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Terms of Use

Terms of Service effective 9th April 2026


Last updated: April 08, 2026

These Terms of Service set out the terms and conditions upon which you may use the Countfire Ltd service made available through www.countfire.com.

By signing up to or using the Countfire Service (including during any Free Trial), you agree to and accept these Terms of Service. Please read these Terms of Service carefully and make sure you understand and agree to them before using the Countfire Service. If you have any questions relating to these Terms of Service please contact us by email at support@countfire.com.

IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, PLEASE DO NOT USE THE COUNTFIRE SERVICE.

1. Information about Countfire

1.1 The Countfire Service is provided by Countfire Ltd, a company incorporated and registered in England and Wales under company number 08510775 whose registered office is at The Old Church, 89b Quicks Road, Wimbledon, London, England, SW19 1EX, our VAT number is 161083140 (“Countfire”, “us”, “we”, “our”).

1.2 Countfire provides automated software-based solutions to improve and make more efficient quoting and estimating for construction projects, with a focus on electrical estimating.

2. Interpretation

In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meanings:

“Account” means the Customer’s account on the Countfire Platform;

“Agreement” means the agreement between the Customer and Countfire for the provision of the Countfire Service comprising these Terms of Service and any terms in the Countfire Service Plan;

“Billing Period” means the billing period for the Service Fees as set out in the applicable Countfire Service Plan;

“Commencement Date” means the date the Customer completes the Sign Up Process;

“Confidential Information” means information which is identified as confidential or proprietary by either party or by its nature of which is clearly confidential or proprietary;

“Countfire Platform” means the proprietary web-based application, including any application programming interfaces, owned or operated by Countfire which automates electrical estimating, in the form made available by Countfire via the Website from time to time;

“Countfire Service” means the provision of, and access to, the Countfire Platform;

“Countfire Service Plan” means the service plan relating to the Countfire Service which (amongst other things) sets out the applicable Service Fees and Term, and which shall be (i) available on the Website from time to time, or (ii) as agreed with the Customer in such form as Countfire may require;

“Customer” means the person or organisation identified as the “Customer” in the Account;

“Customer Data” means any materials, content or data uploaded or transferred to the Countfire Platform (including any plans, drawings, costings and measurements) or otherwise made available to Countfire as a result of the Customer’s use of the Countfire Service;

“Free Trial” means the provision of the Countfire Service on the basis of a free trial;

“Initial Term” means the subscription period chosen by the Customer when selecting its Countfire Service Plan commencing on the Commencement Date;

“Intellectual Property Rights” means any and all copyright, database right, domain names, patents, registered and unregistered design rights, registered and unregistered trade marks (including, where applicable the trade marks) and all other industrial, commercial or intellectual property rights whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them;

“Malware” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices);

“Onboarding Fee” means the fee payable by the Customer in respect of setting up of an Account; 

“Payment Method” means a current, valid method of payment accepted by Countfire from time to time, and which may include payment via a third party payment processor;

“Renewal Term” means either the period of time equal to the Initial Term commencing on the expiry of the Initial Term or the immediately preceding Renewal Term (as appropriate);

“Service Fees” means the fees (if any) payable in respect of the provision of the Countfire Service, according to the applicable Countfire Service Plan;

“Sign Up Process” means the process (whether electronic or otherwise) by which the Customer signs up to use the Countfire Service under a Free Trial or a Countfire Service Plan and, which amongst other things, identifies the Customer and (where applicable) the applicable Countfire Service Plan;

“Subscription” means a paid-for subscription to the Countfire Service for the period specified in the applicable Countfire Service Plan;

“Term” means the Initial Term and successive Renewal Terms;

“Terms of Service” means these terms and conditions of service as amended from time to time;

“Trial Period” means a period of 7 days or such period as Countfire may agree from time to time commencing on date that Countfire grants access to the Countfire Platform on a trial basis;

“User” means any person authorised by the Customer to access the Countfire Service on behalf of the Customer; and

“Website” means www.countfire.com and any and all subdomains.

