Spare Chair Terms of Service

Version 1.0. Last updated 29 September 2026.

These terms are a contract between SPARE CHAIR LTD, a company registered in Northern Ireland under number NI715764, whose registered office is at 16 Green Road, Ardglass, Downpatrick, BT30 7UA ("Spare Chair", "we", "us"), and the business that signs up for the Service ("Customer", "you").

The Service is for businesses only. By accepting these terms you confirm that you act for a business and not as a consumer. You also confirm that you have authority to bind that business.

1. Definitions

• Service: the Spare Chair revenue engine, dashboard at app.sparechair.io, APIs, and related support.
• Order: the online sign-up, order form or quote that names your plan, fees, sites and term.
• Booking Platform: a third-party booking system you connect to the Service, such as TIMIFY, Square, Boulevard, SalonIQ or Zenoti.
• Guardrails: the limits you set in the Service. These include which services are included and the maximum discount and increase for each one.
• Recommendation: a price, discount or availability change the Service proposes.
• Autopilot: the mode in which the Service applies Recommendations to your Booking Platform without asking you first.
• Customer Data: data you or your Booking Platform give us about your business, services, prices, staff and bookings.
• Documentation: our help pages and product guides, as updated from time to time.

2. The Service

2.1 We will provide the Service in line with these terms, the Order and the Documentation.

2.2 We may change the Service. We will not make a change that materially reduces its core function during a paid term without giving you at least 30 days' notice. If such a change harms you, you may end the affected Order and get a pro rata refund of prepaid fees for the unused period.

2.3 Some features use machine learning or third-party AI models. Their output is a statistical estimate. It can be wrong.

3. Your prices remain your responsibility

This section is central to how the Service works. Please read it carefully.

3.1 You set the Guardrails. Before any Recommendation is applied, you must check the Guardrails for each service you include. The Service will not apply a price outside your Guardrails, or outside our own fixed system limits, whichever is tighter.

3.2 You choose the mode. You can use the Service in approval mode, where you approve or reject each Recommendation, or in Autopilot. Autopilot is off until you switch it on. You can switch Autopilot off, switch off pricing, or exclude any service, at any time from the dashboard. You can also roll back a change the Service has applied.

3.3 You can override. You can change or reverse any price directly in your Booking Platform or in the dashboard. If you do not want the Service to change a price you have set by hand, exclude that service in the dashboard.

3.4 You remain the seller. You decide your prices. You are responsible for the prices shown to and charged to your clients. This includes compliance with consumer law on price display, promotions and "was" or reference prices, and any obligations to your staff, franchisees or landlords that depend on price.

3.5 Check your settings. You must review your Guardrails when you first connect and whenever your services, costs or staffing change. You must check the change log in the dashboard at least weekly while Autopilot is on.

3.6 Tell us fast. If you see a price or discount that looks wrong, pause the Service and tell us at team@sparechair.io straight away. We will investigate, and where the error was caused by the Service we will help you reverse it.

3.7 Existing bookings. Changes apply to future availability only. We do not change the price of a booking already made. You decide whether to honour any price a client booked while an error was live.

4. No guaranteed results

4.1 The Service aims to help you fill quiet slots and earn more. We do not promise any increase in revenue, bookings, occupancy or profit.

4.2 Any figures in our marketing, sales material, demos, case studies or forecasts are examples or estimates. They are not a promise and do not form part of this contract unless written into an Order as a firm commitment signed by a director of Spare Chair.

4.3 Results depend on things outside our control. These include your market, your staff, your clients, your Booking Platform and your Guardrails.

5. Booking Platforms

5.1 The Service works by connecting to your Booking Platform through that platform's official interface. Your use of the Booking Platform is governed by your own contract with its provider. We are not a party to it and are not responsible for it.

5.2 You authorise us to read your data from, and write price, service and availability changes to, your Booking Platform account, within your Guardrails. You confirm that your Booking Platform contract allows you to give us that access.

