Terms and Conditions of Service

1.1  The Service is provided by Apola Hospitality Ltd, a private limited company registered in England and Wales under company number 17416078, whose registered office is at London, United Kingdom, Moscow Road 1, W2 4SW (“Apola”, “we”, “us”, “our”).

1.2  We are registered with the Information Commissioner's Office under registration number ZC231106.

1.3  You can contact us at info@apolahospitality.com or via apolahospitality.com.

2.1  In these Terms the following words have these meanings:

1. (a)“Customer”, “you”, “your” means the business, and any individual acting on its behalf, that registers for or uses the Service.
2. (b)“Service” means the Apola Hospitality software as a service platform, including the Apola AI assistant, dashboard, rota builder, staff evaluation tools, availability calendar, price and margin calculator, operations checklists, export features and any related website, documentation and support.
3. (c)“AI Output” means any content, text, rating, rota, schedule, recommendation, calculation, summary or other material generated wholly or partly by artificial intelligence within the Service.
4. (d)“Customer Data” means all data, information and content you or your users enter into, upload to or generate through the Service, including information about your staff.
5. (e)“Credits” means the AI usage allowance included with your Subscription Plan.
6. (f)“Subscription Plan” means the paid plan you select (currently Starter, Pro or Group) as described on our website.
7. (g)“Authorised Users” means your employees, managers or contractors whom you permit to access the Service under your account.
8. (h)“Business Day” means a day other than a Saturday, Sunday or public holiday in England.

3.1  The Service is provided solely for business purposes to hospitality businesses and their representatives. By accepting these Terms you confirm that you are acting in the course of your trade, business or profession and not as a consumer.

3.2  You confirm that the individual accepting these Terms has authority to bind the Customer, and is at least 18 years old.

4.1  You must provide accurate, complete and up to date information when registering and keep it updated.

4.2  You are responsible for keeping your login details confidential and for all activity that takes place under your account, including by your Authorised Users. You must notify us immediately at info@apolahospitality.com if you suspect any unauthorised access.

4.3  You are responsible for ensuring your Authorised Users comply with these Terms, and any breach by them will be treated as a breach by you.

5.1  We may, at our discretion, offer a free trial or pilot programme (“Pilot”). Unless we agree otherwise in writing, a Pilot lasts 30 days and no payment card is required.

5.2  During a Pilot the Service is provided “as is”, may contain errors, may change without notice, and may be suspended or withdrawn at any time. Clause 12 applies in full during any Pilot, save that our total aggregate liability arising from a Pilot shall not exceed £100.

5.3  At the end of a Pilot your access will end unless you choose a paid Subscription Plan. We may delete Customer Data from a Pilot account 30 days after the Pilot ends if you do not subscribe.

5.4  We may ask Pilot participants for feedback. You grant us a perpetual, royalty-free right to use any feedback or suggestions you provide to improve the Service, without any obligation to you.

6.1  The fees for each Subscription Plan are as displayed on our website at the time you subscribe (currently Starter £68.99, Pro £98.99 and Group £189.99 per month). Unless otherwise stated, all fees are in pounds sterling, which will be charged where applicable.

6.2  Subscriptions are billed monthly in advance and renew automatically each month until cancelled in accordance with Clause 15. Payments are processed by our third-party payment provider (Stripe), and you authorise us to charge your chosen payment method on each renewal date.

6.3  If any payment is not received when due, we may, without liability to you, suspend or restrict your access to the Service until payment is made in full. We may charge interest on overdue sums at 4% a year above the Bank of England base rate, and/or exercise our rights under the Late Payment of Commercial Debts (Interest) Act 1998.

6.4  Fees are non-refundable, including for partial months and unused Credits, except where required by law or expressly stated in these Terms.

6.5  We may change our fees on at least 30 days' notice. If you do not agree with the change, you may cancel before the new fees take effect.

