Terms of service

1. The agreement

These terms are a contract between Rutba of Registered address available on request (“we”, “us”, “Rutba”) and the organization that subscribes to any Rutba product (“you”). They take effect when you create an organization or first use a service, whichever happens first, and they continue until every subscription in your organization has ended.

The privacy policy, the acceptable use policy, the service level agreement and the data processing agreement form part of these terms. Where you have signed a separate order form or master services agreement with us, that document governs to the extent of any conflict.

If you are agreeing on behalf of a company or other organization, you confirm you are authorised to bind it. If you are not, do not create the organization.

2. Definitions

• Platform — the Rutba control plane at rutba.io, the products you subscribe to, and the services underneath them.
• Product — a listing you can subscribe to, such as Rutba CRM or Rutba Inventory. A product usually ships more than one application.
• Organization — the tenant we create for you. Users, subscriptions, invoices and data all belong to it rather than to any individual.
• Your data — everything you or your users put into the platform, and everything the platform derives from it: records, documents, messages, files and configuration.
• Users — the people you give access to your organization, whether employees, contractors or customers of yours.

3. What the platform is

Rutba is business software sold as a subscription and reached over the internet. You subscribe to the products you want; we create and run the services behind them, keep them patched, back them up, and give your users one sign-in that reaches everything they are entitled to.

Products share one set of records by design. The customer in your CRM is the customer on the invoice and on the support ticket. Where a product genuinely depends on another to function, that is stated on its page and checked at checkout, so you are not sold something that cannot run.

We may change how a product works, add capabilities, and retire ones that few customers use. Section 21 says what we do before removing something you rely on.

4. Availability labels, and what each one commits us to

Every product on our site carries one of three labels, and the label is a contractual statement rather than marketing language.

• Available now — generally available. Covered by the service level agreement, provisioned without our involvement, and supported on the terms in section 12.
• Early access — usable and being finished. Onboarding is hands-on, capabilities may change without the notice period in section 21, and the service level agreement does not apply. We will tell you before you buy which parts are complete.
• Coming soon — not sold. Any price shown is indicative, registering interest creates no obligation on either side, and nothing is charged.

We will not describe a product as available before it can be provisioned, and we will not take payment for one that cannot be.

5. Your organization and your users

You are responsible for who you admit to your organization and what you let them do. Administrators can invite users, assign roles and remove access; removing a user removes their access to every product at once.

Keep credentials confidential. Tell us promptly at support@rutba.io if you believe an account has been compromised. Actions taken through your users’ accounts are treated as yours, except where they follow from a failure on our side.

You are responsible for your users’ compliance with these terms and with the acceptable use policy.

6. Your data, and what we may do with it

Your data is yours. We claim no ownership of it. You grant us only the licence we need to run the service for you: to host, store, transmit, back up, index, render and display it, and to make the copies that operating and restoring a system requires.

We do not sell your data, we do not use it to advertise to anyone, and we do not use it to train models. Where we use aggregated statistics to improve the platform, they are aggregated across customers and contain nothing that identifies you, your users or your customers.

Our staff do not access your data except where you ask us to, where a support request requires it, or where we must to protect the platform’s security or integrity. Such access is logged to an audit trail available to you.

You are responsible for having the right to put into the platform what you put into it, and for the lawfulness of what you do with it.

7. Acceptable use

The acceptable use policy lists what may not be done with the platform. It is short, it is specific, and it exists so that suspension is never arbitrary — if we suspend anything, we will name the rule.

8. Fees, billing and taxes

You pay for the products you subscribe to, at the plan you selected, from the day the subscription starts. Business applications are priced per user per month; platform services are priced by usage. One invoice covers your whole organization however many products it holds.

Fees are exclusive of VAT and any other applicable taxes, which are added at the rate required where you are established. If you are required to withhold tax, the amount payable is grossed up so we receive what was invoiced.

Invoices are due on issue unless your order form says otherwise. We may suspend service on an account that is more than 30 days overdue, after telling you first and giving you a reasonable chance to pay.

Fees are non-refundable except where these terms or the service level agreement say otherwise, or where the law requires a refund.

9. Quotes and indicative pricing

Prices published on our site are indicative starting points while our plan catalogue is being finalised, and every page that shows one says so. Nothing is charged on the basis of an indicative price.

A quote we issue you is confirmed in writing, states its own expiry, and is what you are charged if you accept it. Where a quote covers something we cannot yet price, it says so by name rather than estimating.

10. Adding, removing and cancelling products

Adding a product is a change to your subscription rather than a new relationship: your organization, users and data carry across, and the change appears on your next invoice.

You may cancel any product at any time from your account. Cancellation takes effect at the end of the period you have paid for; the rest of your subscriptions continue untouched. Annual commitments run to the end of their term unless the order form says otherwise.

After a product is cancelled, its data remains available for export for 30 days, and is then deleted on the schedule in the privacy policy.

11. Availability and support

The service level agreement states the availability we commit to for generally available services, how it is measured, what is excluded, and what credit you are entitled to when we miss it. Early access and coming soon products are outside it, per section 4.

