Purple Engage Terms of Service

These Terms of Service govern the use of Purple Engage.

1. Who we are and these Terms

Purple Engage is provided by Purple WiFi Limited, company number 06444980, whose registered office is Annie Kenney Mill, Hudson Street, Chadderton, Oldham OL9 7FQ, United Kingdom (Purple, we, us or our).

These Terms are an agreement between Purple and the business or organisation named in the account, order form or checkout confirmation (Customer, you or your). The person accepting these Terms confirms that they have authority to bind Customer.

Purple Engage is a business service. It is not supplied to consumers.

2. The agreement and its order of precedence

The agreement between Purple and Customer consists of:

1. the order form, checkout confirmation or other durable subscription record that identifies the plan, price, billing period and included allowances (Subscription Details);
2. any master services agreement signed by Purple and Customer (MSA);
3. the Purple Engage Data Processing Addendum (DPA);
4. these Terms; and
5. the Purple Engage Privacy Notice.

If there is a conflict, the documents above apply in that order. The DPA takes priority only in relation to the processing of Customer Personal Data. An MSA applies only where Customer has signed it or an order form expressly incorporates it. A website page, support article or marketing material does not amend a signed order form or MSA.

3. Your account

You are responsible for your account, your authorised users and all activity carried out through them. You must:

• keep your account, contact and billing information accurate and current;
• ensure each user has an individual account and keeps their credentials secure;
• remove access promptly when a user no longer needs it; and
• notify us promptly at support@purple.ai if you believe your account or credentials have been compromised.

Purple may access your account only where reasonably necessary to provide support, maintain the Service, investigate a security issue, prevent misuse or comply with law. We keep appropriate records of privileged staff access.

4. Plans, fees and payment

Subscription Details

Your plan, billing frequency, currency, fees, included features, usage allowances, any storage limit, overage rate and any spending limit are set out in the Subscription Details that you accept when you purchase or renew the Service.

We will not charge you for a feature, usage measure or overage unless its pricing, calculation method and any required activation were shown to you before the charge was incurred.

Payment

You must pay the fees in the currency and on the billing schedule shown in your Subscription Details. Unless your Subscription Details say otherwise, fees are payable in advance and are non-refundable except where required by law or expressly stated in these Terms.

Any applicable taxes are shown at checkout or on the relevant invoice. You are responsible for taxes other than taxes based on Purple's net income.

Where you pay by card, we may use a third-party payment provider to process the payment. Purple does not receive or store full payment-card details unless expressly stated at checkout.

If payment is overdue, we may suspend the affected paid functionality no earlier than seven days after giving you written notice. We will not delete Customer Data solely because of non-payment while the account remains open.

Usage and overage

A plan may include limits for contacts, credits, messages, AI features, storage, users or another published unit. We measure usage using the method shown in your Subscription Details.

Overage is chargeable only where:

1. your Subscription Details state that overage is available;
2. an Owner or Billing Administrator has enabled it; and
3. where the Service offers a monthly spending limit, the charge does not exceed that limit.

Third-party charges, including carrier, messaging-platform and advertising-spend charges, are outside any Engage allowance unless the Subscription Details expressly state otherwise.

Price and plan changes

We may change our prices or plan features by giving at least 30 days' written notice for a monthly subscription and at least 60 days' written notice for an annual subscription. A change will not take effect before the next renewal of the relevant subscription term. You may cancel before the renewal date if you do not accept the change.

We may make immediate changes required by law, to address a material security risk or to prevent abuse. We will notify you as soon as reasonably practicable.

Reasonable use

Where a plan is described as unlimited, it is subject to reasonable use for your own legitimate business purposes. It is not a general data warehouse, backup archive or list-storage service.

Before restricting use because of reasonable-use concerns, we will provide the relevant usage evidence and give you at least 30 days to export or delete inactive data, move to a suitable plan or agree a bespoke arrangement. We will not delete Customer Data under this clause without your instruction or a legal requirement.

5. Customer Data and data protection

You retain all rights in your contacts, message content, templates, files, configuration and other data submitted to or created in Purple Engage (Customer Data). You give us a non-exclusive, worldwide licence to host, copy, process, transmit and display Customer Data only as necessary to provide, secure, support and improve the Service, and as otherwise required by law.

For Customer Personal Data, you are the controller and Purple is the processor, as described in the DPA. We may use aggregated and de-identified Service telemetry to operate, secure and improve the Service, provided it does not identify you or an individual.

You are responsible for:

• ensuring you have a lawful basis to collect, upload, use and disclose Customer Data;
• providing the privacy information required for your contacts;
• configuring consent, preference, retention and country settings to meet your obligations; and
• responding to data-subject requests as controller, with our assistance under the DPA.

You can export Customer Data while your subscription is active using the available export tools. When your subscription ends, we will make Customer Data available for export for 30 days unless you ask us to delete it sooner or we agree another period with you. We will then delete Customer Data in accordance with the DPA.

6. Acceptable use and marketing compliance

You must not, and must ensure that your users do not:

• use the Service unlawfully, deceptively, fraudulently or in a way that infringes another person's rights;
• send unsolicited, misleading or harmful communications, or send to a person who has opted out or otherwise objected;
• use purchased, rented or scraped contact lists unless we have expressly agreed in writing that you have provided adequate evidence of a lawful basis and applicable electronic-marketing permissions;
• remove, disable or circumvent an unsubscribe, suppression, preference or consent control;
• send malware, phishing material or content that is illegal where sent or received;
• interfere with, probe, copy, reverse engineer or disrupt the Service except where a restriction is prohibited by law; or
• use the Service for emergency communications or in a way that creates a material risk to Purple's messaging reputation, systems or other customers.

