Terms of Service

Prooff is a web-based project portal for contractors and their clients. It provides a shared workspace for estimates, schedules, progress reports, variations, documents and related communication (the “Service”).

Prooff is a record-keeping and collaboration tool. It is not a party to your construction contract. Nothing in the Service constitutes legal, engineering, surveying, accounting or tax advice.

1.1 Approvals recorded in Prooff

When a user approves an estimate, a variation, a schedule or a document in Prooff, the Service records that a specific user performed that action at a specific time. That record is evidence of what happened inside the Service.

Whether such an approval creates, varies or discharges an obligation between you and your counterparty is determined exclusively by your own contract and by applicable law — not by these Terms and not by the Service. You are responsible for agreeing with your counterparty how in-app approvals relate to your contract, and for obtaining any signature, notice or formality your contract or the law requires.

2.1 Business use only. The Service is offered for professional and business use. It is not intended for consumers, and you confirm you are using it in the course of a trade, business or profession.

2.2 Age. You must be at least 18 years old to use the Service.

2.3 Account security. You are responsible for keeping account credentials confidential and for all activity under your account and your Entity. Notify us at support@prooff.app without undue delay if you suspect unauthorised access.

2.4 Accuracy. You agree to provide accurate account and billing information and to keep it current.

3.1 Entities. The Service is organised around Entities— the workspace that represents your company in Prooff. The person who creates an Entity, and anyone they designate as an administrator, controls that Entity’s settings, membership, roles and content.

3.2 Authorised Users. You may invite employees, contractors and other individuals to your Entity (“Authorised Users”), subject to the seat limits of your plan. You are responsible for your Authorised Users’ compliance with these Terms, and their acts and omissions in the Service are treated as your own.

3.3 Project participants. The Service allows you to grant access to your own clients, consultants and other project participants. You are responsible for deciding who receives access, what they can see, and for having a lawful basis to share the relevant information with them. Prooff enforces the access rules you configure; it does not decide who ought to have access.

3.4 Roles and permissions. Permissions in the Service (including approval rights and visibility of commercial data) are configured by you. We are not responsible for consequences arising from permissions you have granted, changed or failed to revoke.

4.1 Plans. The Service is offered on several plans — Free, Pro, Business and Enterprise — with different limits on projects, users, storage and features. Current plan limits and prices are published on our pricing page and shown inside the Service.

4.2 Billing cycles. Pro and Business are available on a monthly or an annual subscription. Annual subscriptions are charged in advance for twelve months at a discount to the monthly rate. Whichever cycle you choose, the subscription renews automatically at the end of each period at the then-current price until you cancel.

4.3 Free trial. New Entities may receive a free trial of 14 days on paid plan features. No payment is taken during the trial. At the end of the trial, unless a paid subscription has started, the Entity moves to the free plan and any usage above the free plan’s limits becomes read-only (see clause 5.3).

4.4 Free plan. A free plan is available with reduced limits and watermarked exports. We may change the free plan’s limits at any time.

4.5 How you pay. A subscription is bought in one of two ways:

• Online checkout. Our order process and payments are handled by our online reseller Paddle.com Market Ltd (“Paddle”), which acts as the merchant of record. Paddle sells you the subscription, charges your payment method, issues the receipt, and appears on your bank or card statement. Your purchase is additionally subject to Paddle’s Buyer Terms, presented at checkout. Paddle is not a party to these Terms and is not responsible for the Service, which is licensed to you by us.
• Invoice and bank transfer. Where we agree it with you, we invoice you directly and you pay by bank transfer. Unless the invoice says otherwise, it is payable within 14 days of its date.

Payment, tax and billing enquiries go to admin@prooff.app, or through Paddle for purchases made at its checkout.

4.6 Currency and taxes. Prices are stated in US dollars and exclude applicable taxes. For purchases through Paddle, Paddle determines, charges and remits any VAT, sales tax or equivalent due in your jurisdiction, and shows it at checkout. On invoices we issue ourselves, applicable taxes are added to the invoice and, if you are required by law to withhold any amount, you will gross up the payment so that we receive the full invoiced amount.

