Terms of service

These Terms of Service ("Terms") form a binding agreement between Steven Holmes, trading as mrkup.pro from 53a Main Street, Shadwell, Leeds, LS17 8HQ (a UK sole trader; "mrkup.pro", "we", "us" or "our") and the person or organisation that signs up for or uses the Service ("you" or "Customer").

By creating an account, ticking "I accept", or using the Service, you agree to these Terms. If you're agreeing on behalf of an organisation you confirm you have authority to bind it.

The Service is intended for business use only. It is not a consumer service and the consumer protections in the Consumer Rights Act 2015 do not apply.

1. The Service

"Service" means the mrkup.pro web application at mrkup.pro, including the project dashboard, floorplan upload and AI room-detection, the markup canvas, the rules engine, quote generation and PDF export, plus any related documentation and APIs we make available.

We may improve, change or remove features from time to time. If a change materially reduces the functionality of a paid plan, we'll give you reasonable notice and, where appropriate, a pro-rated refund (see section 6).

2. Accounts

To use the Service you need to register for an account. You agree to:

• Provide accurate and current information when you sign up.
• Keep your password and any access credentials confidential.
• Be responsible for everything that happens under your account, including the actions of users you invite.
• Tell us promptly at contact@mrkup.pro if you suspect unauthorised access.

You must be at least 18 years old to create an account. The Service is not intended for use by children.

If you sign up using an email address from a domain you don't control, the organisation that owns that domain may, on producing reasonable evidence, take over administrative control of the account.

3. Plans, free use and paid use

The Service is offered on a freemium basis:

• Free plan. Limited features, usage caps (including a monthly quota for AI room-detection scans) and a limited number of active projects. We may change the limits of the free plan at any time on reasonable notice.
• Paid plans. Higher limits, additional features, and the commercial terms in section 6. Plan tiers and pricing are shown on our pricing page or in an order form, which is incorporated into these Terms by reference.

We may offer trials, beta features or early-access programmes. Beta features are provided "as is", may be discontinued or significantly changed without notice, and may carry separate terms which we'll flag at the time.

4. Acceptable use

You agree not to:

• Use the Service in breach of any law, regulation or third-party right.
• Upload content you don't have the right to upload, including floorplans subject to NDAs you can't extend to your service providers.
• Upload content that contains malware, exploits, or attempts to interfere with the Service.
• Reverse-engineer, decompile, or attempt to extract the source code of the Service, except to the extent permitted by law.
• Resell, sublicense, white-label, or otherwise commercially exploit the Service unless we've agreed in writing.
• Use the Service to build a competing product, or use any AI outputs we generate as training data for a competing model.
• Use the Service to send spam, harass anyone, or to process special category personal data, criminal records data, or data about children.
• Probe, scan, or load-test the Service without our written permission.
• Bypass usage limits, rate limits, or AI-quota controls (for example by creating multiple free accounts to circumvent the free-plan AI-scan cap).

We may suspend or terminate accounts that breach these rules, with or without notice depending on severity (see section 11).

5. Customer Data and AI processing

"Customer Data" means everything you upload to the Service or generate inside it: floorplans, project metadata, customer details, manufacturer configurations, products, rules, quote outputs and audit logs.

Ownership. As between you and us, you own all rights in your Customer Data. We claim no ownership over it.

Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display your Customer Data, and to send floorplan content to a third-party AI service provider acting as our sub-processor, solely to provide and improve the Service for you, to keep it secure, and to comply with the law. This licence ends when you delete the data or terminate your account, subject to the retention windows in our Privacy Policy.

No training on your data. We do not use your Customer Data to train machine-learning models, and we instruct our AI sub-processor not to use it for their model training either.

AI outputs. Room labels, suggested dot placements, generated quotes and other outputs produced by the AI and rules engine ("Outputs") are provided to you to use in your business. AI outputs can be wrong — for example, the AI may misidentify a room or miscount fixtures. You are responsible for reviewing every Output before relying on it, and for the final accuracy of any quote you send to your customer. We make no warranty that Outputs are correct, complete, or fit for any purpose.

Data protection. Where Customer Data includes personal data and we process it on your behalf, you are the controller and we are the processor. Our Data Processing Addendum (DPA) is incorporated into these Terms by reference for paid plans, and is available on request for free-plan users. The DPA includes the international transfer safeguards required by UK GDPR.

6. Payment, billing and refunds (paid plans only)

This section applies if you're on a paid plan.

Fees. You agree to pay the fees for your plan as set out on our pricing page or in your order form. Fees are quoted in £ GBP and are exclusive of VAT, which we'll add where applicable.

Billing cycle. Subscriptions renew automatically at the end of each billing period (monthly or annually, depending on the plan you chose) until you cancel. We charge your payment method at the start of each period.

Payment processor. Card payments are handled by our payment processor. By providing card details, you authorise us and the processor to charge the amounts due.

Failed payment.If a charge fails we'll retry. If we still can't collect after a reasonable period, we may downgrade the account to the free plan or suspend it.

Cancellation.You can cancel any time from your account settings. Cancellation takes effect at the end of the current billing period — you keep paid features until then. We don't pro-rate cancellations of monthly plans.

Annual plans.If you cancel an annual plan part-way through, you keep paid features until the end of the term, and we don't refund the unused portion unless required by law.

Refunds.We don't offer refunds except where required by law, where we materially breach these Terms, or at our discretion. If you think you've been billed in error, contact contact@mrkup.pro within 30 days of the charge.

Price changes.We may change prices from time to time. We'll give at least 30 days' notice of any price increase that affects your plan, and the new price will apply from your next renewal. If you don't accept the new price you can cancel before it takes effect.

