Terms of Service

Setout is operated by [SETOUT LEGAL ENTITY NAME] (“Setout”, “we”, “us”, “our”), a company registered in [JURISDICTION OF INCORPORATION] under company number [COMPANY NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS].

• General enquiries: [GENERAL CONTACT EMAIL]
• Privacy and data-protection enquiries, and data-subject requests: [PRIVACY CONTACT EMAIL]
• Data protection officer: [DPO NAME AND CONTACT, OR “we have not appointed a DPO because we are not required to under Art. 37”; LEGAL TO CONFIRM WHICH]
• UK ICO registration number: [ICO REGISTRATION NUMBER, IF UK-ESTABLISHED]
• Art. 27 representative: [EU REPRESENTATIVE IF UK-ESTABLISHED AND OFFERING SERVICES INTO THE EEA / UK REPRESENTATIVE IF EU-ESTABLISHED AND OFFERING SERVICES INTO THE UK; LEGAL TO DETERMINE WHETHER ONE IS REQUIRED]

“You” and “Operator” mean the business that opens a Setout account. If you accept these terms on behalf of a business, you confirm you are authorised to bind it, and “you” means that business.

By opening an account or using the platform, you agree to these terms, to the Privacy Policy, and to the Data Processing Agreement, which forms part of this agreement and governs personal data you entrust to us.

• Platform: the Setout software, including the operator console, the public booking API, the embeddable booking widget and any hosted booking pages.
• Customer: a person who books, or tries to book, an Activity from you through the Platform.
• Activity: whatever you sell through the Platform, whether a rental, a session, a course, a tour, a repair or anything else you list.
• Operator Content: everything you or your staff put into the Platform, including listings, descriptions, prices, images, policies and your own booking terms.
• Customer Data: personal data relating to your Customers that we process on your behalf.
• Fees: the subscription and per-booking amounts described in section 6.

We grant you a non-exclusive, non-transferable right to use the Platform to run your own bookings for as long as this agreement is in force and your Fees are paid.

You are responsible for your account: for the accuracy of the details you give us, for the staff accounts you create and the permissions you give them, for keeping credentials secure, and for everything done under your account. Tell us promptly if you believe an account has been compromised.

Your plan may include limits on venues, staff accounts or features. [LEGAL/PRODUCT TO CONFIRM the contractual effect of exceeding a plan limit: hard refusal, automatic upgrade, or notice and a period to correct. The platform's server-side entitlement enforcement is currently inert by design, so today a limit is a commercial expectation rather than a technical bar, and these terms must not describe a gate that is switched off.]

It follows that you are responsible for:

• Delivering the Activity you sold, safely, competently and as described.
• Your own booking terms and conditions, including your cancellation and refund policy, and making them available to Customers before they book. The Platform can require a Customer to accept them at checkout and will record that acceptance, but that is a setting you switch on, and it is off until you do. Turning it on, keeping the terms behind it current, and making sure a Customer sees them before they pay are yours; the words are yours too.
• Your own privacy notice to your Customers.
• Complying with consumer law, including pre-contract information duties and any cancellation or cooling-off rights that apply to what you sell and where you sell it. Two of those catch this trade in particular, and both are yours to work out: the distance-selling cancellation right and how far the exemption for leisure services supplied on a specified date carries what you sell (it does not obviously carry a gift card); and, if you combine an Activity with travel or accommodation, the package travel rules and the insolvency protection they require. The Platform takes no view on either and does nothing to satisfy them.
• Safety and suitability: risk assessment, staff competence, equipment, supervision, participant screening, and any waiver you choose to use. A waiver captured through the Platform is your document; we record its acceptance, we do not vouch for its enforceability. Note that erasing a Customer, which you may be obliged to do, clears the signatory name and the IP address from their waiver record while leaving the fact of the signature: if you need the identifying evidence for longer, keep it where a data-protection request will not take it away, and be ready to justify doing so.
• Licences, permits, land access and insurance required for your Activities.
• Tax: charging, collecting, reporting and paying whatever is due on your sales.

Complaints, disputes, injuries and claims arising from an Activity are between you and your Customer. We will give reasonable assistance with the records we hold, but we do not adjudicate them.

Customer payments are processed by Stripe. To take payments you must open and maintain a connected Stripe account and accept Stripe's own terms, which are between you and Stripe.

Card details never reach us. Payments are taken on Stripe-hosted pages; the Platform never renders a card field and we never store card numbers.

Payout timing, reserves, verification requirements and account restrictions are matters between you and Stripe under their terms. We cannot release, expedite or override a payout.

