Doobles

Legal · v1 — DRAFT

Terms of Service

Last updated: TODO — date set when lawyer signs off

⚠ Draft pending legal review. This is a starting draft prepared in plain English. It has not been reviewed by a qualified solicitor and is not yet enforceable. Do not present this to a paying customer at activation until a UK SaaS solicitor has reviewed, amended, and signed off on it. Placeholders marked [TODO] need filling in before sign-off.

1. Who these terms are between

These Terms of Service ("Terms") are a legal agreement between:

  • Doobles Ltd, a company registered in England and Wales (company number [TODO]), registered office [TODO] ("Doobles", "we", "us", "our"); and
  • The business that opens a Doobles account ("Customer", "you", "your").

By clicking "Activate account" (or otherwise accessing or using the Service), you confirm that you have read, understood, and agree to these Terms on behalf of your business. If you do not agree, do not activate the account.

If you are accepting on behalf of an employer or other organisation, you confirm that you have the authority to bind that organisation to these Terms.

2. Definitions

  • Service means the Doobles cloud temperature monitoring platform, including the customer dashboard at app.doobles.uk, the notification system, the weekly compliance reports, and any other software we make available under your subscription.
  • Hardware means the wireless sensors and listener devices we supply for use with the Service.
  • Site means the physical premises where you install the Hardware (typically your shop, café, kitchen, cellar or storeroom).
  • User means an individual whom you authorise to access the Service under your account (e.g. an owner, manager, or member of staff).
  • Subscription means the paid subscription to the Service set out in your order.
  • Order means the order form or written confirmation that sets out your Subscription details (number of sensors, billing period, etc.).
  • DPA means the Data Processing Addendum incorporated into these Terms by reference, which sets out how we process personal data on your behalf as a processor.
  • Confidential Information has the meaning given in Clause 11.

3. The Service

The Service monitors the temperature of fridges, freezers, and other cold-storage equipment at your Site. It does this by collecting readings from the Hardware and:

  • presenting them on the customer dashboard;
  • generating notifications when temperatures cross thresholds you configure;
  • compiling automated weekly compliance reports;
  • storing historical readings for the retention period set on your account.

What the Service is not. The Service is a monitoring aid. It does not replace, and is not a substitute for:

  • your obligations under the Food Safety Act 1990, the Food Hygiene (England) Regulations 2006 (and equivalent regulations in Scotland, Wales and Northern Ireland), or any other applicable food-safety law;
  • your Hazard Analysis and Critical Control Point (HACCP) procedures or any other food-safety management system you operate;
  • manual temperature checks or any other physical inspection of your equipment;
  • routine maintenance of your fridges, freezers, and other cold-storage equipment.

You remain solely responsible for compliance with all applicable food-safety regulations and for the operation, maintenance and contents of your cold-storage equipment.

4. Your account

To use the Service you must open an account. You agree to:

  • provide accurate and current information when registering;
  • keep your login credentials confidential and not share them with anyone other than your authorised Users;
  • notify us promptly if you become aware of any unauthorised access to your account;
  • be responsible for all activity that occurs under your account, including the acts and omissions of your Users.

You may add Users to your account up to the limits of your Subscription. You are responsible for ensuring your Users comply with these Terms when using the Service.

5. The Hardware

The Hardware required to use the Service (sensors and listeners) is supplied by us. Unless your Order states otherwise:

  • Hardware is supplied to you at our cost price as part of your Subscription, and title passes to you on payment.
  • You are responsible for installing the Hardware at your Site, including providing the mains power and Wi-Fi connectivity the listeners need to operate.
  • You are responsible for the everyday care of the Hardware, including replacing sensor batteries when our notifications indicate they need replacing.
  • We may offer replacement Hardware at our then-current rates if any unit fails outside its manufacturer warranty.

If your Subscription terminates, you may keep the Hardware but it will cease to function with the Service.

6. Fees and payment

You agree to pay the fees set out in your Order. Unless agreed otherwise:

  • Subscription fees are billed monthly in advance.
  • Hardware costs are billed once, on dispatch.
  • All fees are quoted in pounds sterling (GBP) and are exclusive of VAT, which we will add at the prevailing rate where applicable.
  • Invoices are payable within 14 days of issue by the payment methods we make available.
  • We may charge interest on overdue amounts at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998.