3. When do these Terms of Service apply?

These Terms of Service apply when a Free Trial commences or upon the commencement of a Subscription.

4. Free Trial

The provisions of this clause 4 shall only apply where Countfire agrees to grant the Customer a Free Trial. In the event of any conflict or inconsistency between the other provisions of these Terms of Service as they relate to the Free Trial and the provisions of this clause 4, the provisions of this clause 4 shall prevail to the extent of the conflict or inconsistency.

4.1 Duration: During the Trial Period, Countfire will make the Countfire Service available to the Customer on a trial basis until the earlier of: (a) expiry of the Trial Period, (b) the date on which any Subscription commences, or (c) termination of the Trial Period by Countfire at any time in Countfire’s sole discretion by giving notice to the Customer in writing. 

4.2 Amendments to these Terms of Service: The following provisions of these Terms of Service shall not apply during the Trial Period: 

4.2.1 clause 14 (Service Levels and Support); and

4.2.2 clause 17.3.

4.3 Disclaimer: During the Trial Period, the Countfire Platform is made available "as is", and any use by the Customer of the Countfire Platform during the Trial Period will be at the Customer's sole risk. Countfire makes no warranties relating to the Countfire Platform or the Countfire Service throughout the Trial Period and expressly disclaims all warranties, express or implied, including without limitation those of merchantability, fitness for a particular purpose, or that the Customer’s use of the Countfire Platform during the Trial Period will be uninterrupted, timely, secure or free from error. 

4.4 Limitation of Liability: Subject to the retained provisions of clauses 17.1 and 17.2 under this clause 4, Countfire’s total aggregate liability to the Customer in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement during the Trial Period shall not exceed an amount equal to one thousand pounds (£1,000). 

5. Creating an account

5.1 To use Countfire Service as part of a Free Trial or Subscription, the Customer must contact Countfire and Countfire will create an Account and grant Users access to the Countfire Platform.

5.2 The individual contacting Countfire and requesting the creation of an Account must have the necessary authority, power and right to fully bind the Customer.

5.3 Countfire reserves the right to suspend or terminate the Customer’s Account and access to the Countfire Service if any information provided proves not to be accurate or current.

5.4 All Users of the Countfire Service must be over the age of 16.

6. Duration
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6.1 The Agreement shall start on the Commencement Date and, unless terminated earlier in accordance with the terms of this Agreement, shall continue thereafter: 

6.1.1 for Trial Period followed by the Term; or

6.1.2 for the Term in absence of any Free Trial.

6.2 The Agreement shall automatically renew on the expiry of the Initial Term for the Renewal Term and successive Renewal Terms (unless terminated earlier in accordance with the terms of this Agreement) and the Customer shall be charged the relevant Service Fees in accordance with clause 13. 

7. Access to the Countfire Service
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7.1 Countfire grants the Customer a non-exclusive, non-transferable, personal and non sub-licensable licence to permit Users to use the Countfire Service as permitted by the functionality of the Countfire Service for the Customer’s own internal business purposes.

7.2 The Customer acknowledges that:
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7.2.1 the Customer shall be responsible for all Customer Data provided, distributed, or otherwise transmitted to Countfire via the Countfire Service (including by Users) or otherwise; 

7.2.2 the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data; and

7.2.3 certain functionality of the Countfire Platform is reliant upon the uploading or processing of Customer Data and that Countfire shall not be responsible or liable for any delay or failure by the Customer to upload or process Customer Data.

7.3 The Customer hereby warrants and represents that it has and will continue to have the authority, including all necessary rights, licences, and permissions, to upload and use, to provide or otherwise make available to Countfire, and to permit Countfire to use from time to time, the Customer Data in accordance with the Agreement.

7.4 The Customer must treat any login details used to access the Countfire Service or the Customer’s Account as Confidential Information, and it must not disclose it to any third party (other than to Users).

7.5 In relation to Users, the Customer shall procure that each User keeps secure and confidential any log-in details provided to them for the User’s use of the Countfire Service and shall not disclose such login details to any third party including any other Users.

