Terms and Conditions

1. Introduction

These Terms and Conditions ("Conditions") govern your subscription to and use of Early Tree's commercial products and services. These Conditions supplement our Terms of Service and together form the binding agreement between you (the "Customer") and Early Tree ("we", "us", or "our").

Where you subscribe to a specific product — including the Early Tree Nursery Management System, Inspector Who, or the Early Years Funding Portal, accessed via web browser or mobile application — these Conditions and any applicable Order Form, Statement of Work, or product-specific addendum shall apply.

By clicking "I agree", signing an Order Form, or accessing and using the Services, you confirm that you have read, understood, and agree to be bound by these Conditions. If you are entering into this agreement on behalf of an organisation, you represent that you have authority to do so.

2. Definitions

In these Conditions, the following terms have the meanings set out below:

• "Agreement" means these Conditions together with any applicable Order Form, Data Processing Agreement, and product-specific addenda
• "Authorised Users" means the employees, contractors, or agents of the Customer who are authorised to access and use the Services under the Customer's subscription
• "Customer", "you", or "your" means the legal entity or individual who subscribes to use the Services
• "Customer Data" means all data, content, and information submitted or uploaded by the Customer or its Authorised Users through the Services, including personal data relating to children, families, and staff
• "Documentation" means any written or online user guides, help articles, and technical documentation made available by Early Tree in connection with the Services
• "Effective Date" means the date on which the Customer first accesses the Services or the date specified in the Order Form, whichever is earlier
• "Intellectual Property Rights" means all copyright, database rights, trade marks, patents, rights in designs, know-how, and all other intellectual property rights, whether registered or unregistered
• "Mobile Applications" means any iOS or Android applications provided by Early Tree as part of the Services
• "Order Form" means the document (including any electronic document) specifying the Services subscribed to, the number of Authorised Users, applicable fees, and the Subscription Period
• "Services" means the Early Tree software products and services described in the applicable Order Form, including web applications, mobile applications, APIs, and associated support services
• "Subscription Period" means the initial period specified in the Order Form, together with any renewal periods

3. Subscription and Access

3.1 Licence Grant

Subject to your compliance with these Conditions and timely payment of all applicable fees, Early Tree grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Period to: (a) access and use the Services (including any web applications and Mobile Applications) solely for your internal business purposes; and (b) use the Documentation in connection with your use of the Services.

This licence does not include the right to: resell, sublicense, or otherwise make the Services available to third parties; modify, create derivative works of, or reverse engineer any part of the Services; access the Services to build a competing product; or use the Services in a manner that exceeds your subscription limits.

3.2 Authorised Users

You may grant access to the Services to your Authorised Users up to the number specified in your Order Form. You are responsible for ensuring that all Authorised Users comply with these Conditions. You must promptly revoke access from any individual who is no longer an Authorised User (for example, upon leaving your organisation). Credentials are personal and may not be shared between multiple individuals.

3.3 Usage Limits

Your subscription may be subject to limits, including on the number of Authorised Users, children registered, settings managed, or data storage capacity. These limits will be set out in your Order Form. If you consistently exceed your subscription limits, we will notify you and may require you to upgrade your plan or pay additional fees. We will not terminate your access without prior notice for exceeding limits, except where the excess is material and persistent.

3.4 Mobile Applications

Where the Services include access to Mobile Applications, your use of those apps is subject to the terms of the relevant app store (Apple App Store or Google Play Store) in addition to these Conditions. We may issue updates to our Mobile Applications from time to time. Certain updates may be mandatory for continued access to the Services. We are not responsible for any limitations on app functionality arising from your device's operating system version or hardware specifications.

3.5 API Access

Where your subscription includes API access, you may use the Early Tree API only in accordance with our published API documentation and these Conditions. We reserve the right to impose rate limits on API usage to protect service stability. We may modify or deprecate API endpoints with reasonable notice, except where urgent security or operational requirements necessitate immediate changes.

4. Fees and Payment

4.1 Subscription Fees

You agree to pay all subscription fees set out in your Order Form. Unless otherwise stated, all fees are quoted in British Pounds Sterling (GBP) and are exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate. You are responsible for all applicable taxes.

4.2 Payment Terms

Fees are payable in advance as follows: (a) for annual subscriptions, the full annual fee is due within 30 days of the invoice date; (b) for monthly subscriptions, fees are due on the same day of each calendar month as the Effective Date. We will issue invoices electronically to the billing email address on your account.

4.3 Automatic Renewal

Your subscription will automatically renew at the end of each Subscription Period for a further period of the same duration, at the then-current subscription rate, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Period.

4.4 Price Changes

We may change our subscription fees at the start of any renewal Subscription Period by giving you at least 60 days' prior written notice. If you do not agree to the revised fees, you may terminate your subscription before the renewal date in accordance with Section 12.2.