Refunds you issue through the Platform are returned by the same route the money arrived: a card payment to the card, account credit to credit, a gift card to that gift card. Refunding a Customer does not by itself refund our commission; see section 6.

Setout charges on two bases: a subscription fee for your plan, and a per-booking commission taken as a platform fee on payments processed through the Platform. The current plans, subscription prices and commission rates are published on our pricing page, and the rates that apply to you are those for the plan you are on.

Subscription fees are billed in advance for the billing period you choose, by the payment method on file, and are non-refundable except where the law requires otherwise. Commission is deducted at the time each payment is processed.

Stripe's own processing fees are charged to your Stripe account and are separate from, and additional to, our Fees.

Fees are stated exclusive of VAT and other applicable taxes, which we will add where we are required to.

[LEGAL/PRODUCT TO SET, all genuinely open: (a) whether commission is refunded when a booking is refunded, and whether that differs for a cancellation within your policy versus a chargeback; (b) notice required before a price change, and the customer's right to terminate on notice of one; (c) consequences of a failed subscription payment: grace period, dunning, suspension, and whether bookings already taken keep working during it; (d) whether the free plan carries any commitment at all.]

You must not use the Platform to:

• Break the law, or sell an Activity you are not lawfully entitled to sell.
• List Activities you cannot deliver, or misrepresent what a Customer is buying, what it costs, or what happens if they cancel.
• Upload content that infringes someone else's rights, or that is unlawful, defamatory or obscene.
• Send marketing through the Platform's messaging without the consent the electronic-marketing rules require (PECR in the UK, the equivalent national implementation in the EU), or use Customer contact details for anything the Customer would not expect from their booking with you. Booking confirmations, reminders and balance requests are service messages and are not affected.
• Put special category data (health, medical or similar information under Art. 9) into the Platform without having established your own Art. 9 condition for it. The intake and profile fields are free-form and will accept it, which is not the same as us handling it for you.
• Interfere with the Platform's security or availability, probe or bypass its access controls, or attempt to reach another operator's data.
• Copy, reverse-engineer or resell the Platform, or use it to build a competing service.
• Circumvent Fees, including by taking a booking through the Platform and settling it outside the Platform to avoid commission.
• Impose an unreasonable load on the API, or ignore the published rate limits.

Security testing. We welcome good-faith reports of vulnerabilities. Do not test against another operator's data or a live Customer's booking. [OPS/LEGAL TO PUBLISH a vulnerability disclosure policy and a security contact address, and to reference it here.]

Setout is API-first: the booking widget is a client of the same public API you can use directly. If you use the API or embed the widget:

• Keep your API keys secret. Keys are scoped, and you are responsible for what is done with yours. Rotate them if they may have been exposed.
• Embeds only run on origins you have allowed. You are responsible for keeping that list accurate: an origin you add is one you have authorised to take bookings as you.
• Rate limits apply, and we may apply them to protect the service for everyone.
• Don't remove or obscure the security controls in the embed, or wrap the checkout in a way that misrepresents who the Customer is buying from.

The public API is versioned. We may add to it at any time. [LEGAL/PRODUCT TO SET the deprecation policy for a breaking change to a published API version (notice period and support window), since operators will build against it.]

For Customer Data, you are the controller and we are your processor. We process it on your documented instructions to provide the Platform, on the terms of the Data Processing Agreement, which forms part of this agreement. Where we process personal data for our own purposes (your staff's accounts, billing, platform security), we act as controller and the Privacy Policy applies.

As controller you are responsible for having a lawful basis for what you collect, for your own privacy notice, for the accuracy of the data, and for answering your Customers' data-protection requests. The Platform provides tools to export and to erase a Customer's data so you can act on such a request.

[LEGAL TO CONFIRM the execution route for the DPA (whether it is incorporated by reference on acceptance of these terms, or signed separately), and to align its liability and indemnity provisions with [section 13](#liability) of this agreement rather than leaving two caps in play.]

We own the Platform: the software, its design, its documentation and the Setout name and marks. Nothing here transfers any of that to you; you get the right to use it under section 3.

You own your Operator Content. You grant us a non-exclusive licence to host, copy, display and transmit it as necessary to run the Platform for you, including showing your listings to Customers and sending your booking terms with a confirmation. That licence ends when the content is removed or your account closes, except for copies retained in backups or where a record must be kept.

Feedback you give us about the Platform may be used freely and without obligation. We will not identify you as its source, or use your name or logo as a reference, without your consent.