7.6 The Customer shall procure that Users will not share their login details.

7.7 Countfire may disable any login details, at any time and at Countfire’s sole discretion, if a User or the Customer has failed to comply with any of the provisions of the Agreement.

7.8 The Customer is responsible for maintaining the confidentiality of login details for its Account and any activities that occur under its Account including the activities of Users. If the Customer has any concerns about the login details for its Account or thinks they have been misused, the Customer may contact us by email at support@countfire.com.

7.9 The Customer must take reasonable precautions to prevent any unauthorised access to, or use of, the Countfire Service and, in the event of any such unauthorised access or use, promptly notify Countfire.

7.10 The Customer recognises that Countfire is always innovating and finding ways to improve the Countfire Service with new features and services. Therefore, the Customer agrees that the Countfire Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Countfire Service.

7.11 The Customer shall indemnify and defend Countfire, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable legal costs) arising out of a claim brought by a third party relating to the Customer’s use of the Countfire Service (except to the extent caused by Countfire’s negligence).

7.12 The Customer may, using the functionality within the Countfire Platform or by contacting Countfire, upgrade to a higher tier Countfire Service Plan or downgrade to a lower tier Countfire Service Plan at any time during the Term (a “Service Plan Change”) and where the Customer elects to do so, the Service Plan Change will take effect:

7.12.1 where the Billing Period is monthly, with effect from the start of the month following the month in which the Service Plan Change is requested; or

7.12.2 except where clause 7.12.1 applies, immediately.

7.13 Countfire may monitor the Customer’s use of the Countfire Service to ensure quality, improve the Countfire Service, and verify the Customer’s compliance with the Agreement.

8. Customer obligations
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8.1 The Customer:

8.1.1 must comply with all applicable laws and regulations with respect to its use of the Countfire Service and its activities under the Agreement;

8.1.2 must use and ensure its Users use the Countfire Service in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Countfire Service by any Users;

8.1.3 must obtain and shall maintain all necessary licences, consents, and permissions necessary for Countfire to perform its obligations to the Customer under the terms of the Agreement;

8.1.4 must ensure that its network and systems, including the internet browser it uses complies with any relevant specifications provided by Countfire from time to time;

8.1.5 is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Countfire Service;

8.1.6 must not modify another website so as to falsely imply that it is associated with the Countfire Service, any of Countfire’s other services or Countfire or its affiliates;

8.1.7 must not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to the Countfire Service without first having obtained the prior written authorisation of Countfire; and

8.1.8 must not use the Countfire Service: (a) to access, store, distribute or transmit or prepare for distribution or transmission any Malware; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to infringe any copyright, database right or trademark of any person; (e) to transmit, send, prepare for transmission or prepare for sending any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (‘spam’); or (f) to interfere with or attempt to interfere with or compromise the Countfire Service integrity or security.

8.2 The Customer agrees that failure to comply with this clause 8 constitutes a material breach of the Agreement, and may result in Countfire taking all or any of the following actions:

8.2.1 immediate, temporary or permanent withdrawal of any rights to use the Countfire Service;

8.2.2 removing any non-compliant Customer Data;

8.2.3 legal action against the Customer including proceedings for reimbursement of all costs and expenses (including, but not limited to, reasonable administrative and legal costs) incurred by us resulting from the breach; or

8.2.4 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

8.3 The Customer acknowledges that it is responsible for all Customer Data distributed or transmitted under its Account (including by its Users).

8.4 The Customer acknowledges that the responses described in this clause are not limited, and we may take any other action we reasonably deem appropriate.

9. Intellectual property rights
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9.1 Countfire is the owner or the licensee of any and all Intellectual Property Rights in and to the Countfire Service and the Countfire Platform. These works may be protected by copyright and other laws and treaties around the world. All such rights, title, and interest are reserved.