Taxes. You are responsible for any sales taxes, VAT, withholding taxes, or duties imposed on your use of the Service, except for taxes on our income.

7. Intellectual property

We own (or are licensed to use) all rights in the Service itself, including its software, design, trademarks, logos and documentation. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes during the term of your subscription.

Nothing in these Terms transfers any of our IP to you. You don't get a licence to our trademarks except for factual references (e.g. saying "we use mrkup.pro").

If you give us feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction. We won't identify you as the source without your permission.

8. Confidentiality

Each of us may receive confidential information from the other. Each of us agrees to:

• Use the other's confidential information only to perform under these Terms.
• Protect it with at least the same care we use for our own confidential information, and never less than reasonable care.
• Disclose it only to staff, contractors and advisers who need it and are under equivalent confidentiality obligations.

This doesn't apply to information that's public through no fault of the recipient, was already known, was independently developed, or has to be disclosed by law (in which case the recipient gives prompt notice if legally allowed).

Customer Data is your confidential information. The structure, design and non-public functionality of the Service is our confidential information.

9. Service levels and availability

We work hard to keep the Service available, but we don't promise uninterrupted access. We may need to take the Service down for maintenance, security, or other reasons. Where reasonably possible we'll give advance notice of planned downtime.

We may offer formal uptime commitments for higher-tier paid plans in a separate Service Level Agreement; in the absence of an SLA, the Service is provided on a reasonable-efforts basis.

10. Warranties and disclaimers

We warrant that we have the right to provide the Service to you and that we'll perform with reasonable skill and care.

To the fullest extent permitted by law, all other warranties are excluded. That includes, in particular, any implied warranties of merchantability, fitness for a particular purpose, accuracy of AI Outputs, and non-infringement. The Service and any Outputs are provided "as is" and "as available".

We don't warrant that the AI room-detection or rules engine will produce correct results. You are solely responsible for verifying every quote, dot placement, bill of materials and price before sending it to your customer or relying on it commercially.

We don't warrant that the Service is error-free, that defects will be fixed in a particular timeframe, or that it will meet any specific business requirement.

11. Suspension and termination

By you. You can stop using the Service and delete your account at any time from account settings. For paid plans, see section 6 for billing implications.

By us, for cause.We may suspend or terminate your access immediately if you breach section 4 (Acceptable use) or section 5 (Customer Data and AI processing), if we're required to by law, or if your account presents a security or legal risk. We'll let you know unless doing so would itself be unlawful or unsafe.

By us, for convenience.We may terminate a free account for any reason on 30 days' notice. We may terminate a paid subscription at the end of its current term on 30 days' notice; if we terminate part-way through a paid term for convenience, we'll refund any prepaid fees for the unused portion.

Effect of termination.Your right to use the Service ends. We'll keep your Customer Data available for export for at least 30 days after termination (subject to a paid account being in good standing or a free account not being terminated for cause), then delete it in line with our Privacy Policy. Sections that by their nature should survive — including 5 (licence to us, AI outputs), 6 (sums owed up to termination), 7, 8, 10, 12, 13 and 14 — will survive.

12. Liability

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) anything else that can't be limited or excluded under English law.

Subject to that:

• Neither party is liable for indirect, consequential, special, incidental or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, or data (other than the cost of restoring data from your most recent backup).
• Each party's total aggregate liability under or in connection with these Terms in any 12-month period is capped at the greater of (i) £100, or (ii) the total fees you paid us in the 12 months immediately before the event giving rise to the claim.

This cap reflects the freemium / SaaS nature of the Service. If you need a higher cap, contact us at contact@mrkup.pro about an enterprise agreement.

13. Indemnity

You'll indemnify us against any claim, loss, liability and reasonable cost (including legal fees) arising from:

• Your Customer Data infringing a third-party right or breaching the law.
• Your breach of section 4 (Acceptable use).
• Your use of an AI Output without proper review (for example, sending a quote to a customer that turned out to be wrong).

We'll defend you against any claim that your authorised use of the Service infringes a third party's UK intellectual property rights, and pay damages and reasonable costs finally awarded against you (or agreed in settlement). This doesn't apply to claims arising from your Customer Data, your modifications to the Service, your use of the Service in breach of these Terms, or your combining the Service with anything we didn't provide.

14. General

Notices.We'll give you notices in-app or by email to the address on your account. You give us notices to contact@mrkup.pro.

Assignment.You can't assign these Terms without our written consent. We can assign them to an affiliate or to a successor in the context of a merger, acquisition or sale of substantially all our assets.

Subcontractors. We can use subcontractors and sub-processors. We remain responsible for their performance.

Entire agreement. These Terms, the Privacy Policy, the DPA (where it applies), and any order form are the entire agreement between us on this subject and replace any earlier discussions.

No waiver.A failure to enforce a right isn't a waiver of it.

Severability. If any part of these Terms is unenforceable, the rest stays in force.

No partnership or agency. Nothing in these Terms makes us partners, joint venturers or agents of each other.

Force majeure. Neither party is liable for delays or failures caused by events outside their reasonable control.

Governing law and jurisdiction. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute, except that we may seek injunctive relief in any court with competent jurisdiction to protect our IP or confidential information.

Changes to these Terms.We may update these Terms from time to time. If a change is material we'll give at least 14 days' notice by email or in-app before it takes effect. If you keep using the Service after the change takes effect, you accept the new Terms. If you don't accept them you can cancel before they take effect.

15. Contact

Steven Holmes, trading as mrkup.pro
53a Main Street, Shadwell, Leeds, LS17 8HQ
Email: contact@mrkup.pro