Terms of service

These terms of service, together with our data processing addendum and any order form we both sign (together, the “Agreement”), are a contract between Overcrate Ltd, a company registered in England and Wales under number 16507860 whose registered office is at 128 City Road, London, EC1V 2NX (“Headwater”, “we”, “us”, or “our”), and the company or other organisation that signs up for Headwater (the “Customer”, “you”, or “your”).

The person who accepts these terms confirms that they have authority to bind the Customer. The Agreement starts when they accept.

Headwater is for businesses and other organisations. By accepting these terms, you confirm that you are acting for the purposes of your trade, business, or profession, and not as a consumer.

If parts of the Agreement conflict, a signed order form comes first, then the data processing addendum for anything about personal data, then these terms. An order form can add to our promises in clause 5 and clause 6, but nothing can reduce them.

The promises on our privacy page are set out in full in these terms, and are binding. The headings and the summary at the top of this page don’t change the meaning of these terms.

You decide who has access to your workspace. Your Admins can add and remove Users, choose what they can do, and change your settings, and we treat what an Admin does in Headwater as your instruction.

You are responsible for your Users’ use of the Service and for making sure they follow the Agreement. Users sign in through their email address or a Google or Microsoft account, so please make sure those accounts are kept secure. Tell us promptly at [email protected] if you think someone has accessed your workspace without permission.

Please keep your company and billing details up to date.

A person may be a User of more than one company on Headwater. Each company’s data is kept separate, and nothing in one company’s workspace is shared with another.

We will provide the Service with reasonable skill and care, and in line with good industry practice.

We aim to have the Service available at all times. It may sometimes be unavailable for maintenance, which we plan outside UK working hours where we can and tell you about in advance when it may interrupt your use, or because of events outside our control.

We keep improving the Service and may change it. During a Subscription Period, we won’t make a change that significantly reduces what the Service does for you or how well it protects Customer Data. If we remove a feature you rely on, you may end the Agreement and we’ll refund the Fees you have paid for the rest of the Subscription Period.

We give support by email at [email protected] on Working Days.

We may offer early versions of features, labelled as previews. Previews are provided as they are, may change or be withdrawn, and aren’t covered by clause 14. Our promises about Customer Data apply to previews in full.

Brook is an optional add-on. We will not send any Customer Data to an AI Provider unless the Customer has added Brook, and an Admin can remove Brook at any time, after which we stop at once.

When Brook is on, we send AI Providers only the Customer Data needed for each request, and only AI Providers that are listed as Subprocessors in our privacy policy.

We will not use Customer Data, or allow anyone else to use it, to train, retrain, fine-tune, test, or otherwise improve any artificial intelligence or machine learning model, other than to produce outputs for the Customer. Our contracts with AI Providers forbid them from training on Customer Data and limit how long they keep it, as our privacy policy describes.

Outputs that Brook produces for you are Customer Data and belong to you. Outputs can be wrong, so please review them before you rely on them. Brook is not used to make decisions about people, and Customer Data is only changed by Brook when a User asks for the change.

If a team invites Brook to a video call, you are responsible for telling the people in the call and for getting any consent the law requires. We don’t record audio or video, and we delete the transcript within 24 hours of the huddle ending.

If you or a User connect an AI assistant of your own to Headwater, such as Claude, the data Headwater sends it at the User’s request is handled under your or the User’s agreement with that assistant’s provider, not under the Agreement.

You own it

The Customer owns Customer Data. Nothing in the Agreement gives us any ownership of it.

What we may do with it

You give us a non-exclusive, royalty-free licence to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service for you, and to follow your instructions. The licence ends when we have deleted Customer Data under clause 9.

What we will never do with it

We will not, and will not allow anyone else to:

1. sell, rent, license, or trade Customer Data, or give it away in exchange for anything, in any form, including when it has been anonymised, de-identified, or combined with other data;
2. use Customer Data for advertising or marketing, or share it with advertising networks or data brokers;
3. use Customer Data to train, fine-tune, test, or improve any artificial intelligence or machine learning model;
4. use Customer Data to profile Users, to compare the Customer with other customers, or for any purpose other than providing the Service to the Customer;
5. combine Customer Data with data from any other customer or source, except as needed to provide the Service to you.

When our people may look at it

Our people will not access Customer Data, except:

1. with an Admin’s permission, for the time the Admin sets. Every access is recorded in an access log that your Admins can see;
2. where strictly necessary to investigate or stop a security incident, protect the Service, or deal with a serious breach of clause 7, and then only as much as is necessary. We will tell your Admins what we accessed and why, unless the law forbids it or telling you would put the investigation at risk; or
3. where the law requires it, under clause 6.6.

Service Data

We may use Service Data to run, secure, and improve the Service. We will never sell Service Data, or use it to identify the Customer or its Users to anyone else.

