These Terms of Service (“Terms”) govern your access to, and use of, the Dayspring platform provided by Dayspring Software Limited, a company incorporated in England and Wales (“Dayspring”, “we”, “us”). By purchasing a subscription, starting a free trial, or accessing the Platform inany way, you agree to these Terms on behalf of your organisation (“you”). If you are accessing the Platform as an invited user of another organisation’s workspace, your use is governed by these Terms and subject to the controls set by the organisation that invited you.
“Admin” means an Authorised User designated by you with administrative rights within the Platform, including the ability to manage User Licences and Workspace settings.
“Agreement” means these Terms together with any Order.
“AI Features” means any part of the Platform that uses artificial intelligence (AI) or machine learning to generate, summarise, or process content.
“AI-Generated Output” means any summary, suggestion, or other content produced by AI Features.
“Authorised Users” means individuals you have assigned a User Licence to: whether employees, contractors, suppliers, or another third party.
“Billing Admin” means the single Authorised User designated as your billing contact, with sole authority to access invoices and update your payment details within the Platform.
“Customer Data” means all data, documents, and materials uploaded to or generated within the Platform by or on behalf of your organisation, excluding AI-Generated Outputs.
“Fees” means the charges for your subscription, as set out on our pricing page on the website, within the Platform, or as otherwise confirmed in your Order.
“Full Seat” means a User Licence that gives an Authorised User full access to the Platform’s features.
“Guest Seat” means a User Licence giving an Authorised User limited access to the Platform, such as the ability to read and acknowledge documents assigned to them and submit questions. Guest users cannot upload or manage documents.
“Minimum Seats” means the minimum number of Full Seats required per Workspace, currently 3, as set out on our pricing page.
“Order” means a subscription purchase completed via the Dayspring website, inside the Platform, or any other method agreed with us, as evidenced by an invoice, checkout confirmation, or any written confirmation from Dayspring.
“Platform” means the Dayspring hosted software platform, including AI Features and any associated support.
“Term” means the subscription period, including any renewals.
“User Licences” means either a Full Seat or a Guest Seat, as specified in your Order.
“Workspace” means your organisation’s dedicated tenant within the Platform.
Your Licence: We grant you a non-exclusive, non-transferable licence to access and use the Platform during your subscription for your internal business purposes only, up to the number of User Licences in your Order.
Minimum Seats: Every Workspace requires a minimum of 3 Full Seats. You cannot reduce your Full Seat count below this minimum, and the Platform will prevent you from doing so.
Restrictions: You must not:
Managing Your Users: Your subscription includes the number and type of User Licences specified in your Order. You decide which individuals get licences – whether employees, contractors, or any other third party. You must not exceed your licensed number of users or let a single licence be shared between more than one person. Admins and Billing Admins can purchase further licences for your workspace inside the Platform. You are responsible for ensuring all your Authorised Users comply with these Terms and for keeping login credentials secure.
What’s Included: Where we offer a free trial, you will have access to the Platform for the trial period at no charge, with 3 Full Seats included as standard.
Automatic Conversion: At the end of your free trial, your subscription will automatically convert to a paid plan and your payment method will be charged unless you cancel before the free trial ends. You can cancel at any time during the trial via the Billing page or by contacting support@dayspringsoftware.com.
Early Conversion to Paid Plan: If you purchase additional User Licences during your free trial, your subscription will convert to a paid plan immediately at that point and recurring Fees will begin from that date.
Your Data if You Cancel: If you cancel during the free trial, your access to the Platform will end immediately upon cancellation and all Customer Data within your Workspace will be permanently deleted. We recommend you exporting anything you want to keep before you cancel.
How We Bill: Fees are charged in advance in GBP via the payment method you provide at the time of your Order. By completing an Order you authorise us to charge your payment method automatically at the start of each billing period.
Billing Cycles: You can pay monthly or annually, as selected when you sign-up. Annual subscriptions are available at a discount to the monthly rate, as set out on our pricing page. Your Billing Admin can switch your billing cycle at any time via the Billing page inside the Platform – changes take effect at your next renewal rate. We don’t offer refunds or credits for any unused portion of your current billing period as a result of a billing cycle change.
VAT: All Fees are exclusive of VAT or equivalent local taxes, which will be added where applicable. If you’re outside the UK, your bank or card provider may apply foreign exchange fees – we’re not responsible for those.
