agreement, product/legal/security assessment and verified controls approve the exact use.

The service may interoperate with approved providers identified in the Subprocessor Schedule. Customer-directed links, exports or third-party destinations are controlled by the Customer and are not made part of Votegrain merely because the service can connect or link to them.

11. Acceptable use and suspension

The Customer and its users must comply with the Acceptable Use Policy. Votegrain may take a proportionate step to restrict the affected access, feature or data flow where reasonably necessary to address an active security threat, unlawful use, material breach, non-payment or risk to another tenant.

Where practicable, Votegrain will give notice and an opportunity to remedy. An urgent restriction may occur first when delay would materially increase risk. Suspension does not erase Customer Data, cancel charges already due or change the Customer's legal obligations.

12. Fees, tax and payment

The first paid pilot is sales-assisted and manually invoiced in pounds sterling after both parties execute the Pilot Order and before activation. Unless the Order states a different agreed schedule, Votegrain then invoices the full fixed pilot fee and the Customer must pay the correct, undisputed invoice by bank transfer within 30 calendar days. A correct invoice identifies the supplier and Customer, unique invoice number and date, service, amount, currency, VAT where legally due, payment date and approved payment details. A demo request, account action, test checkout or technical payment proof is not authority to charge a Customer.

Where Votegrain expressly offers an Online Subscription Order, its displayed summary replaces the manual-invoice schedule only for that Order. It states the verified recurring GBP amount and cadence, any first-payment promotion, normal renewal amount, tax treatment and cancellation route. The subscription renews at each stated cadence until cancelled; cancellation prevents a later renewal but does not itself reverse a completed charge or delete Customer Data.

Stripe displays the exact provider amount and renewal cadence before the Customer pays. Votegrain must not activate the Online Subscription Order if that provider amount does not match the accepted price, promotion and agreed tax treatment. A temporary promotion changes only the payment or renewal expressly identified in the Online Subscription Order. Unless that Order says otherwise, later renewals use the normal recurring price displayed before acceptance.

Fees are exclusive of VAT and similar taxes. Votegrain adds VAT only where legally due. The Customer must give accurate billing and purchase-order information before activation and remains responsible for payment where its internal purchase-order process is delayed.

The Customer must identify a good-faith invoice dispute, its reasons and the amount disputed within 10 business days after receipt and must pay the undisputed amount on time. The parties will escalate the disputed amount promptly and in good faith. Votegrain may claim statutory interest, fixed compensation and reasonable recovery costs for late commercial payments where the Late Payment of Commercial Debts (Interest) Act 1998 applies.

Unless the Order states otherwise, fees are non-cancellable and non-refundable after the agreed service period starts, except for a refund expressly required by law, the remedy for Votegrain's uncured material breach, or the unused prepaid period where Votegrain terminates for convenience. No term shown only in a payment provider can override the signed Order.

13. Pilot, support and service changes

A pilot is a controlled evaluation with the scope, success measures and limits in its Order. Subject to the activation check confirming a monitored mailbox and rota, standard support uses demo@votegrain.com and is staffed from 09:00 to 17:00 UK time, Monday to Friday excluding public holidays in England. Votegrain targets initial acknowledgement of a Priority 1 issue within four staffed hours and any other support request within two business days.

Priority 1 means the production service is unavailable to all or most authorised users, a critical security incident is active, or an essential pilot journey cannot proceed and no reasonable workaround exists. Priority 2 means material degradation with a workaround; Priority 3 covers limited defects, questions and requests. Response targets are for initial human acknowledgement and triage, not guaranteed resolution times.

The pilot has no uptime SLA, service credits, recovery-point objective or recovery-time objective. Supabase performs daily backups with a rolling seven-day availability period, but Votegrain does not sell a restoration time or point until a production restore exercise supports one. Security-incident notice is governed by the DPA's without-undue-delay duty.

Votegrain may make service changes that do not materially reduce the purchased core functionality during the term. A material reduction requires reasonable notice and the remedy approved in the Order. New modules, increased capacity and materially different data processing require an Order or amendment.

14. Warranties and disclaimers

Each party warrants that it has authority to enter the agreement. Votegrain warrants that it will provide the agreed service with reasonable skill and care and will not knowingly introduce malicious code.

The service supports a Customer-directed decision process; it does not warrant a particular participation level, outcome, legal validity, governance compliance, uninterrupted availability or error-free AI output. Any additional remedy or service warranty must be stated in the Order.