Requests from authorities

We will disclose Customer Data to a government, court, regulator, or law enforcement agency only when the law requires us to. We will challenge any request we reasonably believe is too broad or unlawful, disclose only the least the law requires, and ask the authority to go to you where we can. Unless the law forbids it, we will tell you before we disclose anything. We will never build a way into the Service for anyone to get around this clause.

Taking it with you

Your Admins can export all Customer Data at any time during the Agreement and for 30 days after it ends, in common formats that other software can read, at no extra cost.

Your responsibilities

You are responsible for having the right to put Customer Data into the Service, for its lawfulness, and for telling the people it concerns how you use Headwater, as Data Protection Law requires.

This clause 6 continues after the Agreement ends, for as long as we hold any Customer Data.

One price

The Fees are as shown on our pricing page or in an order form. One price covers the whole Customer, with every User and every feature. We never charge per User. Brook is an optional add-on with its own price.

Your first quarter is free

The Service is free until the end of the Customer’s first full Quarter, and if you start partway through a Quarter, the rest of that Quarter is free too. We’ll remind your Admins at least 14 days before your first payment is due. If you cancel before the free period ends, you pay nothing.

When you pay

You pay in advance, either at the start of each Quarter or for a year at a time. We don’t bill monthly.

How you pay

We take payment automatically from the card or other payment method you give us. If we agree to invoice you instead, invoices are due within 30 days.

Tax

The Fees don’t include VAT or other sales taxes, which we add to your invoice where they apply.

Late payment

If a payment is more than 30 days late, we may give you written notice, and if it is still unpaid 14 days after that notice, we may suspend access to the Service until it is paid. We will not delete Customer Data because of late payment during the Agreement, and your Admins can still export it while access is suspended. We may charge interest on late payments at 4% a year above the Bank of England base rate.

Price changes

We’ll give your Admins at least 60 days’ notice of any change to the Fees. A change only applies from the start of your next Subscription Period after the notice ends, never partway through one, and you can cancel before it applies.

Refunds

Fees are not refundable, except where the Agreement says they are.

Renewal

Each Subscription Period renews for the same length, a Quarter or a year, unless an Admin cancels before it ends. Admins can cancel in Headwater or by emailing [email protected], and the cancellation takes effect at the end of the current Subscription Period.

Ending for a serious breach

Either party may end the Agreement straight away by written notice if the other seriously breaches it and, where the breach can be put right, does not put it right within 30 days of being asked to; or if the other becomes insolvent, enters administration or liquidation, or stops trading.

Suspension

We may suspend a User’s or the Customer’s access if we must to stop serious harm to the Service or to others, or because the law requires it, or under clause 8.6. We will limit any suspension to what is necessary, tell you straight away and why, and restore access as soon as the reason has gone.

If we stop providing the Service

We may end the Agreement for any reason by giving at least 90 days’ written notice. If we do, we’ll refund the Fees you have paid for any time after it ends. This also applies if Headwater closes.

What happens when it ends

When the Agreement ends, your Users’ access stops, and your Admins have 30 days to export Customer Data. We then delete all Customer Data from our live systems within 30 days, and from our backups within a further 90 days, and we’ll confirm in writing when it’s done if you ask. We keep only what the law requires us to, such as billing records, which are not Customer Data.

Refunds when it ends

If you end the Agreement because of our serious breach, or under clause 4.3, 11.6, 11.7, 17.1, 18.1, or 18.3, we’ll refund the Fees you have paid for any time after it ends.

Clauses that by their nature should continue after the Agreement ends do so, including clause 6, clause 10, clause 16, and clause 18.

Each party will keep the other’s Confidential Information confidential, use it only for the Agreement, and disclose it only to its employees, contractors, advisers, and Subprocessors who need to know it and are bound by duties of confidentiality at least as strict as this clause.

This clause doesn’t cover information that is or becomes public other than through a breach of the Agreement, that the receiving party already had or develops independently, or that it lawfully receives from someone else without a duty of confidentiality. These exceptions never reduce our promises in clause 6.

A party may disclose Confidential Information where the law requires it, after telling the other party where the law allows. For Customer Data, clause 6.6 applies.

This clause lasts for five years after the Agreement ends, and for Customer Data and trade secrets, for as long as the information stays confidential.

Each party will comply with Data Protection Law.

For personal data in Customer Data, the Customer is the controller and we are its processor, and our data processing addendum applies. It forms part of the Agreement.

Where we are the controller, such as for account and billing details, our privacy policy applies.

We will protect Customer Data with the technical and organisational measures in the data processing addendum, and we won’t reduce them during the Agreement.

If a breach of security affects Customer Data, we will tell your Admins within 48 hours of becoming aware of it, and keep you told as we find out more.

