Version 2.0 — Effective date: March 2026

These Terms of Service (“Terms”) govern access to and use of the Toolminder service, provided by Earlsmere Limited (“Earlsmere”, “we”, “us”, “our”), a company registered in England and Wales.

By registering for, accessing, or using Toolminder, the customer organisation (“Customer”) agrees to be bound by these Terms. If you are accepting these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

These Terms form a legally binding agreement between Earlsmere and the Customer. If you do not agree to these Terms, you must not use the Toolminder service.

• Service: the Toolminder tool management and safety compliance application, including the iOS app, Android app, and web portal, as made available by Earlsmere from time to time.
• Customer: the organisation or business entity that has registered for and is responsible for an account on the Service.
• Account Holder: the individual who registers the Customer's account and acts as the primary contact for the Customer.
• User: any individual granted access to the Service by the Customer, including administrators, supervisors, and operators.
• Customer Data: all data uploaded to, created within, or processed by the Service on behalf of the Customer, including tool usage records, exposure data, safety check records, and asset information.
• Personal Data: has the meaning given in the UK General Data Protection Regulation (UK GDPR).
• DPA: the Data Processing Agreement set out in section 12 of these Terms.
• Subscription: the Customer's right to access and use the Service pursuant to these Terms.

Toolminder is a commercial workplace tool management and safety compliance platform. The Service enables customers to record tool usage, track vibration exposure in accordance with the HSE points system, manage assets, conduct safety checks, and produce compliance reports.

Earlsmere grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription period, solely for the Customer's internal business purposes and in accordance with these Terms.

The Service is provided as software-as-a-service. No software is sold or permanently transferred to the Customer. The Customer acquires no ownership rights in the Service or any component of it.

4.1 Business use only

The Service is intended for use by businesses and organisations only. By registering for or using the Service, the Customer confirms that it is acting in the course of a business, trade, or profession and not as a consumer. The liability limitations and exclusions set out in these Terms apply on this basis and rely on the business-to-business rules under the Unfair Contract Terms Act 1977.

4.2 App Store distribution

The Service may be made available through the Apple App Store and Google Play Store. Apple Inc. and Google LLC are not responsible for the Service or its content and have no obligation to provide maintenance or support for the Service. Use of the Service through the App Store is also subject to Apple's and Google's respective terms of service.

4.1 Account creation

There are two ways a Customer account may be created:

• Self-service: Customers may register independently by downloading the Toolminder app and signing up directly from the Welcome screen. Registration can be completed using an email address and password, or via a supported third-party authentication provider (Apple, Google, or Microsoft). A free demo account may be created without a licence in order to evaluate the Service, and a licence may be purchased directly from within the app.
• Earlsmere-assisted: Where a Customer purchases a licence directly from Earlsmere, Earlsmere will create an initial administrator account on the Customer's behalf. The Customer will be asked to update or take ownership of this account as part of the onboarding process.

In either case, once the account is established, the Customer is responsible for its ongoing management.

4.2 Adding Users

Once an account is established, the Customer's administrator is responsible for managing access to the Service. Users are added by invitation: the administrator provides the User's email address within the Service, and the invited User registers using the matching email address. Users will not be linked to the Customer's organisation unless the email address used to register matches the one to which the invitation was sent.

The Customer is responsible for managing User roles within the Service, including the assignment of administrator, supervisor, and operator roles.

4.3 Support access

On occasion, and at the Customer's explicit request, Earlsmere may temporarily access the Customer's account with elevated permissions in order to provide technical support or account configuration assistance. The Customer is responsible for revoking such access once the support activity is complete.

4.4 Customer responsibilities

The Customer is responsible for:

• Maintaining the security and confidentiality of all account credentials.
• Ensuring that only authorised individuals are granted access to the Service.
• Notifying Earlsmere promptly if they become aware of any unauthorised access or security breach.

Earlsmere is not liable for any loss or damage arising from the Customer's failure to maintain the security of their account credentials.

5.1 General obligations

The Customer agrees to:

• Use the Service only for lawful purposes and in accordance with these Terms.
• Ensure that all Users comply with these Terms.
• Ensure that the information provided to Earlsmere and entered into the Service is accurate and up to date.
• Comply with all applicable laws and regulations, including those relating to data protection, workplace safety, and employment.

5.2 Employee data and lawful basis

Where the Customer adds employees or other individuals as Users of the Service, the Customer warrants that:

• It has a lawful basis under UK GDPR for sharing those individuals' personal data with Earlsmere and for processing their data through the Service.
• It has informed, or will inform, those individuals that their tool usage and exposure data will be processed through the Toolminder service, in accordance with the Customer's own obligations as a data controller.
• It will handle any data subject rights requests from its employees relating to data processed through the Service in accordance with UK GDPR.

5.3 Prohibited use

The Customer must not:

• Use the Service in any way that violates applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Service, or to any systems or networks connected to the Service.
• Introduce any virus, malware, or other harmful code into the Service.
• Use the Service to process or store data that the Customer does not have the right to process or store.
• Attempt to reverse engineer, decompile, or disassemble any part of the Service.
• Resell, sublicense, or otherwise make the Service available to any third party other than Users acting on the Customer's behalf.
• Remove or obscure any copyright, trademark, or other proprietary notices within the Service.

