Terms of Service — Calmer Days Ahead

01Accepting these terms

In short: creating an account means you agree to these terms on behalf of your organisation. This is a business tool, for business use.

These Terms of Service are entered into by We Are Zacapa Ltd, registered in England & Wales under company number 11278191 ("Zacapa", "we", "us"), and the organisation agreeing to them ("Customer", "you"). They govern access to and use of the Calmer Days Ahead application at app.calmerdaysahead.com and related services (the "Service").

By creating an account, ticking the box at sign-up, or using the Service, you agree to these terms on behalf of the organisation you represent, and you confirm you have authority to bind it. The Service is provided for business use — it isn't intended for consumers, and consumer contract laws don't apply.

02Words we use

"Workspace" — your organisation's account within the Service: its projects, tasks, files and settings.
"Team Member" — someone you invite into your Workspace with a full seat.
"Portal User" — someone (typically your own client) you grant limited access via the client portal: Dashboard, Plan and Approvals.
"Customer Content" — everything you, your Team Members and Portal Users put into the Service: data, files, comments and other material.
"DPA" — our Data Processing Agreement, which forms part of these terms.

03Accounts & eligibility

In short: keep your details accurate, keep your credentials safe, and tell us quickly if something looks wrong.

You must provide accurate account information and keep it up to date. You're responsible for activity under your Workspace — including by Team Members and Portal Users — and for keeping credentials confidential. Everyone with an account must be at least 18. If you suspect unauthorised access, write to security@calmerdaysahead.com straight away.

04Plans, trials & payment

In short: billed in advance, renews until cancelled, VAT on top where it applies, and 30 days' notice before prices change.

Features, seat limits and pricing for each plan are described at calmerdaysahead.com or in an order agreed with us in writing. Unless otherwise agreed:

Subscriptions are billed in advance and renew automatically at the end of each billing period until cancelled.
Fees exclude VAT, which is added where applicable.
Fees are non-refundable except where the law requires or these terms say otherwise.
If a free trial is offered, your Workspace may be downgraded, suspended or deleted at the trial's end unless you take a paid plan.
We may change pricing on renewal with at least 30 days' notice.

05Acceptable use

In short: use it lawfully, don't poke at the security, don't build a competitor with it.

You agree not to — and not to let any Team Member or Portal User —

use the Service unlawfully, or store or share unlawful, infringing or malicious content;
probe, scan or test the vulnerability of the Service, or circumvent authentication or access controls;
access the Service to build a competing product, or resell or sublicense it except as expressly permitted;
access the Service by automated means other than interfaces we provide;
interfere with the integrity or performance of the Service or other customers' data.

We may suspend access where we reasonably believe this section has been breached — see §13.

06Your content & our IP

In short: your content stays yours. The Service stays ours.

Your content

You keep all rights in Customer Content. You grant us a limited licence to host, process, transmit and display it — solely to provide and support the Service. You're responsible for having the rights you need in Customer Content and for its lawful use with the Service.

Our IP

We (and our licensors) keep all rights in the Service — software, design and branding. Nothing here grants you rights beyond using the Service under these terms. Feedback is welcome and voluntary; we may use it without obligation.

07Client portal users

In short: you choose which of your clients see what. They come in on your behalf, and they're your responsibility.

The Service lets you invite your own clients into your Workspace as Portal Users with restricted access. You're responsible for: deciding who to invite and what they can see; ensuring you can lawfully share Customer Content with them; and their compliance with these terms. Portal Users act on your behalf and at your direction — they are not customers of Zacapa.

08Data protection

In short: for data in your Workspace, you're the controller and we're your processor — governed by our DPA. For account and billing data, see our Privacy Policy.

Each party will comply with applicable data protection law, including UK GDPR and the Data Protection Act 2018.

For personal data in Customer Content, you are the controller and Zacapa is your processor. The DPA forms part of these terms and governs that processing — security measures, sub-processors and international transfers included.
For account, billing and usage data, Zacapa is an independent controller, as described in our Privacy Policy.

09Third-party services

The Service integrates with third-party services you may choose to connect — such as Google Calendar via Google sign-in. Your use of those services is governed by their own terms, and we aren't responsible for them. Disconnecting an integration may reduce what the Service can do for you.

10Availability & support

In short: we work hard to keep it up, we'll warn you about maintenance where we can, and a human answers support email.

We work to keep the Service available at all times, but can't guarantee uninterrupted availability. We may perform maintenance (with advance notice where practicable) and may evolve features — without materially reducing core functionality during a paid subscription period. Support is by email at hello@calmerdaysahead.com during UK business hours.

11Warranties

We warrant that the Service will be provided with reasonable skill and care. Beyond what's expressly set out in these terms, the Service is provided "as is", and all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent the law allows. We don't warrant that the Service will be error-free or meet your specific requirements.

12Limits of liability

In short: neither of us covers the other's indirect losses, and each side's total liability is capped at a year's fees. Some things can't be capped by law — those aren't.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that can't lawfully be excluded or limited.

Subject to that:

Neither party is liable for indirect or consequential loss, loss of profits, revenue, anticipated savings, or goodwill.
Each party's total aggregate liability in any 12-month period is limited to the fees paid or payable by you for the Service in that period.

Please keep your own copies of critical Customer Content using the Service's export features.

13Ending things

In short: cancel any time from the end of your billing period. After that, you get 30 days to export your data, then we delete it.

Term and cancellation

These terms apply from the date you accept them and continue until your subscription ends. You may cancel at any time, effective at the end of the current billing period.

Suspension

We may suspend access immediately where fees are overdue, where we reasonably believe §5 has been materially breached, or where suspension is necessary to protect the Service or other customers. We'll notify you and restore access once resolved.

Termination for cause

Either party may terminate immediately if the other materially breaches these terms and doesn't remedy within 30 days of notice, or becomes insolvent.

What happens after

On termination or expiry, access ends. For 30 days afterwards we'll make Customer Content available for export on request; then we delete it in line with the DPA, except where the law requires retention. Sections which by their nature should survive (including §6, §8, §11, §12 and §15) survive termination.

14Changes to these terms

We may update these terms from time to time. For material changes we'll give at least 30 days' notice by email or in-app notice. Continued use after the effective date means acceptance. If you don't agree to a material change, cancel before it takes effect and we'll refund prepaid fees for the remaining period pro-rata.

15The general bits

Entire agreement. These terms (with the DPA and any agreed order) are the whole agreement about the Service and replace prior discussions.
Assignment. Neither party may assign these terms without the other's consent, except to an affiliate or as part of a merger or business sale, with notice.
Notices. Legal notices to us go to legal@calmerdaysahead.com. Notices to you go to your account email.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Severance & waiver. If a provision is unenforceable, the rest stands. Not enforcing a right isn't waiving it.
Publicity. We may name you (with logo) as a customer unless you ask us not to at hello@calmerdaysahead.com.

16Governing law

These terms, and any dispute arising out of them, are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Questions about these terms? Write to legal@calmerdaysahead.com — a human reads it.

We Are Zacapa Ltd · Registered in England & Wales, company no. 11278191 · Registered office: 35 Emmeline Lodge, 27 Kingston Avenue, Leatherhead, KT22 7FU