4.5 Late Payment

If you fail to pay any amount by the due date, we reserve the right to: (a) charge interest on the overdue amount at 4% per annum above the Bank of England base rate from the due date until payment is received, compounding monthly; (b) suspend your access to the Services after providing 14 days' written notice; and (c) recover reasonable debt collection costs.

4.6 Refunds

All fees paid are non-refundable except: (a) where required by applicable law; (b) where we terminate your subscription without cause under Section 12.3, in which case we will refund a pro-rata amount for the unused portion of your prepaid Subscription Period; or (c) where expressly stated otherwise in your Order Form.

5. Customer Data

5.1 Ownership and Controller Status

As between you and Early Tree, you retain all rights, title, and interest in your Customer Data. Early Tree does not claim any ownership rights over your Customer Data. Where Customer Data includes personal data (including data relating to children, parents, and staff), you are the data controller and Early Tree acts as your data processor. Processing of personal data is governed by our Data Processing Agreement, which is incorporated into and forms part of this Agreement.

5.2 Licence to Process Customer Data

You grant Early Tree a non-exclusive, royalty-free licence to store, process, and use your Customer Data to the extent necessary to provide the Services, fulfil our obligations under this Agreement, and comply with applicable law.

5.3 Your Responsibilities for Customer Data

You are solely responsible for: (a) the accuracy, quality, and legality of your Customer Data; (b) ensuring you have all necessary consents and legal bases to share Customer Data with us; (c) ensuring your use of the Services to process Customer Data complies with applicable data protection law, including the UK GDPR and the Data Protection Act 2018; and (d) making appropriate use of access controls and security features available within the Services to protect Customer Data.

5.4 Data Export

During the Subscription Period, you may export your Customer Data at any time using the export features available within the Services. We will maintain export functionality throughout the Subscription Period and for a minimum of 30 days following termination, after which Customer Data will be deleted or anonymised in accordance with our Privacy Policy and Data Processing Agreement.

5.5 Aggregate and Anonymised Data

Early Tree may use aggregated, anonymised, and de-identified data derived from Customer Data to develop, improve, and maintain our Services, produce industry benchmarks and insights, and for other lawful business purposes. Such aggregated and anonymised data will not identify you or any individual and is not considered Customer Data for the purposes of this Agreement.

6. Security

6.1 Early Tree's Security Obligations

We implement and maintain appropriate technical and organisational security measures to protect the Services and Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Our security measures include:

• Encryption of data in transit (TLS 1.2 or higher) and at rest
• Role-based access controls and multi-factor authentication for internal system access
• Regular vulnerability assessments and penetration testing
• Security monitoring, logging, and alerting
• Mobile app security controls including certificate pinning and secure local storage
• Business continuity and disaster recovery plans with defined RTO and RPO targets
• Annual staff security awareness training

6.2 Customer's Security Obligations

You are responsible for: (a) maintaining the security and confidentiality of your Authorised Users' credentials; (b) implementing appropriate access controls within your account; (c) promptly reporting any suspected security incidents or unauthorised access to hello@earlytree.co.uk; and (d) ensuring Authorised Users use the Services only from appropriately secured devices.

6.3 Security Incidents

In the event of a confirmed security incident affecting Customer Data, we will notify you without undue delay (and in any event within 72 hours of becoming aware) in accordance with our obligations under applicable data protection law and our Data Processing Agreement.

7. Service Availability and Support

7.1 Availability

We will use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week. We target a monthly uptime of 99.5% for our web applications, measured excluding scheduled maintenance windows. Mobile application availability is subject to the device's operating system, network connectivity, and app store availability.

7.2 Scheduled Maintenance

We may carry out scheduled maintenance that results in temporary unavailability of the Services. We will endeavour to schedule maintenance outside normal business hours (Monday to Friday, 9am to 5pm GMT) and will provide at least 48 hours' advance notice for planned maintenance. Emergency maintenance necessary to address critical security vulnerabilities may be carried out without prior notice.

7.3 Technical Support

We provide technical support via email at hello@earlytree.co.uk during business hours (Monday to Friday, 9am to 5pm GMT, excluding UK bank holidays). We will acknowledge support requests within 1 business day. Response and resolution times may vary depending on the severity and complexity of the issue and your subscription plan. Support covers the use and operation of the Services; it does not cover issues arising from your own systems, third-party services, or your failure to comply with Documentation.

7.4 Updates and New Features

We continually develop and improve the Services. We may add, modify, or remove features or functionality from time to time. Where we make material changes that remove existing functionality, we will provide at least 30 days' notice. New features and updates to Mobile Applications may require installation by Authorised Users; some updates may be mandatory.

8. Confidentiality

Each party may receive confidential information from the other party in connection with this Agreement ("Confidential Information"). Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose it to third parties without the other party's prior written consent; and (c) use it only for the purposes of performing obligations or exercising rights under this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the receiving party before disclosure; (c) was independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives prompt notice to enable the disclosing party to seek a protective order.