Access to the Service is provided on a subscription basis. Subscription fees, payment terms, and billing arrangements are agreed separately between Earlsmere and the Customer and do not form part of these Terms.

Earlsmere reserves the right to suspend access to the Service in the event of non-payment, following reasonable notice to the Customer.

Earlsmere will use commercially reasonable efforts to make the Service available on a continuous basis. However, we do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to:

• Scheduled maintenance, of which we will endeavour to give reasonable advance notice.
• Emergency maintenance or security patches.
• Circumstances beyond our reasonable control, including failures of third-party infrastructure providers such as Google Firebase.

Support is available by email at help@toolminder.com or by telephone on 01226 750111. We will use reasonable endeavours to respond to support requests promptly during normal business hours.

Earlsmere provides no formal service level agreement (SLA) unless separately agreed in writing with the Customer.

The Customer retains ownership of all Customer Data. Earlsmere does not claim any rights in Customer Data beyond what is necessary to provide the Service.

The Customer is solely responsible for the accuracy, legality, and appropriateness of all Customer Data entered into the Service.

The Customer is responsible for exporting or backing up any Customer Data they wish to retain. Earlsmere strongly recommends that Customers export records before deleting accounts, removing Users, or ending their Subscription.

Upon deletion of a User account or Customer Data by the Customer, that data is deleted immediately from live systems. Residual copies may persist in automated Firestore database backups for up to 14 weeks, after which they are permanently purged. Generated PDF documents are not included in backups and are permanently deleted immediately upon deletion.

Upon termination of the Subscription (whether by the Customer or by Earlsmere), all Customer Data will be deleted in accordance with the above schedule. Earlsmere cannot recover data following deletion and accepts no liability for Customer Data that is lost as a result of the Customer's failure to export it prior to deletion or termination.

All intellectual property rights in the Service, including the software, design, features, trademarks, and documentation, are owned by or licensed to Earlsmere. Nothing in these Terms transfers any such rights to the Customer.

The Customer grants Earlsmere a limited licence to process Customer Data solely to the extent necessary to provide the Service and fulfil Earlsmere's obligations under these Terms.

Earlsmere may use anonymised, aggregated data derived from the use of the Service for the purposes of service improvement, analytics, and product development, provided that such data does not identify the Customer or any individual.

Each party agrees to keep confidential any information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided that the receiving party gives reasonable prior notice to the disclosing party where legally permitted.

12.1 Nature of the Service

Toolminder is a tool usage recording and compliance reporting tool. It calculates vibration exposure scores based on the HSE points system using data entered by the Customer. The Service does not provide health surveillance, medical advice, or occupational health assessments of any kind.

The Customer is solely responsible for ensuring that its use of the Service meets its obligations under applicable health and safety legislation, including the Control of Vibration at Work Regulations 2005. Compliance outputs generated by the Service should be reviewed by appropriately qualified persons before being relied upon for regulatory or legal purposes.

12.3 Service provided “as is”

Subject to clause 12.5, the Service is provided on an “as is” and “as available” basis. Earlsmere gives no warranty, express or implied, that the Service will be error-free, uninterrupted, or fit for any particular purpose beyond what is described in these Terms.

12.4 Limitation of liability

Subject to clause 12.5, Earlsmere's total aggregate liability to the Customer under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Subscription fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

Subject to clause 12.5, Earlsmere shall not be liable to the Customer for:

• Loss of profits, revenue, or business.
• Loss of anticipated savings.
• Loss of goodwill or reputation.
• Loss of data (other than as set out in these Terms).
• Any indirect, special, or consequential loss or damage.

12.5 Exceptions

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) any other liability that cannot be limited or excluded under applicable law.

This section constitutes the Data Processing Agreement (“DPA”) between Earlsmere (as data processor) and the Customer (as data controller), as required by Article 28 of the UK General Data Protection Regulation (UK GDPR). By accepting these Terms, the Customer enters into this DPA.

13.1 Roles

The Customer is the data controller for Personal Data relating to its employees and Users processed through the Service. Earlsmere acts as data processor in respect of such Personal Data, processing it only on the documented instructions of the Customer, as set out in these Terms and any subsequent written instructions.

13.2 Subject matter and nature of processing

Earlsmere processes the following categories of Personal Data on behalf of the Customer:

• Names and email addresses of Users.
• Role assignments within the Service.
• Tool usage duration records and calculated HSE vibration exposure scores.
• Safety check records and asset management data associated with specific Users.
• Device and diagnostic data collected for error reporting purposes.

Processing is carried out for the purpose of providing the Toolminder service to the Customer as described in these Terms.