Disputed Charges: If you think you have been charged incorrectly, let us know in writing at support@dayspringsoftware.com within 30 days of the charge. We can’t consider disputes raised after that point.
Late Payment: If payment fails, we will let you know and give you 7 days to update your payment details via the Billing page. If payment still isn’t received after that, we may restrict your access to the Platform until it is.
Price Increases: We may increase our Fees from timeto time. If we do, we’ll give you at least 30 days’ notice before the new Feestake effect. If you don’t want to renew at the new price, you can cancel inaccordance with Clause 5.
Promotional Pricing: If you sign up using a discount code or promotional rate, that discount applies only for the period specified at the time of the offer. Your subscription will renew at the full prevailing rate after that – by redeeming a discount code, you’re confirming you understand and accept this.
Renewal: Your subscription renews automatically at the end of each billing period. You don’t need to do anything, it will just keep going until you cancel.
How to Cancel: Only your Billing Admin can cancel your subscription, either via the Billing page in the Platform or by emailing support@dayspringsoftware.com. Your access to the Platform will continue until the end of your current billing period – you won’t be charged again after that.
Your Data on Cancellation: When your subscription ends, all Customer Data in your Workspace will be permanently deleted within 30 days. We recommend exporting anything you want to keep, such as Version History and Acknowledgement Reports, before your subscription expires.
Refunds: All Fees are non-refundable. If you cancel part way through a billing period, you won’t receive a refund or credit for the unused portion.
It’s Yours: You keep full ownership of your Customer Data at all times, including anything contained in reports generated by the Platform. Nothing in these Terms transfers any rights in your Customer Data to us.
Our Licence to Use It: You give us a limited licence to store, process, and use your Customer Data solely to provide the Platform to you. We won’t use it for anything else – and in particular we will never use it to train, fine-tune, or improve any AI or machine learning model.
AI Features: When you use AI Features, your Customer Data is processed within our secure cloud environment via AWS Bedrock. This means your data stays within the AWS environment at all times and is never used to train or improve any AI model. AWS Bedrock contractually commits to the same standard.
Security: We maintain appropriate technical and organisational measures to protect your Customer Data against unauthorised access, loss, or destruction. We are ISO 27001 certified.
Deletion: When your subscription ends, your Customer Data will be permanently deleted within 30 days, in accordance with Clause 5.
Both parties will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. To the extent we process personal data on your behalf, we do so as your data processor in accordance with our Data Processing Agreement, which forms part of these Terms and is available here.
What We Each Keep Confidential: Each party will keep the other’s confidential information strictly confidential and won’t share it with any third party without prior written consent. Confidential information includes account details, commercial terms, or anything else shared in the course of the relationship that a reasonable person would consider confidential.
What Isn’t Confidential: These obligations don’t apply to information that:
Access to Your Workspace: We don’t access your Workspace or the documents stored within it unless you explicitly give us permission – for example, to help with a support request. Where you do grant us access, we’ll only use what we see for the purpose you gave us access for and won’t share it with anyone else without your consent.
How Long This Lasts: Confidentiality obligations survive termination of this Agreement for 5 years.
We may identify you as a customer and display your organisation’s name and logo on our website, in marketing materials, and in investor communications – solely to indicate that you use the Platform. If you’d prefer we didn’t, just let us know by emailing press@dayspringsoftware.com and we’ll remove your details within 14 days.
The Platform is Ours: All intellectual property rights in the Platform – including its design, structure, underlying code, and AI Features – belong to Dayspring. Nothing in these Terms transfers any of those rights to you. Your licence to use the Platform doesn’t give you any rights in our intellectual property beyond what’s set out in Clause 2.
Your Data is Yours: You keep all intellectual property rights in your Customer Data. Nothing in these Terms transfers any of those rights to us beyond the limited licence in Clause 6.
AI-Generated Outputs: Intellectual property rights in AI-Generated Outputs belong to you, subject to any limitations imposed by applicable law. We don’t warrant that AI-Generated Outputs are original, don’t infringe third-party rights, or are capable of intellectual property protection in any jurisdiction – so please review them before relying on them.