4.7 Failed or late payment. If a renewal payment fails, or an invoice remains unpaid after its due date, we may suspend paid features after a grace period of 10 days, during which the Service notifies your Entity’s administrators. After the grace period the Entity moves to the free plan: your content is retained and remains accessible within the free plan’s limits, but usage above those limits becomes read-only. We do not delete content for non-payment.

4.8 Price changes. We may change our prices at any time. A price change never applies retrospectively to a subscription period you have already paid for — it takes effect from your next renewal. If you do not accept a new price, move to the free plan before that renewal.

4.9 Ending a paid subscription. You manage this yourself: on the plans page in the Service, switch your Entity to the Free plan, or write to admin@prooff.app. Your paid plan then runs to the end of the period you have already paid for and does not renew. Clause 5.3 explains what happens to usage above the free plan’s limits after that.

4.10 Refunds. Refunds are governed by our Refund Policy, which forms part of these Terms. In summary: the first payment on a plan is refundable within 14 days on request, an automatic renewal is refundable within 14 days if you have not used the Service since it was charged, and we do not refund the unused part of a period you have cancelled.

5.1 Plan limits. Your plan sets limits on the number of active projects, Authorised Users and total stored data. The Service enforces these limits.

5.2 Storage. Storage limits apply to all files you and your project participants upload. If you exceed your storage limit, new uploads are blocked until you delete content or upgrade.

5.3 Read-only state. Where you exceed a limit after a downgrade or the end of a trial, we do not delete anything: the excess content becomes read-only until you return within your plan’s limits or upgrade.

5.4 Reasonable use. You may not use the Service in a way that places an unreasonable or disproportionate load on our infrastructure, or that is designed to circumvent plan limits (including by creating multiple Entities to obtain additional free allowances).

You agree not to, and not to permit any Authorised User or project participant to:

• (a) upload, store or transmit anything unlawful, defamatory, obscene, or infringing anyone’s intellectual property, privacy or other rights;
• (b) upload malware, or any file designed to damage, disable or gain unauthorised access to any system;
• (c) attempt to gain unauthorised access to the Service, other customers’ data, or our underlying infrastructure, including by probing, scanning or testing the vulnerability of any system without our prior written consent;
• (d) interfere with or disrupt the integrity or performance of the Service, including by automated scraping, load generation or denial-of-service activity;
• (e) copy, modify, translate, reverse-engineer, decompile or create derivative works of the Service or any part of it, except to the extent this restriction is prohibited by mandatory law;
• (f) resell, sublicense, rent or provide the Service to third parties as a service bureau, or use it to build a competing product;
• (g) use the Service to send unsolicited bulk communications, or to send communications that misrepresent their sender;
• (h) upload special categories of personal data (such as health data, biometric data, or data revealing racial or ethnic origin, political opinions, religious beliefs or trade union membership), payment card numbers, or government-issued identity documents, unless strictly necessary for the project and lawful — the Service is not designed for such data;
• (i) remove, obscure or alter any watermark, attribution or notice generated by the Service; or
• (j) use the Service in violation of any applicable export control or sanctions laws, or make it available to any person subject to such sanctions.

We may investigate suspected breaches of this clause and may remove content or suspend access as described in clause 12.

7.1 What we use AI for. Some features — including import of estimates from Excel and PDF files — send the content you provide to a third-party AI model provider so that it can be structured into the Service’s format. The current provider is listed in our Privacy Policy.

7.2 No training on your content. Under our agreement with the provider, content sent through these features is not used to train AI models.

7.3 Output is a draft, not a result. AI output can be incomplete, inaccurate or wrong, including in numbers, quantities, units and prices. You must review and verify every AI-generated result before relying on it, sending it to a client, or using it in any commercial or contractual context. We give no warranty as to the accuracy of AI output, and we are not liable for any loss arising from unverified reliance on it.

7.4 Your rights in the input. You confirm that you have the right to submit the files you upload to these features.

7.5 Turning it off. AI features are optional. If you do not want your content processed this way, do not use them; contact us at support@prooff.app if you need them disabled for your Entity.