5.3 A Booking Platform may change, limit, suspend or withdraw its interface, or end its relationship with us. If that happens, part or all of the Service may stop working for that platform. We will tell you as soon as we reasonably can. We will try to find a workaround, but we do not promise one.

5.4 If a Booking Platform withdraws access permanently and we cannot restore the Service within 30 days, either of us may end the affected Order. We will refund prepaid fees for the unused period. That refund is your only remedy for the withdrawal.

5.5 We are not responsible for outages, errors, data loss or changes caused by a Booking Platform.

6. Your obligations

6.1 You must:

• keep your login details secure and tell us about any unauthorised use;
• give us accurate information about your services, sites and costs;
• keep your Booking Platform account active and in good standing;
• comply with our Acceptable Use Policy; and
• comply with laws that apply to your business.

6.2 You are responsible for everyone you allow to use your account.

7. Fees and payment

7.1 You will pay the fees in the Order. Fees are in pounds sterling and exclude VAT, which you will pay on top.

7.2 Unless the Order says otherwise, we invoice monthly in advance and invoices are due within 14 days.

7.3 If you do not pay on time, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend the Service under clause 11 after giving you at least 7 days' written notice.

7.4 We may change our fees at renewal by giving you at least 30 days' notice before the renewal date.

8. Data

8.1 You own Customer Data. You give us a licence to use it to provide, support, secure and improve the Service.

8.2 We may use Customer Data in aggregated form that does not identify you, your clients or your staff, to improve our models and the Service. We will not sell Customer Data or disclose your prices or performance to other customers in a way that identifies you.

8.3 Where we process personal data for you, our Data Processing Agreement applies and forms part of these terms. Our Privacy Policy explains how we handle personal data as a controller.

8.4 We keep a log of every change the Service makes to your Booking Platform. You can view it in the dashboard.

9. Intellectual property

9.1 We and our licensors own the Service, the software, models, Documentation and all improvements to them. Nothing in these terms transfers those rights to you.

9.2 We give you a non-exclusive, non-transferable right to use the Service for your internal business purposes during the term.

9.3 If you give us feedback, we may use it freely without paying you.

9.4 We will defend you against a third-party claim that your authorised use of the Service infringes that party's UK intellectual property rights. We will pay damages finally awarded against you on that claim. This applies only if you tell us promptly, let us control the defence, and give us reasonable help. It does not apply to claims caused by Customer Data, your Booking Platform, or your changes to the Service. If such a claim arises, we may modify the Service, get you a licence, or end the Order and refund prepaid fees for the unused period.

10. Confidentiality

Each party will keep the other's confidential information secret and use it only for this contract. This does not apply to information that is public, already known to the recipient, independently developed, or which must be disclosed by law. This clause lasts for 3 years after the contract ends.

11. Suspension

11.1 We may suspend all or part of the Service, with notice where practical, if:

• you do not pay undisputed fees after the 7-day notice in clause 7.3;
• you breach the Acceptable Use Policy;
• we reasonably believe the Service is making incorrect changes to your Booking Platform, and suspension is needed to prevent loss;
• a Booking Platform requires us to stop; or
• we must do so to comply with law or to protect the security of the Service.

11.2 We will limit any suspension to what is reasonably needed and restore the Service as soon as the reason ends.

12. Term and termination

12.1 The contract starts when you accept these terms and runs for the term in the Order. Unless the Order says otherwise, it renews for the same period unless either party gives at least 30 days' notice before the end of the current term.

12.2 Either party may end the contract by written notice if the other:

• materially breaches it and does not fix the breach within 30 days of notice; or
• becomes insolvent, enters administration or liquidation, or stops trading.

12.3 On a monthly plan, you may end the contract at any time by telling us at team@sparechair.io. It ends at the end of the current billing month.