9.2 The Customer will not, and shall procure that each User shall not, when using the Countfire Platform, except as may be allowed by any applicable law which is incapable of exclusion by Countfire and to the extent expressly permitted under these Terms of Service:

9.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Countfire Platform in any form or media or by any means;

9.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Countfire Platform; or

9.2.3 access all or any part of the Countfire Service in order to build a product or service which competes with the Countfire Service or use or attempt to use the Countfire Service to directly compete with Countfire.

9.3 The Customer retains all right, title and interest in the Customer Data and Countfire claims no rights in the Customer Data (save for the limited licence rights set out in clause 9.4). 

9.4 The Customer grants Countfire a licence to access, download and use the Customer Data for the purpose of analysing the Customer Data in accordance with the functionality of the Countfire Platform, displaying the results of such analysis to Users, developing, testing, improving and altering the functionality of the Countfire Service and producing anonymised or anonymised and aggregated statistical reports and research. The licence granted under this clause applies to all Customer Data made available to Countfire in connection with the Customer’s use of the Countfire Service, whether before or after the Commencement Date.

9.5 The Customer may provide suggestions, ideas, or feedback to Countfire regarding the Countfire Service (“Feedback”). The Customer agrees that Countfire shall be free to use, modify, and incorporate any Feedback without restriction or obligation to the Customer. 

9.6 The Customer shall maintain a backup of Customer Data and Countfire shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Customer Data.

10. Publicity

10.1 Countfire may use the Customer’s name, logo and related trade marks in any of Countfire’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the Countfire Service and alongside any testimonials that the Customer has agreed to give.

10.2 The Customer may request in writing that Countfire stops using the Customer’s name, logo and related trademarks at any time. Countfire shall process any such request as soon as is commercially practicable following Countfire’s receipt of it.

11. Data protection
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11.1 If any of the Customer Data contains personal data, the parties will process such personal data in accordance with the Data Processing Schedule.

11.2 For the purposes of the Agreement, “personal data” and “process” shall have the meanings as set out in the Data Processing Schedule.

12. Confidential information

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
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12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2 was in the other party’s lawful possession before the disclosure;

12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

12.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

12.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.

12.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in breach of the terms of the Agreement.

12.4 The parties agree that the obligations in this clause shall survive termination of the Agreement.

13. Service Fees and payment

13.1 The Customer will pay the Onboarding Fee (as applicable) on the commencement of a Subscription and Service Fees in accordance with the Countfire Service Plan, the Billing Period, and this clause 13.

13.2 Unless the Commencement Date falls on the first day of the then-current month, where the Billing Period is monthly, the Service Fees for the first Billing Period will be reduced on a pro-rated basis to reflect the number of days remaining in the then-current Billing Period and shall thereafter be payable in full in each further Billing Period.

13.3. Unless the applicable Countfire Service Plan states otherwise, the Service Fees for each Billing Period are due and payable in advance. 

13.4 The Customer must provide one or more Payment Methods which the Customer authorises Countfire to charge in connection with the payment of Service Fees when due pursuant to the Agreement. For some Payment Methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method, which shall be for the Customer to pay in addition to the Service Fees. 

13.5 The Customer may have to accept the terms and conditions of the issuer of the Payment Method, or the third party payment processor used by Countfire to make the relevant payment.

13.6 Except where Countfire collects payment of Service Fees via the Payment Method provided by the Customer pursuant to clause 13.4:

13.6.1 Countfire shall issue invoices for the Service Fees for each Billing Period in advance in connection with each Billing Period; and 

13.6.2 the Customer shall pay the Service Fees set out in each invoice issued by Countfire by card payment or, if agreed in advance with Countfire (including in the applicable Countfire Service Plan), by bank transfer within 14 days after receipt of the invoice.

13.7 If the Customer makes a Service Plan Change, upon the Service Plan Change taking effect (according to clause 7.12) the Service Fees relating to the newly applicable Countfire Service Plan shall apply immediately such that, except where clause 7.12.1 applies, the Service Fees relating to the then-current Billing Period shall be increased (in the case of an upgrade to a higher tier Countfire Service Plan) or reduced (in the case of a downgrade to a lower tier Countfire Service Plan) on a pro-rated basis to reflect the number of days remaining in that Billing Period and shall thereafter be payable in full in accordance with the new Countfire Service Plan each further Billing Period.