13.3 Earlsmere's obligations as processor

Earlsmere shall:

• Process Personal Data only on the Customer's documented instructions, unless required to do so by applicable law.
• Ensure that persons authorised to process Personal Data are subject to appropriate obligations of confidentiality.
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 UK GDPR.
• Not engage any sub-processor without prior written authorisation from the Customer, save for those listed in clause 12.4 below, which the Customer hereby authorises.
• Assist the Customer, insofar as reasonably possible, in responding to data subject rights requests relating to Personal Data processed under this DPA.
• Assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 UK GDPR (security, breach notification, DPIAs, prior consultation).
• At the Customer's election, delete or return all Personal Data to the Customer on termination of the Subscription, and delete existing copies, except where retention is required by applicable law or as otherwise set out in these Terms.
• Make available to the Customer all information reasonably necessary to demonstrate compliance with this DPA.

13.4 Authorised sub-processors

The Customer authorises Earlsmere to use the following sub-processors in the provision of the Service:

• Google LLC (Firebase / Cloud Firestore) — database, authentication, cloud storage, and crash reporting infrastructure. Google's data processing terms are available at firebase.google.com/terms/data-processing-terms.
• Twilio Inc. (Twilio / SendGrid) — SMS notifications and transactional email delivery. Twilio's data processing terms are available at twilio.com/en-us/legal/privacy.
• OneSignal Inc. — push notification delivery. OneSignal's privacy policy is available at onesignal.com/privacy_policy.

Earlsmere will inform the Customer of any intended addition or replacement of sub-processors by updating these Terms or by direct notice, giving the Customer a reasonable opportunity to object.

13.5 International transfers

Our primary database (Cloud Firestore) is hosted in the London (europe-west2) region and all database data is stored within the United Kingdom. Some sub-processors (including Twilio, SendGrid, and OneSignal) are operated by US-based companies and may process limited personal data outside the United Kingdom. Such transfers are made subject to appropriate safeguards including the UK International Data Transfer Agreement (IDTA) or equivalent mechanisms approved by the ICO.

13.6 Data breach notification

In the event of a personal data breach affecting Personal Data processed under this DPA, Earlsmere will notify the Customer without undue delay after becoming aware of the breach. The Customer remains responsible for notifying the ICO and affected data subjects in accordance with its obligations under UK GDPR.

13.7 Customer's obligations as controller

The Customer warrants and represents that it has a lawful basis under UK GDPR for sharing employees' Personal Data with Earlsmere, and for the processing of that data through the Service. The Customer is responsible for its own compliance with UK GDPR in respect of its employees, including providing appropriate privacy notices to those individuals.

14.1 Duration

These Terms remain in force for the duration of the Customer's Subscription and any renewal thereof, as set out in the applicable Order Form or billing arrangement.

14.2 Termination after the initial term

Following the expiry of the initial Subscription term, either party may terminate the Subscription by giving written notice to the other party in accordance with the notice period specified in the applicable Order Form, or where no Order Form exists, by giving not less than 30 days' written notice.

14.3 No termination during the initial term

The Customer may not terminate the Subscription during the initial term except in accordance with clause 14.5 (Earlsmere material breach). Early termination by the Customer during the initial term does not entitle the Customer to a refund of any Subscription fees paid or invoiced in advance in respect of that term.

14.4 Termination by Earlsmere for cause

Earlsmere may suspend or terminate the Customer's access to the Service immediately and without notice if:

• The Customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within 14 days of written notice from Earlsmere.
• The Customer fails to pay Subscription fees and does not remedy non-payment within a reasonable period following notice.
• Earlsmere is required to do so by law or a regulatory authority.
• The Customer becomes insolvent, enters administration, or ceases to trade.

Where Earlsmere terminates under this clause, all outstanding fees for the remainder of the initial term shall become immediately due and payable.

14.5 Termination by the Customer for Earlsmere material breach

The Customer may terminate the Subscription during the initial term if Earlsmere is in material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice from the Customer. In such circumstances, Earlsmere will refund a pro-rata portion of any Subscription fees prepaid in respect of the period following the effective date of termination.

14.6 Effect of termination

On termination for any reason, the Customer's right to access the Service ceases immediately. The data deletion provisions in clause 8 apply from the date of termination. Termination does not affect any rights or liabilities that have accrued prior to the date of termination.

Earlsmere may update these Terms from time to time. Where changes are material, we will provide the Customer with at least 30 days' written notice before the changes take effect, either by email to the Account Holder or by a prominent notice within the Service.

Continued use of the Service following the effective date of any updated Terms constitutes acceptance of those Terms. If the Customer does not accept the updated Terms, they may terminate their Subscription before the changes take effect.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, acts of government, or failure of third-party infrastructure providers (including cloud service providers).

17.1 Entire agreement

These Terms, together with the Privacy Policy available at toolminder.com/help/policy/privacy, constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all prior agreements, representations, and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

17.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

17.4 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17.5 Assignment

The Customer may not assign or transfer any of its rights or obligations under these Terms without Earlsmere's prior written consent. Earlsmere may assign its rights and obligations under these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under these Terms.

17.6 Notices

Notices under these Terms shall be in writing and delivered by email or post. Notices to Earlsmere should be sent to help@toolminder.com or to Earlsmere Limited, [Registered Address]. Notices to the Customer will be sent to the email address of the Account Holder on record.

These Terms are governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.