Terms of Service

These Terms of Service (“Terms”) are between you (the person or business accepting them, “you” or “Customer”) and Stableflow ltd, a company registered in England and Wales (“StableFlow”, “we”, “us”). They govern your access to and use of the StableFlow platform, applications, websites, and services (together, the “Service”).

By ticking the acceptance box and creating an account, or otherwise accessing the Service, you agree to these Terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind that organisation.

Order Forms. From time to time you and StableFlow may also agree a separate proposal, order form, or statement of work (each, an “Order Form”), for example for setup work or specific pricing. Order Forms form part of the agreement between us. If an Order Form conflicts with these Terms on business terms (such as fees, scope, or term), the Order Form prevails for that engagement; on everything else, these Terms govern.

You must be at least 18 and able to enter into a binding contract. You are responsible for your account credentials and for all activity under your account. Keep your login secure and tell us promptly of any unauthorised use. You agree to provide accurate information and keep it current.

What the Service does. StableFlow provides business software for equestrian and related businesses, which may include scheduling and enrolment, payment processing, websites, marketing, communications, bookkeeping support, and Sage, an integrated assistant that drafts messages and documents and performs supporting tasks on your behalf.

You stay in control. Sage produces drafts and suggestions. Except where you explicitly enable an automated action, you review and approve outputs before they are sent or acted upon. You are responsible for what you choose to send, publish, or rely on.

Not professional advice. Sage is a software feature. Its outputs, including anything relating to tax, accounting, legal, financial, or compliance matters, are informational and may contain errors, and they do not create any professional-client relationship. You review and approve outputs, and you are responsible for the accuracy and legality of your own records and filings.

How Sage works. Sage is StableFlow’s own feature. To deliver it, we use trusted third-party processing providers as sub-processors (see our Privacy Policy). Sage is our product; we are not reselling any third party’s raw service to you.

Document drafting. Where the Service helps you assemble agreements or documents from templates and information you supply, those drafts and any suggested wording are provided for information only and may be incomplete or out of date. You choose which documents to use and how, you are responsible for the documents you put into use, and your use of any generated document is at your own risk.

Your licence to use the Service. For as long as these Terms are in effect, we grant you a non-exclusive, non-transferable, non-sub-licensable right to access and use the Service for your own internal business purposes, that is, to run your business on it, not to resell or redistribute the software itself. The Service is provided as an online, hosted service: it is licensed to you, not sold. We do not deliver source code or copies to install, and no ownership of the Service transfers to you. In exchange, we host it, maintain it, secure it, and improve it continuously, so you always run the current version.

What you own. You own your Customer Data (Section 7), your own content, your customer relationships, and the Sage outputs generated for you (Section 8). Those are yours while you use the Service and after you leave. You can export your data at any time from within the Service or by asking us, and for 30 days after termination (Section 13). Nothing in these Terms gives us ownership of your business, your customers, or your data.

We believe in transparent pricing. Here is exactly how you are charged.

5.1 Plan and Order Form fees

Setup fees, one-time project fees, and any plan or subscription fees are charged only as agreed in an Order Form, or as clearly shown to you in the app and accepted by you before you are charged. Subscriptions are billed in advance for each period. Unless stated otherwise, fees are non-refundable except as required by law.

5.2 Sage usage

Use of Sage is metered and billed at StableFlow’s published rates. You can see your usage and cost in real time on your dashboard, and you may set a monthly spending cap at any time; when you reach a cap, metered features pause until the next period or until you raise it. Usage is billed to your card on file (Section 5.6). Rate changes are prospective only and made on at least 30 days’ notice (Section 14). There are no hidden minimums: you pay for what you use.

5.3 Texting and phone

If you enable texting or phone features, the costs are shown to you in the app when you set them up, typically a periodic charge for your number and messaging service, a per-message rate for texts, and any one-time setup or carrier registration fees. These are billed to your card on file (Section 5.6). Rates are always displayed before you activate a number or feature, and rate changes are prospective only, on at least 30 days’ notice.

5.4 Payment processing

If you use StableFlow to accept payments from your own customers, those payments are processed through our payment partners (such as Stripe and GoCardless) via the StableFlow platform. The processing fee and any StableFlow platform fee for each transaction are shown to you in the app before you enable payments, and the current schedule is available on request. Where a platform fee applies it is deducted automatically from each transaction and the remainder is settled to you; your customers do not see it. Refunds, disputes, and chargebacks are handled under the payment partner’s rules, and processing fees on a transaction are generally not returned when a payment is refunded.

5.5 Marketplace and other purchases

The Service may offer optional paid products, for example curriculum and other marketplace content, add-on features, or new products we release over time. Nothing optional is ever charged automatically: you see the price in the app, you choose to buy or enable it, and it is then charged to your card on file (Section 5.6) at that displayed price, or, for usage-based products, at the published rates you accepted when you enabled them.

5.6 One card on file, failures, and taxes

The payment method you save in the app (your “card on file”) is the payment method for everything you enable or purchase in the Service: Sage usage (5.2), texting and phone (5.3), marketplace and other purchases (5.5), any plan, subscription, or Order Form fees you accept (5.1), and any future products you choose to enable. You authorise us (and our payment processors) to charge your card on file for those amounts. This is not a blank cheque: we charge only for products you enable and purchases you make, at the prices or published rates shown to you when you enable or buy them, and you can turn a product off, or set caps where offered (5.2), at any time to stop new charges. If a charge fails, we may retry and may suspend the affected paid features until amounts are paid. Fees are exclusive of VAT and other taxes, for which you are responsible except taxes on our net income.