13.8 If Countfire has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Countfire:

13.8.1 Countfire may, without liability to the Customer, suspend or temporarily disable all or part of its access to the Countfire Service and Countfire shall be under no obligation to provide any access to the Countfire Service while the invoice(s) concerned remain unpaid; and

13.8.2 interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

13.9 All amounts and fees stated or referred to in the Agreement:

13.9.1 are payable without set-off in respect of any liability of Countfire and in the currency specified as stipulated by Countfire; and

13.9.2 are exclusive of value added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities, unless otherwise expressly stated, which shall be paid at the same time as payment of the Onboarding Fee and Service Fees. Countfire shall send the Customer a VAT invoice if Countfire is requested to do so.

13.10 Unless otherwise agreed in writing, Countfire may increase the Service Fees upon 30 days’ notice in writing to the Customer, such increase to take effect from the start date of the next applicable Billing Period.

14. Service levels and support

14.1 Where the Customer has paid for access to the Countfire Service, we will use commercially reasonable endeavours to make the Countfire Service available with an uptime rate of 99%, except for:

14.1.1 planned maintenance for which 24 hours’ notice will be given; or

14.1.2 unscheduled maintenance during normal business hours (UK time) or otherwise, for which we will use reasonable endeavours to give the Customer advance notice.

14.2 Where the Customer has paid for access to the Countfire Service, Countfire will, as part of the Countfire Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (UK time). The Customer can access such support through the following means:

14.2.1 by sending an email to support@countfire.com; or

14.2.2 using the in-app chat functionality.

14.3 Support for Customers using the Countfire Service for free will be provided entirely at Countfire’s option and discretion.

14.4 The Customer acknowledges that elements of the Countfire Service are dependent on access to various third party services and APIs. The Customer agrees that Countfire is not responsible for the non-availability or interruption to the Countfire Service caused by any such non-availability of any such third party services or APIs or for the provision of any such third party services or APIs.

15. Termination

15.1 The Customer may terminate the Agreement at any time by providing notice of termination at least 7 days before the end of the then-current Billing Period (by written notice to Countfire at support@countfire.com) and such termination shall take effect at the end of such Billing Period.

15.2 If the Customer fails to pay any sum due to Countfire and such sum remains outstanding for a further 14 days following notice requiring such sum to be paid, Countfire may terminate the Agreement with the Customer immediately by notice and without any liability for Countfire to the Customer.

15.3 Countfire may terminate the Agreement with effect from expiry of the notice by giving not less than 30 days’ notice in writing to the Customer.

15.4 Countfire may terminate the Agreement by notice with immediate effect, or such notice as Countfire may elect to give, if the Customer:
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15.4.1 is in breach of applicable law; or

15.4.2 infringes Countfire’s Intellectual Property Rights in the Countfire Service.

15.5 Either party may terminate the Agreement at any time on written notice to the other if the other:

15.5.1 is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or

15.5.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

15.6 On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Customer’s right to access and use the Countfire Service will end.

15.7 Upon termination of the Agreement, the Customer may request that any Customer Data is actively deleted. If the Customer fails to make such an election, Customer Data will be subject to Countfire’s normal data deletion protocols. 

15.8 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

16. Limited warranty

16.1 Countfire undertakes to provide the Countfire Service and to support the Countfire Service as specified in clause 14 with reasonable skill and care. Otherwise, the Countfire Service is provided on an “AS IS” basis and Countfire gives no representations, warranties, conditions or other terms of any kind in respect of the Countfire Service, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement.