You must comply with all laws that apply to your use of the Service, including data-protection, electronic-marketing, consumer, anti-spam, telecommunications, sanctions and export-control laws. This includes the UK GDPR, EU GDPR, PECR, ePrivacy requirements, CAN-SPAM, TCPA, CASL and US state privacy laws only where they apply to your activity.

Every marketing communication must accurately identify you and include a lawful and effective opt-out mechanism. You must honour opt-outs promptly.

7. AI features and third-party integrations

The Service may offer AI-assisted drafting, translation, summarisation, segmentation, reporting, automation or agent features. AI output may be inaccurate, incomplete or unsuitable. You are responsible for reviewing output and for every instruction, communication, decision or publication made using the Service.

Where the Service requires approval before an outbound action, the action will not be sent until it is approved by a user with the relevant permissions. Do not rely on AI output as legal, medical, financial or other professional advice.

You may connect third-party services to the Service. Each integration is subject to the third party's own terms and privacy documentation. You are responsible for your relationship with that third party and for deciding what data to send or receive. A provider chosen, contracted and controlled directly by you is not Purple's sub-processor merely because you connect it to Engage.

8. Service changes, support and availability

We will provide the Service with reasonable skill and care and may update or change it from time to time. We will use reasonable efforts to give 30 days' notice before retiring a material paid feature, except where a change is required for security, law or a third-party dependency.

Any service-level commitment, service credit or response-time commitment applies only where it is set out in a written service level agreement or your Subscription Details. Beta, preview, pilot and evaluation features are provided as available, may be changed or withdrawn at any time, and carry no service-level commitment.

9. Intellectual property, confidentiality and claims

Purple and its licensors retain all rights in the Service, its software, documentation, Purple marks and all improvements to them. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right for your authorised users to use the Service during the subscription term.

Each party must keep the other party's non-public business, technical and commercial information confidential and use it only for the agreement. This does not apply to information that is public through no breach, already known lawfully, independently developed or received lawfully without confidentiality restrictions. A party may disclose confidential information to its employees, contractors, professional advisers and affiliates who need it and are bound by confidentiality, or where law requires disclosure.

Purple will defend you against a third-party claim that the unmodified Service infringes that third party's UK, EU or US intellectual-property right, provided that you promptly notify Purple, give Purple sole control of the defence and settlement, and reasonably cooperate. We may procure the right to continue use, modify or replace the affected Service, or terminate the affected functionality and refund the unused prepaid fees for it. This does not apply to a claim caused by Customer Data, your instructions, unauthorised use or combination with items not supplied by Purple.

You will defend Purple against a third-party claim arising from Customer Data, your messages or your breach of section 6, subject to the same notification, control and cooperation requirements.

10. Suspension, term and termination

These Terms begin when you accept them and continue until your subscription ends or the account is closed.

You may cancel a monthly subscription before its next renewal date. An annual subscription continues until the end of its committed term unless your Subscription Details say otherwise. Cancellation stops renewal; it does not create a refund for the unused part of a committed term unless required by law or expressly agreed.

We may suspend access or a particular sending capability immediately where reasonably necessary to prevent harm, fraud, unlawful activity, a security compromise, material damage to sending reputation or a material breach of these Terms. We will provide notice where reasonably practicable.

Either party may terminate these Terms for material breach if the breach is capable of remedy and is not remedied within 14 days after written notice. Either party may terminate immediately if the other becomes insolvent, subject to applicable law. We may terminate an inactive free account after 30 days' notice.

On termination, accrued payment obligations remain due. Sections intended to survive, including confidentiality, intellectual property, liability, data protection and general terms, survive termination.

11. Warranties and liability

Purple warrants that it has authority to enter these Terms and will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided as available. We do not warrant that the Service will be uninterrupted or error-free, that all communications will be delivered or read, or that the Service will meet a purpose not expressly agreed in writing.

Nothing in these Terms excludes or limits either party's liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.

Subject to the paragraph above, neither party is liable for indirect, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

Subject to the two paragraphs above, each party's aggregate liability arising out of or in connection with the agreement in any rolling 12-month period is limited to the fees paid or payable by you for the Service in that period. If you use only a free plan, Purple's aggregate liability is limited to £500.

The liability limits in this section do not apply to Purple's intellectual-property indemnity in section 9. Each party's aggregate liability under the data-protection indemnity in the DPA is limited to three times the fees paid or payable by you for the Service in the 12 months before the event giving rise to the claim, or £500 if you use only a free plan, unless your Subscription Details or an applicable MSA expressly state otherwise.

12. General

We may assign or transfer this agreement to an affiliate or as part of a merger, acquisition, reorganisation or sale of assets, on written notice to you. You may not assign this agreement without our prior written consent.

Neither party is liable for delay or failure caused by an event beyond its reasonable control, except for payment obligations.

Notices to you may be sent to the account owner's email address or displayed in the Service. Legal notices to Purple must be sent to support@purple.ai and the registered address above.

These Terms, the documents they incorporate and the Subscription Details are the entire agreement for the Service and replace prior discussions about it. If any provision is unenforceable, the remainder continues in effect. A delay in exercising a right is not a waiver. No third party has a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

These Terms and any dispute or claim arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.