We may change our fees from time to time. We will give you at least 30 days' notice of any change to the recurring fees on your Subscription, with the change taking effect on your next renewal.

7. Your obligations

To get the benefit of the Service, you agree that you will:

  • respond to notifications from the Service in a timely manner — the Service can tell you that something is wrong, but only you can act on it;
  • configure sensor thresholds and alert settings appropriately for the equipment you are monitoring;
  • maintain the Wi-Fi connectivity and mains power that the Hardware needs to function;
  • continue to operate your own food-safety, equipment-maintenance and HACCP procedures, including manual checks where required by law or by your own procedures;
  • not rely solely on the Service to detect or prevent equipment failure, food spoilage, or any other loss.

8. Acceptable use

You agree not to, and will ensure your Users do not:

  • use the Service for any unlawful purpose, or in any way that damages, disables, or impairs the Service;
  • attempt to reverse-engineer, decompile, or otherwise derive the source code of any part of the Service or Hardware;
  • resell, sublicense, or otherwise make the Service available to any third party except your authorised Users;
  • tamper with the Hardware in a way that affects its readings, or attempt to spoof, replay, or falsify readings sent to the Service;
  • upload to the Service any content that is unlawful, infringes any third party's rights, or contains malicious code.

We may suspend access to the Service if we reasonably believe you are in material breach of this Clause 8, on notice where practicable.

9. Intellectual property

All intellectual property rights in the Service, the Hardware designs, the dashboard, the compliance reports, and any related documentation belong to us or our licensors. Nothing in these Terms transfers any of those rights to you.

We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your Subscription.

All readings, alerts, acknowledgement notes, and other data you generate or input through your use of the Service ("Customer Data") remain yours. You grant us a non-exclusive licence to process Customer Data as needed to provide the Service to you, as set out in the DPA.

10. Data and privacy

Our processing of personal data is governed by the DPA, which forms part of these Terms. To the extent the Service involves us processing personal data on your behalf (for example, the email addresses, names, and phone numbers of your Users), we act as a data processor and you act as the data controller.

Our processing of personal data for which we are the data controller (for example, account billing contacts) is governed by our Privacy Policy.

11. Confidentiality

"Confidential Information" means information disclosed by one party to the other (or accessed by one party through the Service) that is identified as confidential, or that would reasonably be considered confidential. It does not include information that is publicly available other than through a breach of these Terms.

Each party agrees to keep the other's Confidential Information confidential, to use it only to perform its obligations or exercise its rights under these Terms, and to disclose it only to its employees, agents, and contractors who need to know and who are bound by confidentiality obligations at least as strict as these.

12. Warranties and disclaimers

We warrant that we will provide the Service with reasonable care and skill.

To the maximum extent permitted by law, and except as expressly stated in these Terms:

  • the Service and Hardware are provided "as is" and "as available", with no guarantee of uninterrupted, error-free, or completely accurate operation;
  • we make no representations or warranties — express, implied, statutory, or otherwise — about the Service or Hardware, including without limitation any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement;
  • we do not guarantee that the Service will detect every fridge or freezer failure, or that notifications will always reach you within any particular timeframe.

Service availability. We do not offer a Service Level Agreement (SLA). The Service depends on a number of components outside our direct control, including but not limited to your Wi-Fi connectivity, mains power at your Site, third-party notification providers (e.g. SMS, WhatsApp, and email gateways), and the public internet. We will make reasonable efforts to keep the Service available, but we do not guarantee any particular level of availability.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under English law (for example, liability for death or personal injury caused by negligence, or liability for fraud or fraudulent misrepresentation).

13. Limitation of liability

This Clause 13 sets out the entire financial liability of Doobles to the Customer in respect of any breach of these Terms, any use made by the Customer of the Service or Hardware, and any representation, statement, or tortious act or omission (including negligence) arising under or in connection with these Terms.