16.2 The Customer specifically acknowledges that the Countfire Service generates results and outputs based on the Customer Data and pattern recognition technology and, due to errors in the Customer Data or the inherent limitations of software (which may contain errors or bugs), the Customer acknowledges and agrees any such results or outputs are provided for indicative and informational purposes only and should be independently reviewed and verified by suitably qualified personnel before being relied upon for pricing, procurement, construction or other commercial decisions. As such, except as expressly and specifically provided for in the Agreement:
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16.2.1 the Customer assumes sole responsibility for any results obtained from the use of the Countfire Service and for any decisions or actions taken arising from such use and it relies on the results obtained from the Countfire Service at its own risk;

16.2.2 all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and

16.2.3 Countfire will not be responsible for any interruptions, delays, failures or non-availability affecting the Countfire Service or the performance of the Countfire Service which are caused by third party services or errors or bugs in software, hardware or the internet on which Countfire relies to provide the Countfire Service and the Customer acknowledges that Countfire does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

17. Liability

17.1 Subject to clause 17.2, Countfire will not be liable for losses that result from Countfire’s failure to comply with the Agreement, in tort (including negligence, unless expressly stated otherwise) or otherwise in conditions that fall into the following categories: 
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17.1.1 whether on a direct or indirect: loss of income or revenue, loss of business, loss of profits, loss of anticipated savings, loss of goodwill, loss of or damage to data, waste of management or office time; 

17.1.2 any results obtained from the use of the Countfire Service and for any decisions or actions taken arising from such use, and the Customer relies on the results obtained from the Countfire Service at its own risk; or

17.1.3 any indirect, consequential or special damages, costs or expenses.

17.2 Nothing in the Agreement excludes or limits Countfire’s liability for death or personal injury caused by Countfire’s negligence, for fraud or fraudulent misrepresentation, or any other liability to the extent that it cannot be excluded or limited pursuant to applicable law.

17.3 Subject to clauses 17.1 and 17.2, Countfire’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Service Fees paid by the Customer in the 6 months prior to the event giving rise to the claim.

18. Written communications
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18.1 Applicable laws may require that some of the information or communications Countfire sends to the Customer should be in writing. When using the Countfire Service, the Customer accepts that communication with Countfire will be mainly electronic.

18.2 Countfire will contact the Customer by email or provide the Customer with information by posting notices on the Countfire Service.

18.3 For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that Countfire provides to the Customer electronically comply with any legal requirement that such communications be in writing.

19. Notices

19.1 All notices given by the Customer to Countfire must be given to support@countfire.com. Countfire may give notice to the Customer by posting on the Countfire Platform, at the e-mail or postal address the Customer provides to Countfire, or in any other way Countfire deems appropriate. Notice will be deemed received and properly served immediately when posted on the Countfire Service or 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee, except that if the email produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient, or an “out of office” (or similar) notification, the notice shall not be taken to have been served.

20. Transfer of rights and obligations

20.1 The Customer may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Customer’s rights or obligations arising under the Agreement, without Countfire’s prior written consent.

20.2 Countfire may assign, transfer, charge, dispose of, or otherwise deal with or sub-contract its rights or obligations under the Agreement without requiring the Customer’s consent.

21. Events outside a party’s control
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21.1 No party shall be liable to the other for any delay or non-performance of its obligations (other than its payment obligations) under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, pandemic, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. 

22. Waiver

22.1 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

23. Severability
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23.1 If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

24. Countfire's right to vary these Terms of Service
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24.1 Countfire has the right to revise and amend these Terms of Service from time to time to reflect changes in law or its operations or the Countfire Service or market practice affecting Countfire’s business. The most current Terms of Service will always be at https://www.countfire.com/terms.

24.2 The Customer will be subject to the Terms of Service in force at the time that it makes use of the Countfire Service, or if Countfire notifies the Customer of changes to these Terms of Service and it continues to use the Countfire Service the Customer will be subject to those changes.

24.3 Countfire will use reasonable endeavours to notify the Customer of any material changes to these Terms of Service by email or by posting a notice on the Countfire Service.

25. Entire agreement
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25.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

25.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement.

26. Third party rights

26.1 A person who is not party to the Agreement shall not have any rights under or in connection with it under the Contracts (Rights of Third Parties) Act 1999.