We may generate aggregated, anonymised statistics from Platform use to operate and improve the service. These never identify you, your Customers or your business, and we do not publish another operator's figures to you or yours to them. Where that involves Customer Data, it is a purpose of ours and not one of yours, so it is only permitted to the extent the Data Processing Agreement authorises it as a documented instruction, and we act as controller for the anonymised output. [LEGAL TO ALIGN this with the DPA before publication: a processor purpose that lives only in these terms is the classic route to being treated as a controller for it, and the two documents must say the same thing or the clause is worth nothing.]

We work hard to keep Setout available, and bookings run around the clock in season. We may carry out maintenance, and will give advance notice of planned downtime where we reasonably can.

We may change the Platform by adding, altering and occasionally removing features. We will not make a change that materially reduces core functionality you rely on without reasonable notice.

[LEGAL/PRODUCT TO SET whether any uptime commitment or support response target is given, per plan, and what the remedy is if it is missed (service credits or otherwise). None is offered above, and a support target that appears on the pricing page but not here would be the kind of gap that gets argued about.]

We warrant that we will provide the Platform with reasonable skill and care.

Beyond that, and to the extent the law allows, the Platform is provided “as is”: we do not warrant that it will be uninterrupted or error-free, or that it will fit a particular purpose we have not agreed with you. We are not responsible for failures caused by your own systems, your configuration, your internet connection, or a third-party service you have connected, including Stripe.

You warrant that you have the right to sell the Activities you list, that your Operator Content is accurate and lawful, and that you hold the licences, permits and insurance your business requires.

Nothing in this agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for anything owed to a data subject that data-protection law does not permit to be limited by agreement between us, or for anything else that cannot lawfully be limited.

Activities are yours. We are not liable for loss, injury or damage arising from an Activity you deliver, from a dispute with a Customer, or from a refund or chargeback on a payment made to your account.

This agreement runs from when you open your account until it is terminated.

You may terminate at any time by cancelling your subscription; it ends at the close of your current billing period. We may terminate on reasonable written notice, or immediately if you materially breach these terms and do not remedy it within a reasonable period after we ask you to.

We may suspend access without prior notice where there is a serious security risk, where the law requires it, or where continuing would expose us or your Customers to material harm. We will tell you why as soon as we reasonably can, and restore access once the cause is resolved.

On exit, you may export your data through the Platform. After a reasonable retrieval period we will delete or return Customer Data in accordance with the DPA, keeping only what we must for legal or accounting reasons. Fees accrued before termination remain payable.

Sections on intellectual property, liability, data protection, confidentiality and governing law survive termination.

We may update these terms. For a material change we will give [NOTICE PERIOD: LEGAL TO SET] notice by email to your account administrators, and the change takes effect at the end of that period. If you do not accept it, you may terminate before it takes effect. Continuing to use the Platform after that means you accept the updated terms.

• Entire agreement. These terms, the Privacy Policy and the DPA are the whole agreement between us about the Platform, and replace anything said beforehand.
• No partnership. Nothing here makes us partners, joint venturers, or each other's agent or employee.
• Assignment. You may not assign this agreement without our consent. We may assign it to a group company or in connection with a sale of the business.
• Subcontracting. We may use subcontractors and service providers, and remain responsible for what they do for us. For personal data, the DPA's sub-processor terms apply.
• Notices. We will give notice to the email addresses on your account; keep them current. [LEGAL TO SET how you give formal notice to us.]
• Force majeure. Neither of us is liable for a failure caused by something genuinely beyond our reasonable control.
• No waiver. Not enforcing a term does not waive it.
• Severance. If a provision is unenforceable, the rest stands.
• Third parties. Nobody other than you and us has rights under this agreement.

[LEGAL TO SET the governing law and the forum for disputes. This has deliberately been left blank rather than filled with a default.] The choice is not obvious here and should be made rather than inherited: the operating company is expected to be UK-established, the infrastructure runs in Ireland, and operators are expected in both the UK and EU member states. A choice of law does not displace the mandatory consumer-protection rules of an EU operator's own country where those apply.

[LEGAL TO CONSIDER whether a separate, plainer set of terms is needed for a sole trader, who may qualify as a consumer in some jurisdictions even though Setout is sold as a business tool. The entry plan is aimed squarely at solo coaches and guides, which makes this a live question rather than a theoretical one.]

Before starting formal proceedings, we would each rather talk. Contact us at [GENERAL CONTACT EMAIL] and we will try to resolve it.