Our Subprocessors are listed in our privacy policy. We will tell your Admins at least 30 days before we add or replace one. If you object on reasonable data protection grounds and we can’t resolve it, you may end the Agreement.

We store Customer Data in the European Economic Area. We won’t move where it is stored to outside the UK and the European Economic Area without telling your Admins at least 90 days before, and if you object, you may end the Agreement.

We own the Service and all intellectual property in it, other than Customer Data. During the Agreement, we give the Customer a non-exclusive, non-transferable right for its Users to use the Service for its own business.

If you give us ideas or feedback about the Service, we may use them without any duty to you. Feedback never includes Customer Data or your Confidential Information.

We won’t name you as a customer, or use your name or logo, without your written permission.

You may choose to connect other services to Headwater, such as video calls or an AI assistant of your own. Those services are provided under their own terms, and we are not responsible for them.

When a User asks us to send data to a service they have connected, we send only what the connection needs, and from then on that service’s terms apply to it.

Each party confirms that it has the right to enter into the Agreement.

We promise that the Service will do what our published descriptions of it say in all material respects, and that we won’t knowingly put viruses or other harmful code into it. If the Service doesn’t, tell us and we’ll fix it. If we can’t fix it within 30 days, you may end the Agreement and we’ll refund the Fees you have paid for any time after it ends.

Apart from what the Agreement says, and as far as the law allows, we don’t make any other promises about the Service, including that it will be free of all faults or fit for a purpose we haven’t agreed in writing.

You are responsible for the decisions you make about your company and its people while using the Service.

If someone claims that your use of the Service in line with the Agreement infringes their intellectual property rights, we will defend you and pay any damages and costs a court finally awards, or that we agree in a settlement. You must tell us about the claim promptly, let us control the defence, and give us reasonable help, at our cost. We may change the Service so it no longer infringes, get you the right to keep using it, or, if neither is reasonably possible, end the Agreement and refund the Fees you have paid for any time after it ends. This clause doesn’t apply to claims caused by Customer Data, by services you connect, or by changes that anyone other than us makes to the Service.

If someone claims that Customer Data, or your use of the Service in breach of clause 7, infringes their rights or breaks the law, you will defend us and pay any damages and costs a court finally awards, or that you agree in a settlement, on the same terms.

Nothing in the Agreement limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn’t allow to be limited. Nothing limits your duty to pay the Fees.

Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill, or expected savings, whether direct or indirect.

If we breach clause 6, clause 10, clause 11, or the data processing addendum, clause 16.2 doesn’t stop you recovering your reasonable costs of restoring Customer Data, of notifying people and regulators, and of dealing with regulators, or any fines that the law allows to be recovered.

Otherwise, each party’s total liability under or in connection with the Agreement in any 12 months is limited to the greater of the Fees paid and payable in the 12 months before the event that caused it, and £10,000.

Our total liability for breaches of clause 6, clause 10, clause 11, and the data processing addendum, and under clause 15.1, is limited instead to the greater of three times the Fees paid and payable in the 12 months before the event that caused it, and £100,000.

We may update these terms. For a change that matters, we will email your Admins at least 30 days before it takes effect. If you don’t agree to it, you may end the Agreement before it takes effect, and the old terms apply until then.

We will never change clause 5.3 or clause 6 in a way that gives Customer Data we already hold less protection, unless the Customer agrees in writing.

If the law requires a change sooner, we will give as much notice as we can.

Transfer

Neither party may transfer the Agreement without the other’s written consent, except to a business that takes over all or most of its business, and that business must take on the whole Agreement, including clause 6. We will tell your Admins at least 30 days before such a transfer, and if you object, you may end the Agreement.

Subcontractors

We may use subcontractors, and we remain responsible for everything they do.

Events outside our control

Neither party is liable for delays or failures caused by events outside its reasonable control, but this never excuses us from keeping the security measures a careful provider would have in place. If such an event stops the Service for more than 30 days, either party may end the Agreement.

Notices

We send notices to your Admins’ email addresses. You send notices to [email protected]. Notices of a breach or a legal claim must also be sent by post to the other party’s registered office.

Entire agreement

The Agreement is the whole agreement between us about the Service, and replaces anything discussed before. Neither party relies on any statement not written in it, but this doesn’t limit liability for fraud.

Waiver and severance

If a party doesn’t enforce a right straight away, it can still enforce it later. If a court finds part of the Agreement invalid, the rest still applies.

No partnership

The Agreement doesn’t create a partnership, joint venture, or agency between us.

Third parties

Nobody other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

Disputes

If there’s a dispute, senior people from each party will first try to settle it in good faith within 30 days, except where a party needs urgent relief from a court.

Law

The Agreement, and any dispute about it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.