7.1  Each Subscription Plan includes an allowance of Credits for AI features. Credits reset at the start of each billing period and unused Credits do not roll over and have no cash value.

7.2  When your Credits are used up, AI features may be paused until your next billing period or until you upgrade your plan. Non-AI features will remain available. Running out of Credits is not a fault or failure of the Service.

7.3  We may adjust the number of Credits consumed by particular features, or the Credit allowance of a plan, on reasonable notice.

8.1  Subject to your compliance with these Terms and payment of the fees, we grant you a non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during your subscription.

8.2  You must not, and must ensure your Authorised Users do not:

1. (a)use the Service for any unlawful, fraudulent, discriminatory or harmful purpose, or in breach of any employment, equality, data protection or other law;
2. (b)copy, modify, reverse engineer, decompile, resell, sublicense or create derivative works from the Service, except as permitted by law;
3. (c)attempt to gain unauthorised access to the Service, interfere with its operation, or introduce any virus or malicious code;
4. (d)use the Service to build a competing product, or scrape, harvest or extract data from it by automated means;
5. (e)enter any content that is defamatory, obscene, infringes third-party rights, or that you do not have the right to share;
6. (f)use the Service in a way that breaches the terms of any third-party platform (for example Google, TripAdvisor or WhatsApp); or
7. (g)share your account with anyone other than Authorised Users.

8.3  We may suspend or terminate your access immediately and without liability if we reasonably believe you have breached this Clause 8.

9.1  The Service uses artificial intelligence, including models provided by third parties (such as OpenAI). AI Output is generated automatically, may be inaccurate, incomplete, out of date, biased or unsuitable for your circumstances, and may differ each time it is generated.

9.2  AI Output and all features of the Service are provided as tools to assist you only. They do not constitute legal, employment, HR, financial, accounting, tax, health and safety, food safety, licensing or other professional advice, and must not be relied on as such.

9.3  You are solely responsible for reviewing, checking and deciding whether to act on any AI Output, and for all decisions you make in running your business, including in relation to:

1. (a)Staff and employment: any staff ratings, evaluations, rotas, shift allocations, hours, holiday, cover or other staff related outputs. You are solely responsible for ensuring your treatment of staff complies with all applicable law, including the Equality Act 2010, the Working Time Regulations 1998, National Minimum Wage legislation, rest break rules, contractual terms and fair process requirements. Staff ratings generated through the Service are subjective tools based on information you provide and must not be the sole basis for any disciplinary, dismissal, pay, promotion or other employment decision.
2. (b)Pricing and finances: any prices, margins, costs or forecasts produced by the price and margin calculator or otherwise. You must verify all figures independently.
3. (c)Operations: any checklists or operational recommendations, which do not replace your legal obligations (including food hygiene, allergen, fire safety and health and safety obligations).
4. (d)Competitor and review information: any competitor comparisons or summaries, which may be incomplete or inaccurate.

9.4  Rotas and other documents you export (for example as PDF) and share with staff, including via WhatsApp or other messaging services, are sent by you and at your own risk. We do not send messages to your staff on your behalf and are not responsible for third party messaging platforms.

9.5  To the maximum extent permitted by law, we accept no liability for any loss or damage arising from your reliance on, or use of, any AI Output.

10.1  You retain ownership of your Customer Data. You grant us a non-exclusive licence to host, store, process, copy and display Customer Data as necessary to provide, maintain and improve the Service, and to comply with law.

10.2  You are solely responsible for the accuracy, quality and legality of Customer Data, and for having all necessary rights, consents and lawful bases to enter it into the Service, including personal data about your staff.

10.3  For the purposes of the UK GDPR and the Data Protection Act 2018, you are the controller and we are the processor of personal data contained in Customer Data (including staff information). The Data Processing Addendum in the Schedule to these Terms forms part of these Terms. We are the controller of personal data we collect about you as our customer, which we handle in line with our Privacy Policy.