27. Governing law and jurisdiction
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27.1 The Agreement (and any non-contractual obligations arising in connection with it) shall be governed by and construed in accordance with the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the courts of England and Wales which shall be the venue to hear and determine any suit, action, or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement.  

27.2 Notwithstanding the foregoing, nothing in this clause shall limit either party’s right to seek injunctive relief or enforce a judgment in any appropriate jurisdiction.

Schedule 1

1. Data Processing Schedule

1.1 This Schedule forms part of the Terms of Service between Countfire and the Customer for the provision of the Countfire Service and sets out the terms upon which Countfire will process personal data on the Customer’s behalf when providing the Countfire Service and acting as a data processor.

2. Definitions

2.1 In this Schedule, save where the context requires otherwise, the following words and expressions have the following meaning:

“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;

“Data Subject Request” means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws relating to the Personal Data;

“Data Protection Laws” means any applicable law relating to the protection of personal data and privacy in force from time to time, including (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (ii) the GDPR as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 ("UK GDPR"), (iii) the Data Protection Act 2018; and (iv) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; in each case together with all laws implementing, replacing or supplementing the same and any other applicable data protection or privacy laws;

“EEA” means the European Economic Area;

“Personal Data” means the personal data described in Annex 1 (Data Processing Information) and any other personal data processed by Countfire on behalf of the Customer pursuant to or in connection with the Agreement;

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by the Processor or any Sub-processor;

“Standard Contractual Clauses” means the European Commission’s Standard Contractual Clauses for the transfer of personal data to third countries pursuant to the EU GDPR as set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021, or any set of clauses approved by the European Commission which amends, replaces or supersedes these and, where UK GDPR applies, the UK ICO’s International Data Transfer Addendum to the Standard Data Protection Clauses;

“Sub-processor” means any data processor (including any affiliate of Countfire) appointed by Countfire to process Personal Data on behalf of the Customer;

“Supervisory Authority” means any regulatory authority responsible for the enforcement of Data Protection Laws; and

“UK” means the United Kingdom.

2.2 In this Schedule:

2.2.1 terms such as “controller”, “data protection impact assessment”, “data subject”, “process/processing” and “processor” shall have the same meaning ascribed to them in Data Protection Laws; and

2.2.2 any other capitalised expressions in this Schedule shall have the meaning given to them in the Terms of Service.

3. Processing of personal data
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3.1 Each party acknowledges and agrees that for the purposes of the Agreement and Data Protection Laws, the Customer shall be the controller and Countfire the processor in respect of Countfire’s processing of the Personal Data.

3.2 Each party undertakes to comply with Data Protection Laws in the performance of the Agreement.

3.3 Countfire shall only process the types of Personal Data relating to the categories of data subjects for the specific purposes in each case as set out in Annex 1 (Data Processing Information) to this Schedule and shall not process the Personal Data other than in accordance with the Customer’s documented instructions (whether in the Agreement or otherwise) unless processing is required by applicable law to which Countfire is subject, in which case Countfire shall, to the extent permitted by such law, inform the Customer of that legal requirement before processing that Personal Data.

3.4 Countfire shall inform the Customer if, in its opinion, an instruction it receives from the Customer pursuant to the Agreement infringes the GDPR or UK GDPR (as appropriate).

4. Customer warranty

4.1 The Customer warrants that it has all necessary rights to provide the Personal Data to Countfire for the processing to be performed in relation to the Countfire Service.

5. Supplier personnel
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5.1 Countfire shall treat all Personal Data as confidential and shall use reasonable efforts to inform all its relevant employees, contractors, and any Sub-processors engaged in processing the Personal Data of the confidential nature of such Personal Data.

5.2 Countfire shall take reasonable steps to ensure the reliability of any employee, contractor, and any Sub-processor who may have access to the Personal Data, ensuring in each case that access is limited to those persons or parties who need to access the relevant Personal Data, as necessary for the purposes set out in paragraph 3.3 in the context of that person’s or party’s duties to Countfire.

