Terms of service

1. These terms

These terms of service ("Terms") govern your use of Piece, a delivery intelligence platform operated by ATR Studio Ltd ("Piece", "we", "us", "our"), a company registered in England and Wales under company number 17287712, with its registered office at 9 Repton Avenue, New Moston, Manchester, M40 3PN, and registered with the Information Commissioner's Office under registration number ZC246978.

By creating an account, accepting an invitation to a workspace, or using the platform, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you confirm you have authority to bind it, and "you" and "Customer" mean that organisation.

Piece is a business product. You confirm that you are using it in the course of a business, trade, craft or profession, and not as a consumer. Consumer protection law does not apply to this agreement.

You must be 18 or over to use Piece.

2. Definitions

Customer Data – all content, data and material that you or your Users put into the platform, or that the platform imports from a Connected Account at your instruction. This includes work records, files, messages, calendar information and anything derived from them that identifies your business or your people.

Connected Account – a third-party account, such as Microsoft 365 or Dropbox, that a User authorises Piece to read information from.

Users – individuals you permit to access the platform under your subscription, including your employees and contractors.

Workspace – the environment in which your Customer Data is held and separated from other customers.

Output – insights, summaries, narratives, reports and notifications the platform generates from Customer Data.

Trial – use of the platform on a free or evaluation basis, whether or not described as a pilot.

3. Your account and Users

You are responsible for:

• the accuracy of the account information you give us
• keeping login credentials secure, and not sharing accounts between individuals
• all activity under your account and your Users' accounts
• ensuring your Users comply with these Terms
• removing access promptly when someone leaves your organisation

Tell us without delay at hello@piece-studio.com if you believe an account has been compromised.

Each subscription covers a stated number of Users. Accounts are individual and may not be shared or transferred between people. You may reassign a licence when a person leaves.

4. Trials

Where we give you access on a Trial:

• the Trial runs for the period we agree in writing, and either of us may end it at any time on written notice
• these Terms apply in full during the Trial, except that no fees are payable unless agreed
• our data processing agreement applies from the moment any of your Customer Data enters the platform
• the platform may be incomplete, and features may change, break or be withdrawn during the Trial
• we may ask for feedback; you are not obliged to give it, and anything you do give us may be used to improve the product

At the end of a Trial, you may subscribe, or we will delete or return your Customer Data in accordance with clause 14.

5. Fees and payment

No fees are payable during a Trial. Where you subscribe, the fees, billing cycle and payment terms will be those set out in the order form or plan you accept, and this clause will be completed accordingly before any paid subscription begins.

Unless stated otherwise, fees exclude VAT, which we will charge where applicable.

6. Your data

You own your Customer Data. Nothing in these Terms transfers ownership of it to us.

You grant us a non-exclusive licence to host, copy, transmit and process Customer Data solely to provide the platform to you, to support you, and to meet our obligations under these Terms.

We act as a processor of Customer Data, and you act as the controller. Our processing is governed by our data processing agreement, which forms part of these Terms and is available on request.

You are responsible for:

• having a lawful basis for putting Customer Data into the platform
• informing the individuals whose data appears in your Workspace, as your own privacy notice requires
• the accuracy and legality of Customer Data
• deciding which Connected Accounts to connect and what they expose

We may generate aggregated, anonymised statistics from platform usage across all customers, and use them to operate and improve the product and to publish industry benchmarks. Aggregated data never identifies you, your Workspace or any individual, and we will not publish anything that could reasonably be traced back to your business.

We do not use Customer Data to train artificial intelligence models, and we do not permit our providers to do so.

7. Connected Accounts

Connecting a third-party account is done by an individual User through that provider's own authorisation process. You are responsible for having the right to connect any account and for the scope of access granted.

We request the narrowest access we need to provide the service. A User may disconnect an account at any time.

We are not responsible for third-party services, their availability, or changes they make to their interfaces. If a provider changes or withdraws access, the affected features may stop working, and that is not a breach of these Terms.

8. Insight and Output

Piece produces Output to help you see what needs attention. Output is generated in part using artificial intelligence.

You should understand the following:

• Output is intended to inform your judgement, not replace it
• Output may be incomplete or wrong, particularly where Customer Data is incomplete, out of date or inconsistent
• you remain responsible for decisions you take, and for verifying anything material before acting on it
• Output is not professional advice of any kind
• no decision producing legal or similarly significant effects on any individual is made by the platform by automated means

We do not warrant that Output will be accurate, and to the extent permitted by law we exclude liability for decisions taken in reliance on it. This does not limit our liability under clause 13.2 for matters that cannot lawfully be excluded.