10.4  You must inform your staff, in accordance with data protection law, that their personal data (such as availability, hours and evaluations) is processed using the Service.

10.5  The Apola AI assistant stores your conversations so it can provide context-aware assistance. Customer Data may be shared with our sub-processors (such as our hosting provider, AI model provider and payment provider) solely to provide the Service. A list of current sub-processors is available on request.

10.6  We will take appropriate technical and organisational measures to protect Customer Data. However, no system is completely secure, and you are responsible for keeping your own copies of any Customer Data that is important to you. We are not responsible for any loss or corruption of Customer Data except to the extent caused by our breach of these Terms, in which case your sole remedy is for us to use reasonable efforts to restore the lost or damaged data from our latest backup.

11.1  We will use reasonable efforts to make the Service available, but we do not guarantee that it will be uninterrupted, timely, secure or error-free. The Service may be unavailable during maintenance, updates, or due to events outside our control.

11.2  We may change, add or remove features of the Service at any time. If we make a change that materially reduces the core functionality of your Subscription Plan, we will give you reasonable notice and you may cancel before the change takes effect.

11.3  The Service relies on, and may link to, third-party services including (without limitation) app-building and hosting platforms, AI model providers, payment processors, Google, TripAdvisor and WhatsApp. We do not control and are not responsible for any third-party service, its availability, content, accuracy or terms, and your use of it is subject to that third party's terms.

11.4  Except as expressly set out in these Terms, the Service is provided “as is” and “as available”, and all warranties, conditions and terms implied by statute, common law or otherwise (including as to satisfactory quality, fitness for a particular purpose and reasonable care and skill) are excluded to the fullest extent permitted by law.

12.1  PLEASE READ THIS CLAUSE CAREFULLY. IT LIMITS OUR LIABILITY TO YOU.

12.2  Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be limited or excluded.

12.3  Subject to Clause 12.2, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

1. (a)loss of profits, revenue, sales or business;
2. (b)loss of anticipated savings;
3. (c)loss of business opportunity, goodwill or reputation;
4. (d)loss, corruption or damage to data or software (save as set out in Clause 10.6);
5. (e)employment-related claims, fines, tribunal awards, settlements or penalties, including any claims brought by your staff or former staff;
6. (f)losses arising from any decision you make or action you take based on AI Output, staff ratings, rotas, pricing calculations, competitor information or recommendations;
7. (g)regulatory fines or penalties imposed on you;
8. (h)losses arising from failure, interruption or unavailability of the Service or any third-party service; or
9. (i)any indirect, special or consequential loss or damage.

12.4  Subject to Clauses 12.2 and 12.3, our total aggregate liability to you arising under or in connection with these Terms and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in all circumstances be limited to the total fees actually paid by you to us for the Service in the 3 months immediately preceding the event giving rise to the claim (or, where you are on a Pilot or free plan, £100).

12.5  You acknowledge that the fees reflect the allocation of risk set out in this Clause 12, that the limits are reasonable given the nature of the Service and the fact that you are a business, and that you are best placed to insure against the risks of running your business.

12.6  Any claim against us must be brought within 3 months of the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to it, failing which the claim shall be deemed waived.

13.1  You agree to indemnify, defend and hold harmless Apola, its directors, officers, employees and contractors from and against all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

1. (a)your breach of these Terms;
2. (b)your or your Authorised Users' use or misuse of the Service;
3. (c)Customer Data, including any claim that it infringes the rights of a third party or that you did not have a lawful basis to process it;
4. (d)any claim by your staff, former staff, job applicants, customers or other third parties relating to your business decisions, including decisions relating to rotas, hours, evaluations, pay, discipline or dismissal; and
5. (e)your breach of any applicable law, including employment, equality, data protection, food safety and health and safety law.

14.1  All intellectual property rights in the Service, including its software, design, logo, branding, text and underlying technology, are and remain owned by Apola or our licensors. Nothing in these Terms transfers any such rights to you.