Indirect and consequential loss. To the maximum extent permitted by law, Doobles shall not be liable to the Customer for any of the following, whether direct, indirect, consequential, or special, and whether or not Doobles was aware that such loss might occur:

  • loss of profits;
  • loss of business or business interruption;
  • loss of revenue;
  • loss of anticipated savings;
  • loss of, damage to, or spoilage of stock, ingredients, or finished goods;
  • loss of, damage to, or interruption of any third-party equipment (including fridges, freezers, and ancillary equipment);
  • loss of opportunity, goodwill, or reputation;
  • loss arising from the imposition of any regulatory penalty, the reduction of any food hygiene rating, or any other regulatory consequence;
  • loss of data (except to the extent that the loss is caused directly by our gross negligence and is not recoverable from a backup);
  • any indirect or consequential loss of any kind, however arising.

Aggregate cap. Subject to the paragraph above and to the final paragraph of Clause 12, Doobles' total aggregate liability to the Customer in respect of all claims arising under or in connection with these Terms (whether in contract, tort, including negligence, breach of statutory duty, or otherwise) shall not exceed the greater of:

  • the total fees paid by the Customer to Doobles under the Subscription in the twelve (12) months immediately preceding the event giving rise to the claim; or
  • one hundred pounds sterling (£100).

The Service is monitoring assistance, not a guarantee. The Customer acknowledges and agrees that the Service is not designed or intended to be the sole means of detecting or preventing temperature excursions, equipment failure, food spoilage, or any other loss; and that the Customer's own food-safety procedures, manual checks, and equipment maintenance remain the primary safeguard against such loss.

14. Indemnification

You agree to indemnify, defend, and hold Doobles harmless from and against any third-party claims, losses, damages, liabilities, and reasonable legal costs arising from:

  • your or your Users' breach of these Terms;
  • your or your Users' misuse of the Service or Hardware;
  • any claim brought by a third party arising from your business operations, your food-safety practices, or any loss suffered by a third party in connection with food or beverages you have sold or served.

15. Term and termination

These Terms take effect on the date you activate your account and continue until terminated in accordance with this Clause 15.

Your Subscription will continue for the initial term set out in your Order and renew automatically for successive periods of the same length, unless either party gives the other at least 30 days' written notice of non-renewal before the end of the then-current term.

Either party may terminate these Terms immediately by written notice if:

  • the other party commits a material breach of these Terms and (where the breach is capable of remedy) fails to remedy it within 30 days of written notice; or
  • the other party becomes insolvent, enters administration, or has a receiver appointed.

We may also terminate or suspend your access immediately if you fail to pay any undisputed invoice within 30 days of the due date.

On termination of these Terms (for any reason):

  • your right to access the Service ends immediately;
  • we will delete your account data within a reasonable period in accordance with the DPA, unless we are required by law to retain it for longer;
  • you remain liable for any fees accrued up to the date of termination;
  • clauses that by their nature are intended to survive termination (including Clauses 9, 11, 12, 13, 14, and 18) will continue in force.

16. Changes to these Terms

We may amend these Terms from time to time. If we make a material change, we will notify you in advance (by email or in the Service) and require you to re-accept the updated Terms on next login. Non-material changes (e.g. clarifications, formatting, or sub-processor list updates that do not change the substance of the agreement) take effect when posted.

Each version of these Terms is preserved at a permanent URL (e.g. doobles.uk/legal/terms-v1) so you can always refer back to the version you accepted.

17. Notices

Notices to Doobles should be sent to hello@doobles.uk. Notices to you will be sent to the email address registered on your account. Email notice is deemed delivered on the next business day after sending.

18. General

Entire agreement. These Terms, together with your Order and the DPA, constitute the entire agreement between you and Doobles in respect of the Service, and supersede all prior discussions and agreements.

No reliance. Each party acknowledges that in entering into these Terms it has not relied on any statement, representation, or warranty that is not set out in these Terms.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remainder will continue in full force and effect.

No waiver. Failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that provision.

Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms to a successor in connection with a sale of all or substantially all of our business or assets.

Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government action, or failure of public utilities or third-party networks.

No third-party rights. These Terms do not confer any rights on any person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999.

Governing law and jurisdiction. These Terms are governed by English law. Any dispute arising under or in connection with these Terms is subject to the exclusive jurisdiction of the courts of England and Wales.

19. Contact

If you have any questions about these Terms, please contact us at hello@doobles.uk.

These Terms were last updated on [TODO] and represent version v1. For previous versions, contact us at hello@doobles.uk.