Support is provided by email and through the in-product channel during UK business hours. Enterprise plans and signed order forms may carry faster response commitments; where they do, the order form governs.

12. Third-party services you connect

Some products connect to services we do not run — payment processors, social platforms, mail providers, carriers. When you connect one, you authorise us to act on your behalf within the scope you grant, and you remain bound by that provider’s own terms.

We are not responsible for a third party changing its rules, its API, its pricing, or its decision about your content. Where such a change breaks a capability, we will tell you what happened and what alternatives exist.

13. Intellectual property

We own the platform: the software, the interfaces, the documentation, the brand and everything we create in providing the service. You own your data and anything you create with the platform that is not ours.

You may not copy, decompile, reverse-engineer or resell the platform except where the law gives you that right regardless of contract, or where a written agreement with us permits it. Nothing here restricts your rights under the licence of any open-source component we distribute; those licences apply on their own terms.

If you send us feedback or a feature request, we may act on it without owing you anything. That is not a claim over your data — only over the idea in the suggestion.

14. Confidentiality

Each of us may learn things about the other that are not public. Neither will disclose the other’s confidential information except to people who need it and are bound to keep it confidential, or where the law requires disclosure — in which case, where we are permitted to, we will tell you first.

This obligation survives the end of the agreement by three years.

15. Data protection

For personal data your organization puts into the platform, you are the controller and we are the processor. The data processing agreement sets out the Article 28 terms and forms part of this contract. The sub-processor list names every third party involved.

For personal data about you as our customer — the people who sign up, get invoiced and raise support requests — we are the controller, and the privacy policy explains what we do.

16. What we do not promise

Except as expressly stated in these terms and the service level agreement, the platform is provided as it is. We do not promise that it will be uninterrupted or error-free, that it will meet a requirement we have not agreed in writing, or that it will produce a particular commercial outcome.

Rutba is not a substitute for professional advice. The accounting, payroll and tax capabilities help you keep records and prepare filings; they do not make us your accountant, and the responsibility for what you file remains yours.

Nothing in this section excludes a warranty that cannot be excluded under the law that applies to you.

17. Limitation of liability

Neither of us excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

Subject to that, our total liability arising out of or in connection with this agreement, whether in contract, tort or otherwise, is limited to the fees you paid us in the twelve months before the event giving rise to the claim.

Neither of us is liable for loss of profit, loss of business, loss of anticipated savings, or indirect or consequential loss, however arising.

Backups are a shared responsibility. We back the platform up and we restore it when we have to. That is not the same as your own copy of your own records, and the export routes in section 20 exist so you can keep one.

18. Indemnity

You will indemnify us against claims brought by a third party arising from your data, your use of the platform in breach of these terms or the acceptable use policy, or your breach of a law that applies to you.

We will indemnify you against a claim that the platform, used as we intended, infringes a third party’s intellectual property rights — and we may at our option modify it, obtain a licence, or end the affected subscription and refund the unused portion.

19. Suspension and termination

We may suspend a service, or part of one, where it is being used in breach of the acceptable use policy, where an account is materially overdue, or where continuing would threaten the security or integrity of the platform for other customers.

Suspension is never silent. We will tell you what happened, which rule it engaged, and what has to change. Where the risk allows it, we will tell you before rather than after.

Either of us may end this agreement if the other commits a material breach and does not fix it within 30 days of being told. You may end it at any time by cancelling every subscription.

20. Getting your data out

You can export your data at any time while your subscription is live, in the formats each product provides. We will not hold your data hostage to a renewal, and we will not charge you to leave.

After termination your data remains available for export for 30 days. We then delete it, and our backups age out on the schedule in the privacy policy. If you need longer, ask before the 30 days elapse and we will arrange it.

21. Changes to the platform and to these terms

We will give you at least 30 days’ notice before removing a capability that a generally available product you subscribe to depends on, or before a price increase takes effect on your subscription. Early access products are outside this commitment, per section 4.

We may change these terms. Where a change materially affects your rights we will tell you at least 30 days beforehand, and if you do not accept it you may cancel before it takes effect and receive a refund of any unused prepaid fees. Changes required by law take effect when the law does.

Every version of these terms carries a version number and an effective date, so it is always possible to establish which applied when.

22. Governing law and disputes

This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction — except that either of us may seek injunctive relief wherever it is needed.

Before starting proceedings, each of us will raise the issue with the other in writing and give 30 days to resolve it. This does not prevent urgent applications.

23. General

• Entire agreement. These terms, the documents they incorporate, and any order form you have signed, are the whole agreement between us on this subject.
• No waiver. Not enforcing a term once does not waive it.
• Severability. If a provision is unenforceable, the rest stands.
• Assignment. Neither of us may assign this agreement without the other’s consent, except to a successor of substantially the whole business.
• Third parties. Nobody other than you and us has rights under this agreement.
• Force majeure. Neither of us is liable for a failure caused by something genuinely outside its control, for as long as that lasts.

24. Contact

Rutba, Registered address available on request. Support: support@rutba.io. Everything else is on the legal index.