14.2  Subject to your compliance with these Terms and to any third-party AI provider terms, you may use AI Output generated for your account for your internal business purposes.

15.1  You may cancel your subscription at any time through your account settings or by emailing info@apolahospitality.com. Cancellation will take effect at the end of your current billing period, and you will not receive a refund for that period.

15.2  We may terminate or suspend your access to the Service: (a) on 30 days' notice for any reason; or (b) immediately by notice if you breach these Terms, fail to pay any fees when due, become insolvent, or if we are required to do so by law.

15.3  On termination, your right to use the Service ends immediately. You may export your Customer Data before termination takes effect. We may delete your Customer Data 30 days after termination, unless we are required by law to retain it.

15.4  Clauses 9, 10, 12, 13, 14, 15, 17 and 18, and any other provisions intended to survive, will continue in force after termination.

16.1  We shall not be liable for any failure or delay in performing our obligations caused by events outside our reasonable control, including failure of internet, hosting, AI or payment providers, cyber-attack, power failure, pandemic, war, terrorism, civil unrest, strikes, natural disaster or government action. Our obligations will be suspended for the duration of the event.

17.1  We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 14 days before they take effect. If you continue to use the Service after the changes take effect, you will be deemed to have accepted them. If you do not agree, you must cancel your subscription before the changes take effect.

18.1  Entire agreement. These Terms (together with our Privacy Policy and the Data Processing Addendum) constitute the entire agreement between you and us, and supersede any prior agreements, representations or understandings. You acknowledge that you have not relied on any statement not expressly set out in these Terms.

18.2  Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign or transfer our rights to any person, including on a sale or reorganisation of our business.

18.3  Severance. If any provision of these Terms is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.

18.4  Waiver. A failure or delay in exercising any right shall not operate as a waiver of that right.

18.5  Third-party rights. No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999, save that persons referred to in Clause 13 may enforce that Clause.

18.6  Notices. We may send notices to the email address associated with your account. You must send notices to info@apolahospitality.com.

18.7  No partnership. Nothing in these Terms creates a partnership, joint venture or employment relationship between you and us.

18.8  Governing law and jurisdiction. These Terms and any dispute or claim (including non-contractual disputes) arising out of or in connection with them are governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

1.  Subject matter and duration. We process personal data on your behalf to provide the Service for the duration of your subscription and any period afterwards set out in Clause 15.3.

2.  Nature and purpose. Hosting, storage, organisation, analysis (including by AI), retrieval and deletion of personal data to provide the Service's features.

3.  Data subjects and data types. Your staff and Authorised Users: names, contact details, availability, preferred hours, holiday and absence requests, shift history, performance ratings and notes you enter. You must not enter special category data (such as health information) except where strictly necessary (for example recording a sickness absence without medical detail).

4.  Our obligations. We will: (a) process personal data only on your documented instructions (these Terms being your instructions), unless required by law; (b) ensure persons authorised to process the data are bound by confidentiality; (c) implement appropriate technical and organisational security measures; (d) engage sub-processors only under written terms offering equivalent protection, and remain responsible for them; you give general authorisation to our current sub-processors and we will notify you of changes, giving you the opportunity to object by cancelling; (e) assist you, at your cost, in responding to data subject requests and with your obligations under Articles 32 to 36 UK GDPR; (f) notify you without undue delay after becoming aware of a personal data breach affecting your data; (g) delete or return personal data at the end of the Service as set out in Clause 15.3; and (h) make available information reasonably necessary to demonstrate compliance.

5.  International transfers. Where a sub-processor processes personal data outside the UK, we will ensure appropriate safeguards are in place as required by UK data protection law (such as the UK International Data Transfer Addendum or an adequacy decision).

6.  Your obligations. You warrant that you have a lawful basis and have provided all necessary privacy information to data subjects for the processing described in this Schedule.