8.1 Ownership. You keep all rights in the data, files, images, text and other material you and your project participants put into the Service (“Customer Content”). We claim no ownership of it.

8.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and process Customer Content solely to provide, secure, maintain and support the Service for you, and to comply with law. This licence ends when the content is deleted, subject to backups expiring on their normal schedule.

8.3 Your responsibility. You are responsible for Customer Content, for having the rights and lawful basis to upload and share it, and for its accuracy. You confirm that you have the necessary rights and permissions in relation to any personal data of your employees, clients and other individuals that you put into the Service.

8.4 We do not monitor. We do not review Customer Content in the ordinary course. We may access it only as described in clause 8.5.

8.5 When we access your content. Our personnel access Customer Content only: (a) with your instruction or permission, for example to resolve a support request; (b) where strictly necessary to investigate a security incident, abuse, or a technical fault affecting the Service; or (c) where required by law. Such access is limited to personnel who need it and who are bound by confidentiality obligations.

8.6 Export and deletion. You can export and delete your content through the Service at any time. See clause 12.5 for what happens when your subscription ends.

The Service, including its software, design, interface, documentation, and the Prooff name and logo, is owned by us and protected by intellectual property law. Subject to these Terms and payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription for your internal business purposes. All rights not expressly granted are reserved.

Feedback. If you send us suggestions or feedback, we may use them without restriction or obligation to you. Feedback is given voluntarily and is not confidential.

Each party may receive non-public information of the other. The receiving party will use it only to perform this agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (in which case, where lawful, the receiving party will give notice first). Customer Content is your confidential information.

11.1 Availability. We aim to keep the Service available and will use commercially reasonable efforts to do so. We do not commit to a specific uptime percentage on our standard plans. A service level agreement may be agreed with us separately in writing.

11.2 Maintenance. We may perform maintenance that temporarily interrupts the Service. Where planned maintenance is likely to cause material disruption, we will give advance notice where reasonably practicable.

11.3 Dependencies. The Service depends on third-party infrastructure (hosting, database, email delivery, AI providers). Interruptions caused by those providers are outside our direct control, and we address them as described in clause 11.1.

11.4 Support. Support is provided by email at support@prooff.app during business hours in the United Arab Emirates. We aim to respond within two business days.

11.5 Changes to the Service. We may add, change or remove features at any time. If we remove or materially degrade a feature you rely on during a paid subscription period, you may terminate the affected subscription and receive a refund of the unused portion of the fees you have paid.

12.1 Term. These Terms apply from the moment you first use the Service and continue until all your subscriptions and accounts are terminated.

12.2 Your right to terminate. You can end a paid subscription yourself by switching your Entity to the Free plan, as described in clause 4.9, and you can ask us to close the Entity altogether by writing to admin@prooff.app. Ending a paid subscription takes effect at the end of the current paid period; clause 4.10 and the Refund Policy apply to fees already paid.

12.3 Our right to terminate. We may terminate your subscription for convenience on 30 days’ written notice, refunding the unused portion of any fees you have paid.

12.4 Suspension and termination for cause. We may suspend or terminate access immediately, with notice where lawful and practicable, if:

• (a) you materially breach these Terms — including clause 6 — and, where the breach can be cured, fail to cure it within 14 days of notice;
• (b) your use poses a security risk to the Service or to others, or is likely to expose us or another party to legal liability; or
• (c) payment remains outstanding as described in clause 4.7.

Where the risk allows, we prefer to suspend the specific content or user at fault rather than the whole Entity.

12.5 What happens to your data. On termination of your Entity’s subscription:

• your content remains available for export for at least 30 days;
• after that 30-day period, your content may be deleted from our systems;
• deleted content is removed from encrypted backups as those backups expire on their normal rotation schedule (currently within 7 days), after which it cannot be recovered;
• we retain records we are legally required to keep — such as invoices and tax records — for the retention periods set out in our Privacy Policy.

You may ask us to delete your content sooner: see the deletion request process in our Privacy Policy.

12.6 Survival. Clauses 8.1, 9, 10, 13, 14, 15, 17 and 18 survive termination.

We warrant that we will provide the Service with reasonable care and skill and in accordance with these Terms.

