1. Agreement

These Terms of Service ("Terms") govern your use of the ConsultOnline platform operated by PNPR Ltd (Company No. 08357874), registered at 14 Lannesbury Crescent, St. Neots, Cambridgeshire, PE19 6AF ("we", "us", "our"). By accessing or using the platform, you ("the Client") agree to be bound by these Terms. Together with any applicable Data Processing Agreement, these Terms constitute the entire agreement between the parties.

2. The service

ConsultOnline is a software-as-a-service platform that enables organisations to create, manage, and analyse public consultations. The platform includes tools for surveys, interactive maps, document sharing, analytics, stakeholder management, and other consultation features.

3. Accounts

You must provide accurate and complete information when creating an account.
You are responsible for maintaining the security of your account credentials.
You must notify us immediately of any unauthorised use of your account.
We reserve the right to suspend or terminate accounts that violate these Terms.

4. Payment terms

Fees are as set out in the applicable consultation package or as otherwise agreed in writing between the parties.
Invoices are payable within 30 days of the date of issue.
All fees are exclusive of VAT, which will be added at the prevailing rate where applicable.
PNPR Ltd reserves the right to suspend access to the platform where payments remain overdue by more than 14 days.
Fees are non-refundable except where required by law.

5. Acceptable use

You agree not to:

Use the platform for any unlawful purpose.
Submit false, misleading, or abusive content.
Attempt to gain unauthorised access to any part of the platform.
Interfere with or disrupt the platform or its infrastructure.
Use automated tools to scrape or extract data from the platform without permission.
Impersonate another person or organisation.

6. Consultation data

Organisations using the platform ("Organisers") are responsible for the consultations they create and the data they collect. Organisers act as data controllers for consultation response data, and ConsultOnline acts as a data processor on their behalf.

Respondents submitting feedback through a consultation do so in accordance with the Organiser's own privacy notice and data handling policies.

7. Data processing

Where PNPR Ltd processes personal data on behalf of the Client, a separate Data Processing Agreement ("DPA") applies. The DPA forms part of these Terms.
Both parties will comply with the UK General Data Protection Regulation and the Data Protection Act 2018.
PNPR Ltd will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.
On termination of this agreement, Client data will remain available for export for a period of 90 days, after which it will be securely deleted.

8. Service levels

PNPR Ltd targets 99.5% platform availability, measured on a calendar-month basis, excluding periods of scheduled maintenance.
Where practicable, scheduled maintenance will be notified at least 48 hours in advance.
Specific service level commitments may vary by consultation package, as detailed in the applicable package documentation.
In the event of extended unplanned downtime, affected consultation deadlines may be extended by mutual written agreement.

9. Managed services

Where the Client's consultation package includes project management, content creation, or other managed services, these are provided with reasonable skill and care.
The Client retains responsibility for the accuracy of all information and materials provided to PNPR Ltd for use in managed services.
Reports and analytics generated by the platform are intended as decision-support tools and do not constitute professional planning advice.
PNPR Ltd is not responsible for planning decisions made on the basis of consultation outputs.

10. Intellectual property

The ConsultOnline platform, including its design, code, and documentation, is the intellectual property of PNPR Ltd. You may not copy, modify, or reverse-engineer any part of the platform.

Content you submit through the platform (consultation responses, comments, etc.) remains your own. By submitting content, you grant the Organiser and ConsultOnline the right to store, display, and process it for the purposes of the consultation.

11. Confidentiality

Both parties agree to keep confidential any non-public information received from the other party in connection with these Terms or the use of the platform.
This confidentiality obligation survives termination for a period of 3 years.
Confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party; or (c) is required to be disclosed by law, regulation, or court order. The parties acknowledge that public-sector Clients may be subject to disclosure obligations under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004.

12. Limitation of liability

To the fullest extent permitted by law, the total aggregate liability of either party under or in connection with these Terms shall not exceed the greater of: (a) the fees paid by the Client in the 12 months preceding the claim; or (b) £5,000.
This cap does not apply to: liability for fraud or wilful misconduct; liability for death or personal injury caused by negligence; or liability arising from breaches of data protection law.
Neither party shall be liable for: loss of profit, loss of data (except data held within PNPR Ltd's direct control), loss of goodwill, or any indirect, incidental, or consequential losses, however arising.

13. Indemnification

The Client agrees to indemnify and hold harmless PNPR Ltd against any claims, losses, or damages arising from the Client's consultation content or data collection practices.
PNPR Ltd agrees to indemnify and hold harmless the Client against third-party claims alleging that the platform infringes the intellectual property rights of a third party.

14. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control.
Such events include, but are not limited to: natural disasters, pandemics, infrastructure failures, cyberattacks, and government action.
The affected party must notify the other party promptly and take all reasonable steps to mitigate the effect of the event.

15. Termination

Either party may terminate this agreement for convenience by giving at least 30 days' written notice to the other party.
Either party may terminate this agreement immediately if the other party commits a material breach and fails to remedy that breach within 14 days of receiving written notice specifying the breach.
On termination: Client data will remain available for export for 90 days (after which it will be securely deleted); all accrued fees remain payable; and obligations relating to confidentiality, data protection, and limitation of liability survive termination.

16. Dispute resolution

The parties will first attempt to resolve any dispute arising under these Terms through good-faith negotiation.
If a dispute is not resolved within 30 days of either party raising it in writing, the parties may refer it to mediation before taking further action.
The courts of England and Wales shall have exclusive jurisdiction over any disputes that cannot be resolved through negotiation or mediation.

17. Governing law

These Terms are governed by and construed in accordance with the laws of England and Wales.

18. General

Entire agreement: These Terms, together with any applicable Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior discussions and agreements.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: A failure by either party to enforce any right under these Terms does not constitute a waiver of that right.
Assignment: Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party.
Notices: Formal notices under these Terms must be sent by email to the addresses associated with the relevant account, or to such other address as a party may notify in writing.

19. Changes to these terms

We may update these Terms from time to time. Material changes will be communicated via email or a notice on the platform. Continued use of the platform after changes take effect constitutes acceptance of the revised Terms.

20. Contact

If you have questions about these Terms, contact us at info@consultonline.uk.

19. Chatbots, WhatsApp and automated assistance

The platform may include website chatbots, WhatsApp chatbots, AI-assisted search, automated response tools, moderation tools, spam filtering, rate limiting and human escalation workflows. These tools are provided to help users find consultation information and contact the relevant project team more easily.

Chatbot replies are generated from available project content, documents, frequently asked questions and related consultation materials. They are provided for general information only and may be incomplete, delayed or inaccurate. They do not replace formal consultation documents, planning notices, statutory notices, professional advice, or the judgement of the consultation organiser.

Clients are responsible for ensuring that project content, documents and instructions supplied for chatbot use are accurate, lawful, up to date and suitable for publication or for the intended audience. Private or restricted documents should not be made available to chatbot responses unless the Client has the necessary rights, permissions and lawful basis to do so.

Users must not use chatbot or WhatsApp features to submit abusive, unlawful, threatening, discriminatory, misleading, malicious, spam or irrelevant content. We may block, rate-limit, filter, moderate, retain or escalate messages where needed to protect the platform, users, Clients, consultation integrity, or our service providers.

Where a chatbot escalates a matter to a human team member, the conversation history and escalation context may be shared with the relevant Client, organiser, project team or authorised support staff so that they can respond appropriately.