5.7 Your own compliance

You are responsible for charging your customers lawfully, for the goods and services you sell, and for your own tax and consumer-disclosure obligations.

You agree not to:

• Use the Service unlawfully or to harm others.
• Send messages without the consent required by law.
• Upload malware or attempt to breach security, reverse-engineer, or disrupt the Service.
• Attempt to access another customer’s account or data.
• Use Sage to generate unlawful, deceptive, or infringing content.
• Resell or sub-license the Service except as permitted, or violate the terms of an integrated third-party service.

Messaging consent. You are responsible for obtaining and keeping every consent required by law for the SMS, email, and calls you send through the Service, including under UK GDPR, the Privacy and Electronic Communications Regulations (PECR), carrier and messaging registration rules, and equivalent laws in the regions you operate in. We may suspend messaging features for accounts that send without the required consent, or that create legal, security, or payment risk.

Your data is yours. As between us, you own the business and customer data you put into the Service (“Customer Data”). You grant us the limited rights needed to host, process, and deliver the Service to you (and to our sub-processors for the same purpose).

How we use it. We use Customer Data to operate, secure, support, and improve the Service for you, as described in our Privacy Policy. We do not sell your Customer Data.

Your customers’ data. You are the controller of your own customers’ personal data, including minors’ data where you store it; you are responsible for having the right to collect it and for any required notices and consents (including parental or guardian consent for children). We act as your processor for that data.

Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data. No system is perfectly secure, but we hold ourselves to a high standard.

We (and our licensors) own the Service and all related intellectual property. You own your Customer Data and your own content. Outputs generated for you by Sage from your inputs are yours to use for your business, subject to these Terms and any applicable third-party terms. You may give us feedback, which we may use freely.

The Service integrates third parties (for example Stripe and GoCardless for payments, messaging providers, processing infrastructure, and others you connect). Your use of those is also governed by their terms, and we are not responsible for third-party services. Connecting an account authorises us to exchange data with it to provide the Service.

We may offer beta, preview, or early-access features from time to time, identified as such. Beta features are provided as-is, may change or be withdrawn at any time, and are excluded from any availability or support expectations that apply to the rest of the Service. Your feedback (Section 8) genuinely shapes them.

We target 99.5% uptime measured monthly. Planned maintenance will be announced in advance where practicable. We are not liable for downtime caused by third-party infrastructure providers beyond our reasonable control, force majeure events, or your own connectivity.

Disclaimer. The Service and Sage outputs are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including satisfactory quality, fitness for a particular purpose, non-infringement, and any warranty that the Service or Sage outputs will be uninterrupted, error-free, or accurate.

Limitation of liability. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profit, goodwill, or data. Our total aggregate liability for any claim relating to the Service is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the law of England and Wales.

By you. You will defend and indemnify StableFlow against third-party claims arising from your Customer Data or content, the products and services you sell to your own customers, or your use of the Service in breach of these Terms or applicable law (including messaging-consent breaches under Section 6).

By us. We will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted here, infringes a UK intellectual property right. This does not cover claims arising from your data or content, from combining the Service with things we did not supply, or from use in breach of these Terms. If the Service becomes the subject of such a claim, we may modify or replace the affected part so it is non-infringing, or, if neither is reasonable, refund prepaid unused fees for the affected service and end it. This states our entire liability for third-party infringement claims.

Process. The party seeking protection must notify the other promptly, cooperate reasonably, and let the indemnifying party control the defence and any settlement (no settlement that admits fault for, or imposes obligations on, the other party without its consent).

These Terms apply while you use the Service. You may stop and close your account at any time from your billing settings; cancellation takes effect at the end of the current billing period and we do not provide pro-rata refunds for partial periods unless required by law. We may suspend or terminate for material breach, legal or security risk, or non-payment. On termination your right to use the Service ends; your Customer Data remains exportable for 30 days, after which we may delete it per our retention practices. Fees already incurred remain due. Sections that by their nature should survive (fees owed, ownership and licence limits, disclaimers, liability limits, indemnification, governing law) survive termination.

We may update these Terms. If we make a material change, we will give reasonable notice (for example in-app or by email) at least 14 days before it takes effect and, where appropriate, ask you to re-accept the updated version at your next login. Continued use after an update means you accept it. Each version is dated and recorded.

These Terms are governed by the laws of England and Wales. The parties will try in good faith to resolve disputes informally first. Any unresolved dispute is subject to the exclusive jurisdiction of the courts of England and Wales, except where mandatory consumer-protection law gives you a right to a different forum.

You agree to transact electronically. Ticking the acceptance box and continuing is your agreement to these Terms and has the same effect as a signature under applicable electronic transactions law. No separate handwritten or drawn signature is required. When you accept, we record the version you accepted, the date and time, your IP address, and your browser user-agent, together with an integrity hash of the document version, as evidence of acceptance. You consent to receive these Terms, notices, and disclosures electronically, and you can request a copy at any time.

These Terms, together with your Order Forms and the policies they reference (such as the Privacy Policy), are the entire agreement between us about the Service and replace any earlier understandings on the same subject. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. If any part is found unenforceable, the rest stays in effect, and a delay in enforcing a provision is not a waiver. We are independent parties; these Terms create no partnership or agency, and no one other than you and StableFlow can enforce them.

Questions: support@stableflowequine.io, Stableflow ltd.