15. Liability and insurance

Subject to the liabilities that cannot lawfully be limited, each party's total aggregate liability arising out of or in connection with the agreement is limited to the greater of £5,000 and the fees paid or payable under the affected Order. Direct, reasonable costs of restoring Customer Data caused by Votegrain's breach count within that cap and are not excluded merely because they concern data loss.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings. This exclusion does not convert a loss that is direct in the circumstances into an excluded loss merely because it falls within one of those labels.

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, the Customer's obligation to pay agreed fees, or any liability that cannot lawfully be limited. No indemnity applies unless a signed Order expressly states one.

Votegrain does not represent that it holds a particular insurance policy or coverage level for the first pilot. Insurance requirements will be assessed before any production conversion or higher-risk Order and apply only when recorded in that signed Order.

16. Term, renewal and termination

The agreement starts when the first Order is executed and continues until every Order ends. Unless the signed Pilot Order states different dates, the pilot runs for 30 days from activation, expires automatically at the end of that period and does not renew. Production conversion requires a new signed Order.

An Online Subscription Order starts when Votegrain verifies the accepted Order and matching successful Stripe evidence. It renews automatically for the interval shown in that Order until cancelled. The Customer may schedule cancellation through the approved billing route; access, data retention, export and deletion then follow the Order, this agreement and the DPA rather than the browser return from Stripe.

Either party may terminate a pilot for convenience on 14 days' written notice. If Votegrain terminates for convenience, it will refund the proportion of any prepaid fee attributable to the unused period. Customer convenience termination does not create a refund unless the Order says otherwise.

Either party may terminate for a material breach that remains uncured 10 business days after written notice, or immediately for insolvency or an irremediable material breach where law permits. Termination does not affect accrued rights, payment due, confidentiality, data-protection duties or terms intended to survive.

17. Exit, export and deletion

While an Order remains active, completed decision records use the DPA's default 24-month governance period. When the last Order ends, this exit clause takes precedence: the Customer may request the supported export for 30 days, after which Votegrain completes operator-mediated deletion of live initiatives, options, results, reports, comments, shares and other Customer Data within 30 days. Ongoing, cancelled and never-released initiatives follow the same exit deadline. Supabase backup copies then expire on their rolling seven-day availability cycle rather than being edited individually.

Accepted ballots and bounded eligibility, duplicate-prevention and audit evidence remain until 24 months after result release or initiative closure unless the Customer lawfully instructs a shorter period, and may remain longer only for a documented legal hold or claim. Access is restricted and identity linkage is minimised or pseudonymised where possible.

18. General terms

Formal notices must be in writing and sent to the legal contact in the Order, with a copy for Votegrain to demo@votegrain.com; a termination or legal-process notice to Votegrain must also be sent to its registered office. Email notice is received on the next UK business day unless the sender receives a delivery failure.

Neither party may assign the agreement without the other's prior written consent, not to be unreasonably withheld or delayed, except to an affiliate or as part of a genuine merger, reorganisation or sale of substantially all relevant business, provided the assignee can perform the obligations. Votegrain may use subprocessors only under the DPA.

Neither party is liable for delay caused by an event beyond its reasonable control, except that this does not excuse payment already due or data-protection and security duties that can still reasonably be performed. The affected party must notify the other, mitigate the effect and resume performance promptly.

The agreement is the entire agreement about its subject and replaces prior proposals or statements. A variation must be in writing and signed by authorised representatives, except for a schedule change expressly permitted by its change procedure. Delay in enforcement is not a waiver. If a term is unenforceable, the minimum necessary part is severed and the rest remains effective.

A person who is not a party has no right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999. The agreement may be signed in counterparts and by an approved electronic-signature method. Neither party may publicly use the other's name or marks as an endorsement without written permission.

19. Governing law and disputes

This agreement is governed by the laws of England and Wales. Before starting proceedings, an operational representative and then a senior representative of each party will try in good faith to resolve a dispute for at least 10 business days, unless urgent injunctive or protective relief is reasonably required. The courts of England and Wales have exclusive jurisdiction.

20. Execution and evidence

A normal product-user click or payment is not proof of authority to bind an organisation. The approved signing route must identify the signatory, Customer legal entity, title, authority declaration, Order, every incorporated version, exact acceptance statement, UTC time and immutable content hash, and give the Customer a durable copy.

A material change to the legal set, plan, capacity, recurring price, cadence, promotion, tax treatment, renewal, cancellation, refund, active provider, transfer or data-processing scope requires a new Order summary and fresh acceptance before a new purchase or changed scope. Continued use is not acceptance and no new term is backdated.

These website pages provide the canonical reference text; they are not themselves a signature or acceptance control.