The confidentiality obligations in this Section 8 survive termination of this Agreement for a period of five years.

9. Intellectual Property

All Intellectual Property Rights in the Services, the Documentation, and all materials produced by Early Tree in connection with the Services are owned by or licensed to Early Tree. You receive only the limited licence expressly granted in Section 3.1. Nothing in this Agreement transfers any Intellectual Property Rights in the Services to you.

You retain all Intellectual Property Rights in your Customer Data. The limited licence granted in Section 5.2 does not affect your ownership of Customer Data.

10. Warranties and Disclaimer

10.1 Early Tree's Warranties

We warrant that: (a) the Services will substantially conform to the Documentation during the Subscription Period; (b) we will deliver the Services with reasonable care and skill; and (c) we have the right to grant the licence in Section 3.1 and, to our knowledge, the Services do not infringe any third-party Intellectual Property Rights in the United Kingdom.

10.2 Remedy for Breach of Warranty

If the Services do not conform to the warranty in Section 10.1(a), you must notify us in writing within 30 days of discovering the non-conformance. Our sole obligation and your sole remedy will be for us to use reasonable endeavours to remedy the non-conformance within a reasonable timeframe, or if we are unable to do so, to terminate your subscription and refund any prepaid fees for the unused portion of the Subscription Period.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND EARLY TREE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, regardless of the cause and whether in contract, tort, or otherwise
• Each party's total aggregate liability to the other under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid or payable by you to Early Tree in the 12 months preceding the event giving rise to the claim

Nothing in this Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited or excluded under applicable law.

12. Term and Termination

12.1 Term

This Agreement commences on the Effective Date and continues for the initial Subscription Period specified in the Order Form, and thereafter renews automatically in accordance with Section 4.3, unless terminated as provided in this Section 12.

12.2 Termination for Convenience

Either party may terminate this Agreement at the end of any Subscription Period by providing at least 30 days' written notice before the end of the then-current Subscription Period. Termination for convenience does not entitle you to a refund of prepaid fees.

12.3 Termination for Cause

Either party may terminate this Agreement with immediate effect by written notice if: (a) the other party commits a material breach of this Agreement and (where the breach is capable of remedy) fails to remedy it within 30 days of written notice; or (b) the other party becomes insolvent, enters administration, or makes an arrangement with its creditors.

12.4 Suspension

We may suspend your access to the Services, in whole or in part, without terminating the Agreement, if: (a) your payment is overdue by more than 14 days after notice; (b) we reasonably believe your use of the Services poses a security risk to us or other customers; or (c) we are required to do so by law. We will restore access promptly upon resolution of the underlying issue.

12.5 Consequences of Termination

Upon expiry or termination of this Agreement: (a) all licences granted hereunder immediately cease; (b) each party will return or destroy the other's Confidential Information on request; (c) you may export your Customer Data for up to 30 days following termination, after which we will delete or anonymise it; and (d) all accrued payment obligations and any provisions intended to survive termination (including Sections 8, 9, 11, and 13) shall continue in full force and effect.

13. General Provisions

13.1 Governing Law

This Agreement is governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute or claim arising out of or in connection with this Agreement.

13.2 Entire Agreement

This Agreement (including any Order Form, Data Processing Agreement, and applicable addenda) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty not expressly set out in this Agreement.

13.3 Amendments

We may update these Conditions from time to time. For material changes, we will notify you at least 30 days before the changes take effect via email or within the Services. Your continued use of the Services after the effective date of the updated Conditions constitutes acceptance. If you do not agree, you may terminate your subscription before the changes take effect.

13.4 Assignment

You may not assign, transfer, or novate this Agreement or any rights or obligations hereunder without our prior written consent (not to be unreasonably withheld). We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets upon written notice to you.

13.5 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision shall not affect the validity and enforceability of the remaining provisions.

13.6 Waiver

No failure or delay by either party to exercise any right or remedy under this Agreement shall operate as a waiver of that right or remedy. A waiver must be in writing and signed by an authorised representative of the waiving party.

13.7 Force Majeure

Neither party shall be in breach of or liable for delay in performing, or failure to perform, any obligation under this Agreement if such delay or failure results from a force majeure event (including acts of God, pandemic, government actions, acts of terrorism, labour disputes, or failure of third-party internet or telecommunications infrastructure). The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to minimise the impact and resume performance.

13.8 Notices

All notices under this Agreement shall be in writing. Notices to Early Tree shall be sent to hello@earlytree.co.uk. Notices to you will be sent to the email address associated with your account. Notices sent by email are effective upon confirmed delivery.

13.9 No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has authority to bind the other in any way.

14. Contact Us

If you have any questions about these Terms and Conditions or your subscription, please contact us:

Email: hello@earlytree.co.uk
Contact form: earlytree.co.uk/contact