Terms of Service

1. About these terms

These Terms of Service form a binding agreement between PromoWave Ltd ("PromoWave", "we", "us", "our") and the legal entity or sole trader you represent ("you", "your", "Customer") that signs up to use PromoTrace ("Service", "Platform").

By creating an account, accessing the Service, or paying a subscription fee, you agree to these Terms. If you don't agree, don't use the Service.

If you're agreeing on behalf of an employer or other entity, you confirm you have the authority to bind that entity. Throughout these Terms, "you" and "your" refer to that entity.

2. Definitions

• Service — the PromoTrace web application and any APIs, reports, or downloads we make available, accessed at app.promotrace.io.
• Customer Data — data you upload, enter, or generate using the Service, including company branding, calculation inputs and results, team-member details, and any client-specific notes.
• Subscription — your right to access the Service for a defined period (monthly or annual) at the agreed fee.
• Authorised User — an individual you allow to access the Service under your account (employees, contractors, named team members).
• Documentation — the user guides, API references, and methodology notes published within the Service or at promotrace.io.

3. The Service

PromoTrace is a calculator and reporting platform that produces estimated CO₂-equivalent ("CO₂e") footprints for promotional products, based on the inputs you provide and the emission factors in our database. You can export the results as branded PDF reports and Excel files, and (on the Max tier) access them programmatically via our API.

3.1 Methodology and accuracy

Our methodology aligns with ISO 14044 life-cycle assessment principles and uses publicly available emission factor sources (Idemat 2024 from TU Delft, worldstainless 2025, and similar peer-reviewed datasets). We update factors as new sources become available; results may shift between updates.

Estimates are estimates. They are appropriate for sustainability reporting, client conversations, and procurement decisions, but they are not a substitute for product-specific Environmental Product Declarations (EPDs) or accredited ISO 14067 verification. You are responsible for the accuracy of inputs and for verifying that the outputs meet any specific standard or claim you make to your own clients.

3.2 Tiers and feature changes

Each tier ("Pro Trial", "Max Trial", "Pro", "Max") has different limits on products, team size, bulk upload, and API access. Current tier definitions are visible inside the Service.

We may add features, modify existing features, or change limits with at least 30 days' notice for material changes. We will not remove a feature that materially reduces what you paid for during the current paid period without offering you a pro-rata refund.

4. Account registration

You must provide accurate registration information and keep it current. You are responsible for safeguarding your account credentials and for all activity that occurs under your account.

You must notify us promptly at [email protected] if you become aware of unauthorised use. We may suspend access if we reasonably believe an account is compromised, while we investigate.

5. Subscription, trial, and fees

5.1 Free trial

New customers receive a 30-day free trial of either the Pro Trial or Max Trial tier, with full access to the relevant feature set. No payment information is required to start a trial. The trial ends automatically; to continue, you must subscribe to a paid plan.

5.2 Paid subscriptions

Subscriptions renew automatically each month (or each year, where annual billing is offered) until you cancel. The applicable fee, currency, and billing cycle are confirmed in writing when you subscribe and reflected in each invoice.

Invoices are issued on a date you and we agree at activation (the "Billing Day"), with payment due 15 days from issue unless we agree different payment terms with you in writing.

If we don't receive payment by the due date, we may, after giving you reasonable notice (typically 7 days):

• Charge interest at 4% per annum above the Bank of England base rate, compounded monthly, on overdue amounts (under the UK Late Payment of Commercial Debts (Interest) Act 1998).
• Suspend access to the Service.
• After 60 days of non-payment, terminate the subscription and delete Customer Data 90 days later.

5.3 Price changes

We may change subscription prices with at least 30 days' notice via the email address on your account. The new price applies from your next renewal; your current paid period continues at the existing price.

5.4 Taxes

Fees are exclusive of VAT and similar taxes. Where applicable, VAT is added at the prevailing rate (UK 20% for UK customers; reverse-charge for B2B EU customers; 0% export for customers outside the UK and EU). You are responsible for any withholding taxes imposed by your jurisdiction.

5.5 Refunds

Refunds are governed by our separate Refund Policy, which forms part of these Terms.

6. Acceptable use

You agree not to:

• Use the Service in violation of any applicable law (UK or otherwise), including the UK Bribery Act 2010, sanctions regimes, and consumer protection law.
• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except as expressly permitted by law.
• Use the Service to build a competing product, train a machine-learning model on our outputs, or scrape our emission-factor database.
• Interfere with the integrity or performance of the Service (rate-limit bypass, denial of service, vulnerability scanning without our written permission).
• Use the Service to send unsolicited communications or store unlawful content.
• Enter personal data of EU/UK data subjects beyond what is reasonably necessary for the calculation (e.g. don't paste customer mailing lists into the notes field — we are not designed to be a CRM).
• Share or transfer your account credentials with anyone outside your organisation. Each Authorised User must have their own seat.

We may suspend or terminate accounts that breach this section. Repeated or material breaches result in immediate termination without refund.