Otherwise, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that it will meet your requirements.

We do not warrant the accuracy, completeness or legal sufficiency of any content, calculation, export, document or AI output produced through the Service. You remain responsible for reviewing anything you rely on or send to a third party.

14.1 Excluded losses. To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill, contracts or opportunity, however arising.

14.2 Data. We are not liable for loss or corruption of Customer Content to the extent it results from your own acts or omissions, or from your failure to maintain your own copies of material you cannot afford to lose.

14.3 Cap. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence) or otherwise, is limited to the greater of: (a) the fees you actually paid to us in the 12 months immediately before the event giving rise to the claim; or (b) USD 100.

14.4 Carve-outs. Nothing in these Terms limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited by law. Your obligation to pay fees due, and your liability under clause 15, are not subject to clause 14.3.

14.5 Allocation of risk. You acknowledge that the fees for the Service reflect this allocation of risk, and that we would not provide the Service on these terms without it.

You will defend and indemnify us against claims, damages, losses and reasonable costs (including legal fees) arising from: (a) Customer Content, including any claim that it infringes a third party’s rights or was shared unlawfully; (b) your breach of clause 6 (Acceptable use); or (c) a claim brought by one of your Authorised Users, clients or project participants arising from your use of the Service, except to the extent the claim results from our own breach of these Terms.

We will notify you of any such claim, give you reasonable control of the defence, and provide reasonable cooperation at your cost. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent.

Our handling of personal data is described in our Privacy Policy.

Where we process personal data on your behalf as a processor — which is the case for personal data contained in Customer Content — our Data Processing Addendum applies and forms part of these Terms. You do not need to sign it separately; it is incorporated by this reference.

17.1 Governing law. These Terms and any dispute arising out of them or the Service are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, without regard to conflict-of-law rules.

17.2 Good-faith resolution first. Before starting proceedings, the parties will try to resolve the dispute by discussion between senior representatives for 30 days after written notice of the dispute is given.

17.3 Courts. If the dispute is not resolved within that period, the courts of Dubai, United Arab Emirates have exclusive jurisdiction, and each party submits to that jurisdiction.

17.4 Mandatory local rights. If you are located in a jurisdiction whose mandatory consumer or data protection law gives you rights that cannot be excluded by agreement, nothing in these Terms limits those rights.

18.1 Changes to these Terms. We may update these Terms at any time. The updated version takes effect when it is published on this page, and the “last updated” date at the top always shows which version is in force. It is your responsibility to check this page from time to time. Your continued use of the Service after an update means you accept it; if you do not accept it, stop using the Service and cancel your subscription. A change to these Terms never applies retrospectively to a dispute that arose before it was published, and clause 4.8 governs price changes.

18.2 Assignment. You may not assign or transfer these Terms without our written consent, which will not be unreasonably withheld. We may assign or transfer these Terms, in whole or in part, to an affiliate or to a successor entity in connection with a reorganisation, incorporation, merger, acquisition or sale of assets, on notice to you.

18.3 Subcontractors. We may use subcontractors and third-party providers to deliver the Service, and we remain responsible for their performance. Providers that process personal data are listed in our Data Processing Addendum.

18.4 Notices. Notices to you are given by email to your Entity’s administrators or by notice inside the Service. Notices to us are given by email to admin@prooff.app. Notices are deemed received on the next business day after sending.

18.5 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, industrial action, epidemics, government action, internet or power failures, and failures of third-party infrastructure providers. This does not excuse an obligation to pay amounts already due.

18.6 Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Addendum, and any order form or invoice we have both agreed, are the entire agreement between us about the Service, and replace any earlier discussions or representations. Neither party relies on any statement not set out in these documents. Any purchase order terms or standard terms you issue have no effect.

18.7 No waiver. A failure to enforce a right is not a waiver of it.

18.8 Severability. If a provision is found invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if that is not possible, and the rest remains in force.

18.9 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

Questions about these Terms, and any formal notice, go to admin@prooff.app. Anything about using the product goes to support@prooff.app.

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