9. Acceptable use

You must not, and must not permit any User to:

• use the platform unlawfully, or to store or transmit unlawful material
• upload material that infringes another person's rights
• attempt to access another customer's Workspace or data
• probe, scan or test the security of the platform without our written consent
• reverse engineer, decompile or attempt to derive the source code of the platform, except to the extent the law permits
• resell, sublicense or make the platform available to anyone outside your organisation
• use the platform to build a competing product, or to benchmark it for a competitor
• use automated means to extract data at a scale that degrades the service for others
• introduce malicious code

We may suspend access immediately where we reasonably believe this clause has been breached, or where continued access poses a security or legal risk. We will tell you why, and restore access once the issue is resolved.

10. Availability, support and changes

We aim to keep the platform available, but we do not currently offer a contractual uptime commitment.

We may carry out maintenance, and will give reasonable notice of planned downtime where we can.

We provide support by email at hello@piece-studio.com during UK business hours. We aim to respond promptly but do not guarantee response times unless separately agreed.

We develop the platform continuously and may add, change or remove features. We will not make a change that materially reduces core functionality you are paying for without giving you reasonable notice. If such a change materially disadvantages you, you may terminate and receive a refund of fees paid for the unused part of your term.

11. Our intellectual property

The platform, including its software, design, branding, documentation and all improvements to it, belongs to us and our licensors. These Terms grant you a limited, non-exclusive, non-transferable right to use the platform during your subscription, and nothing more.

If you give us feedback or suggestions, we may use them freely and without obligation to you. This does not give us any right to your Customer Data.

"Piece" and "Piece Studio", and our logos, are our trade marks. You may not use them without our written consent, except to state factually that you use the product.

12. Confidentiality

Each of us may receive information from the other that is confidential. Each of us agrees to keep the other's confidential information secret, to use it only for the purposes of this agreement, and to disclose it only to people who need it and who are bound by equivalent obligations.

This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law.

Customer Data is your confidential information.

These obligations continue for 3 years after this agreement ends, and indefinitely for anything that is a trade secret.

13. Warranties, liability and indemnity

13.1 Our warranty

We warrant that we will provide the platform with reasonable skill and care, and that we have the right to grant the rights we grant here.

Except as expressly stated, the platform is provided "as is". We exclude all other warranties, conditions and terms implied by statute or common law, to the fullest extent the law permits.

13.2 What we do not limit

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited.

13.3 What neither of us is liable for

Neither party is liable to the other for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, however arising.

13.4 Cap

Subject to 13.2, our total liability arising out of or in connection with this agreement, whether in contract, tort, breach of statutory duty or otherwise, is limited to the greater of:

• the total fees paid by you in the twelve months before the event giving rise to the claim; and
• £25,000.

This applies equally where no fees have been paid, including during a Trial.

13.5 Your indemnity

You will indemnify us against claims arising from Customer Data infringing a third party's rights, or from your use of the platform in breach of clause 9.

14. Term, termination and what happens to your data

This agreement starts when you first accept it and continues until terminated.

You may terminate at any time by cancelling your subscription, effective at the end of your current billing period. Fees already paid are not refundable except where clause 10 applies.

We may terminate on 30 days' written notice, or immediately if you materially breach these Terms and do not fix it within 14 days of being asked, or if you become insolvent.

On termination:

• your access to the platform ends
• you may export your Customer Data during the 60 days following termination
• after that period we will delete Customer Data in accordance with our data processing agreement, subject to the retention periods set out in our privacy policy and any legal obligation to retain records
• clauses that by their nature should survive – including confidentiality, intellectual property, liability and governing law – continue

15. Publicity

We may name you as a customer and use your logo on our website and in our materials only with your prior written consent. You may withdraw that consent at any time on written notice.

16. Changes to these Terms

We may update these Terms. Where a change is material, we will give you at least 30 days' notice by email to your account contact, and the change takes effect at the start of your next billing period. If you do not accept a material change, you may terminate before it takes effect.

We will make the current version available, with its effective date, on our website and on request.

17. General

Entire agreement. These Terms, the data processing agreement and any order form we agree are the whole agreement between us on this subject, and replace anything said or written before.

Order of precedence. If there is a conflict, a signed order form takes precedence over these Terms, and these Terms take precedence over the data processing agreement except on matters of data protection, where the data processing agreement wins.

Assignment. You may not assign this agreement without our consent. We may assign it to a group company or to a buyer of our business.

Notices. Notices to you go to your account contact email. Notices to us go to hello@piece-studio.com and, where these Terms require written notice of termination or breach, also by post to our registered office.

No partnership. Nothing here creates a partnership, joint venture or employment relationship.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.

Severance. If any provision is found unenforceable, the rest continues in force.

No waiver. A delay in enforcing a right is not a waiver of it.

Third party rights. Nobody other than you and us has any right to enforce these Terms.

18. Governing law

These Terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contact

ATR Studio Ltd, trading as Piece
9 Repton Avenue, New Moston, Manchester, M40 3PN
Company number 17287712 · ICO registration ZC246978
hello@piece-studio.com