7. Intellectual property

The Service, its source code, its design, the emission-factor database, the methodology, and all related documentation are owned by PromoWave Ltd or its sub-processors and are protected by UK and international copyright and database-right law.

You retain all rights in your Customer Data. You grant us a limited, non-exclusive licence to use, store, and process your Customer Data solely to operate the Service for you (including generating reports, supporting your Authorised Users, and improving accuracy of calculations). We do not claim ownership of your Customer Data and do not use it to train external machine-learning models.

The PromoTrace name and logo are trademarks of PromoWave Ltd. The PDF reports you generate carry your own branding (white-label) — you don't need to credit us in the report.

8. Customer Data and privacy

Our handling of personal data is described in the Privacy Policy, which forms part of these Terms. By using the Service, you also agree to the Privacy Policy.

You confirm that you have the right to upload any Customer Data you put into the Service and that doing so does not breach any third-party rights (IP, confidentiality, data-protection law).

9. Service availability

We aim for the Service to be available 99.5% of each calendar month, excluding scheduled maintenance, force-majeure events, and downstream provider failures (Hetzner, Cloudflare, Stripe, our other sub-processors).

We do not offer a contractual SLA at the standard tier. Customers requiring a written SLA with credits should contact us at [email protected] to discuss enterprise terms.

Scheduled maintenance is normally announced at least 48 hours in advance via email or in-app notice; emergency maintenance may occur without notice where required for security or stability.

10. Suspension and termination

10.1 Termination by you

You may cancel your subscription at any time from your account settings or by emailing us. Cancellation takes effect at the end of your current paid period — you keep access until then, and we don't refund the unused portion of a monthly subscription. Annual cancellations are governed by the Refund Policy.

10.2 Termination by us

We may terminate or suspend your account:

• Immediately, if you materially breach these Terms (especially section 6).
• On 30 days' notice, for any reason at our discretion (e.g. discontinuing the Service, restructuring tier offerings).
• Immediately, if a payment is more than 60 days overdue.
• Immediately, if required by law, court order, or to protect the security of other customers.

10.3 Data export and deletion after termination

For 90 days after termination, you may export your Customer Data via the Service or by emailing us. After 90 days, we permanently delete your Customer Data, except for invoices, audit logs, and other records we are required to retain for tax, accounting, or legal-compliance reasons (see the Privacy Policy for retention periods).

11. Liability and indemnity

11.1 Limitation of liability

To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with these Terms or the Service — whether in contract, tort, breach of statutory duty, or otherwise — is limited to the fees you paid us in the 12 months preceding the event giving rise to the claim.

We are not liable for: indirect, special, consequential, or punitive damages; loss of profits, revenue, business, or goodwill; loss or corruption of data caused by force majeure or your own actions; or third-party claims that arise from your Customer Data or your use of the outputs.

11.2 What we don't limit

Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; wilful breach; or any other liability that cannot be limited or excluded under English law.

11.3 Your indemnity to us

You will defend and indemnify us against any third-party claim arising from: your breach of these Terms; your Customer Data infringing a third-party right; your use of the Service in violation of law; or claims made by your end clients about the accuracy, suitability, or completeness of the CO₂e estimates you produced using the Service.

12. Confidentiality

Each party will treat as confidential any non-public information received from the other in connection with the Service (commercial terms, roadmap, your Customer Data, our methodology and source-code structure). Each party will protect the other's confidential information with the same care it uses for its own, and at minimum with reasonable security measures.

Confidentiality survives termination for 5 years for trade-secret information and 3 years for other confidential information.

13. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control (acts of God, war, terrorism, pandemic, civil disturbance, internet backbone failures, governmental actions, prolonged power or telecommunication outages). The affected party will notify the other promptly and resume performance as soon as reasonably possible.

14. Notices

Notices to you go to the email address on your account. Notices to us should be sent to [email protected] and to the postal address in section 17. Notices are deemed received on the next business day after sending, provided no bounce-back was received.

15. Assignment

You may not assign these Terms or any rights under them without our prior written consent (not to be unreasonably withheld). We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, on written notice to you.

16. Governing law and disputes

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with these Terms, except that we may seek injunctive relief in any competent court to protect our intellectual property.

Before filing a claim, the parties agree to attempt good-faith resolution by exchanging written notice and, where reasonable, scheduling a senior-management conversation within 30 days.

17. Entire agreement, amendments, contact

These Terms, together with the Privacy Policy, Refund Policy, and Cookie Policy, are the entire agreement between you and us regarding the Service, superseding any prior agreements or representations.

We may amend these Terms with at least 30 days' notice via email or in-app banner. For material changes (data handling, liability, fees, governing law), continued use after the effective date constitutes acceptance; we may require explicit re-acceptance via a login banner.

For legal notices and queries:

PromoWave Ltd
54 Quicksilver Street
Worthing, BN13 1FN
United Kingdom
Email: [email protected]
Company No. 11303443 · VAT GB293075488