12.4 When the contract ends:

• the Service stops making changes to your Booking Platform straight away;
• we will switch off the price variants the Service created, where the Booking Platform allows it, or give you the information you need to do so yourself;
• you may ask us for a copy of your Customer Data and change log within 30 days after the end date. After that we will delete Customer Data within 90 days, except where law requires us to keep it or it is held in backups that are overwritten in the normal cycle; and
• you must pay all fees due up to the end date. Prepaid fees are not refunded unless these terms say otherwise.

12.5 Clauses that by their nature should survive termination will survive. These include clauses 8, 9, 10, 13, 14 and 16.

13. Warranties

13.1 We warrant that we will provide the Service with reasonable skill and care, and that the Service will perform materially in line with the Documentation.

13.2 If we breach clause 13.1, we will use reasonable efforts to fix the problem promptly. If we cannot fix it within 30 days, you may end the affected Order and get a refund of prepaid fees for the unused period.

13.3 Except as set out in these terms, we give no other warranties. All terms implied by statute or common law are excluded to the extent the law allows. We do not warrant that the Service will be error-free or uninterrupted, or that any Recommendation is optimal.

13.4 We do not promise any level of availability unless an Order includes a service level agreement.

14. Limitation of liability

14.1 Nothing is excluded that cannot be. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law. It also does not limit your duty to pay fees.

14.2 Excluded losses. Subject to clause 14.1, neither party is liable for:

• loss of profits, revenue, bookings or anticipated savings;
• loss of goodwill or reputation;
• loss or corruption of data, except as set out in clause 14.4; or
• any indirect or consequential loss,

in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise.

14.3 Cap. Subject to clauses 14.1 and 14.4, each party's total liability arising out of or in connection with this contract, in any 12-month period, is limited to the greater of (a) the fees paid and payable by you in the 12 months before the event giving rise to the claim, and (b) £5,000.

14.4 Pricing errors. If a defect in the Service (not your Guardrails, your settings, your Booking Platform or your own changes) causes the Service to apply a price outside your Guardrails, then despite clause 14.2 we will be liable for the direct difference between the Guardrail price and the price charged on bookings made while the error was live, up to the cap in clause 14.3. You must take reasonable steps to limit the loss, including pausing the Service when you notice the error.

14.5 Why these limits are fair. You set the Guardrails and choose whether to use Autopilot. You can pause or override the Service at any time. Our fees are set on the basis of these limits. You can buy your own business interruption insurance. Both parties agree these limits are reasonable under the Unfair Contract Terms Act 1977.

14.6 Time limit. A claim must be notified in writing within 12 months of the date you became aware, or should reasonably have become aware, of the facts giving rise to it.

15. Changes to these terms

We may update these terms. We will give you at least 30 days' notice of a material change. The change applies from your next renewal. If you do not agree, you may give notice not to renew.

16. General

16.1 Entire agreement. These terms, the Order, the Acceptable Use Policy and the Data Processing Agreement are the whole agreement between us. Each party confirms it has not relied on any statement, promise or representation not set out in them. This does not limit liability for fraud.

16.2 Order of precedence. If documents conflict, this order applies: the Order, the Data Processing Agreement, these terms, the Acceptable Use Policy.

16.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This includes a Booking Platform or cloud provider outage, but does not excuse payment.

16.4 Assignment. You may not transfer this contract without our consent. We may transfer it to a buyer of all or most of our business, or to a group company, on notice.

16.5 Subcontractors. We may use subcontractors. We remain responsible for them.

16.6 Notices. Notices must be in writing and sent by email to the address in the Order, or for us to team@sparechair.io.

16.7 Third parties. No one else has rights under this contract under the Contracts (Rights of Third Parties) Act 1999.

16.8 Severance. If a court finds part of these terms invalid, the rest still applies.

16.9 Waiver. A delay in enforcing a right is not a waiver of it.

16.10 Governing law and courts. These terms and any dispute about them, including non-contractual disputes, are governed by the law of Northern Ireland. The courts of Northern Ireland have exclusive jurisdiction.

Contact

SPARE CHAIR LTD, 16 Green Road, Ardglass, Downpatrick, BT30 7UA. Email: team@sparechair.io.