We work hard to keep the Platform available and accessible. That said, like all cloud-based software, we cannot guarantee uninterrupted access. We carry out scheduled maintenance from time to time and will aim to give you advance notice where we can. We won’t be in breach of these Terms for any unavailability caused by events outside our reasonable control – including internet or infrastructure failures, cyberattacks, or force majeure events such as natural disasters or government action.
AI-Generated Outputs: AI Features are a tool to help you – not a substitute for professional judgement. AI-Generated Outputs may contain errors or inaccuracies, and you should always review them before relying on them. We don’t warrant that they are accurate, complete, or fit for any particular purpose.
General Disclaimer: To the maximum extent permitted by law, the Platform is provided on an “as is” and “as available” basis. We exclude all implied warranties not expressly set out in these Terms, including any implied warranty of fitness for a particular purpose or non-infringement.
No Compliance Guarantee: The Platform is designed to help you manage your policies and demonstrate governance but it does not constitute legal, regulatory, or compliance advice, and we cannot guarantee that using it will mean you pass any audit or satisfy any regulatory requirement.
Our Liability Cap: Our total liability to you or in connection with this Agreement will not exceed the total Fees you have paid in the 12 months before the event giving rise to the claim.
What We’re Not Liable For: To the maximum extent permitted by law, we won’t be liable for: loss of profits, revenue, or business; loss of anticipated savings; loss of goodwill; any indirect, special, or consequential loss – whether or not we were aware it was possible.
AI-Generated Outputs: We will not be liable for anyloss or damage arising from your reliance on any AI-Generated Output. It isyour responsibility to review and verify AI-Generated Outputs before acting onthem, as set out in Clause 12.
What’s Never Excluded: Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any other liability that cannot be excluded or limited by applicable law.
Your Liability to Us: You are liable to us for any losses we suffer as a result of your breach of these Terms, including unauthorised use of the Platform, breach of the restrictions in Clause 2, or any claim brought against us by a third party arising from your use of the Platform.
Termination for Cause: Either party can terminate this Agreement immediately by written notice if the other party: commits a material breach and fails to fix it within 30 days of being asked to do so in writing; becomes insolvent, enters administration or liquidation, or ceases to carry on business.
Termination for Misuse: We may suspend or terminate your access to the Platform immediately and without notice if we reasonably believe you are: using the Platform unlawfully; posing a security risk to the Platform or other customers; breaching the restrictions set out in Clause 2; or acting in a way that could bring Dayspring into disrepute.
Termination for Non-Payment: If payment is overdue beyond the period set out in Clause 4, we may suspend your access. If payment still isn’t received within a further 14 days, we may terminate this Agreement by written notice.
Your Access: When this Agreement ends, all licences granted under these Terms cease immediately and your access to the Platform will be revoked.
Your Data: Your Customer Data will be handled in accordance with Clauses 5 and 6 – it will be permanently deleted within 30 days of your subscription ending. We recommend exporting anything you need before cancelling.
Accrued Rights: Termination doesn’t affect any rights or remedies that have built up before the termination date, including the right to recover any Fees owed.
Surviving Clauses: The following clauses continue in full force after this Agreement ends: Clause 6 (Customer Data), Clause 7 (Data Protection), Clause 8 (Confidentiality), Clause 10 (Intellectual Property), Clause 13 (Limitation of Liability), and Clause 16 (General).
Assignment: You can’t transfer your rights or obligations under this Agreement to anyone else without our prior written consent. We can transfer this Agreement in connection with a merger, acquisition, or sale of our business – we’ll give you reasonable notice if we do.
Entire Agreement: These Terms constitute the entire agreement between us in relation to the Platform and replace any previous discussions, representations, and agreements on the same subject.
Governing Law: These Terms are governed by the laws of England and Wales, and any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
Notices: Notices under these Terms should be sent by email to compliance@dayspringsoftware.com. Notices to you will be sent to the email address associated with your Billing Admin account.
No Waiver: If we don’t enforce a provision of these Terms at any point, that doesn’t mean we’ve given up the right to enforce it
later.
Severability: If any provision of these Terms is found to be unenforceable by a court of competent jurisdiction, it will be modified to the minimum extent necessary to make it enforceable. The rest of the Terms continue in full force.
Update to These Terms: We may update these Terms from time to time and will provide at least 30 days’ notice of material changes by email. Continued use of the Platform after that period constitutes acceptance of the updated Terms.