5.3 Countfire shall ensure that all such persons or parties involved in the processing of Personal Data are subject to:

5.3.1 confidentiality undertakings or are under an appropriate statutory obligation of confidentiality; and

5.3.2 user authentication processes when accessing the Personal Data.

6. Security

6.1 Countfire shall implement technical and organisational measures appropriate to the nature of, and the risks that are presented by, the processing of Personal Data by Countfire in connection with this Schedule.

7. Sub-processing
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7.1 The Customer hereby grants its general authorisation to the appointment of Sub-processors by Countfire under the Agreement.

7.2 When Countfire replaces any existing Sub-processor and/or appoints any new Sub-processor, Countfire will use reasonable endeavours to notify the Customer of such changes to Sub-processor(s), and the Customer shall have the right to terminate the Agreement within 30 days after its receipt of such notification if it objects to the new Sub-processor(s).

7.3 The Customer’s sole remedy if it does not agree to the replacement or appointment of a Sub-processor shall be to terminate the Agreement.

7.4 With respect to each Sub-processor, Countfire shall:

7.4.1 enter into a written contract with the Sub-processor which shall contain terms materially the same as those set out in this Schedule;

7.4.2 remain liable to the Customer for any failure by the Sub-processor to fulfil its obligations in relation to the processing of any Personal Data.

7.4.3 An up-to-date list of our Sub-processors is maintained at www.countfire.com/privacy and may be updated from time to time.

8. Data subject rights
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8.1 Countfire shall refer all Data Subject Requests it receives to the Customer without undue delay and, in any event, within 2 Business Days and Countfire shall co-operate as reasonably requested by the Customer to enable the Customer to comply with any such request.

9. Incident management
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9.1 In the case of a Personal Data Breach, Countfire shall not later than 72 hours after having become aware of it notify the Personal Data Breach to the Customer providing the Customer with sufficient information which allows the Customer to meet any obligations to report a Personal Data Breach under Data Protection Laws.

10. Data protection impact assessments and prior consultation
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10.1 Countfire shall, at the Customer’s request, provide reasonable assistance to the Customer with any data protection impact assessments which are required under applicable Data Protection Laws and with any prior consultations to any Supervisory Authority of the Customer or any of its affiliates which are required under Data Protection Laws, in each case in relation to processing of Personal Data by Countfire on behalf of the Customer and taking into account the nature of the processing and information available to Countfire.

11. Deletion or return of customer personal data
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11.1 On cessation of processing of Personal Data by Countfire, or termination of the Agreement, Countfire shall permit Customer (at its option) to:
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11.1.1 extract a complete copy of all Personal Data by secure file transfer and securely wipe all other copies of the Personal Data processed by Countfire or any Sub-processor unless required to retain such data in order to comply with applicable laws; or

11.1.2 request Countfire to delete the Personal Data (and procure that any Sub-processor does the same) unless required to retain such data in order to comply with applicable laws.

11.2 If the Customer fails to exercise its rights under paragraph 11.1 above, Countfire shall delete the Personal Data (and procure that any Sub-processor does the same) within 90 days following the termination of the Agreement, unless required to retain such data in order to comply with applicable laws.

12. Audit rights
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12.1 Countfire shall make available to the Customer on request all information reasonably necessary to demonstrate compliance with this Schedule and Data Protection Laws and allow for and contribute to audits in accordance with Countfire’s or its Sub-processors polices in place from time to time.

12.2 Prior to conducting any audit pursuant to paragraph 12.1, the Customer must submit an audit request to Countfire and the Customer and Countfire must agree the start date, scope and duration of and security and confidentiality controls applicable to any such audit.

12.3 Countfire may (acting reasonably) object to the appointment by the Customer of an independent auditor to carry out an audit pursuant to paragraph 12.1 and, where this is the case, the Customer shall be required to appoint another auditor or conduct the audit itself.

13. International transfers of personal data
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13.1 In the event that a transfer of Personal Data to Countfire or any Sub-processor is reasonably considered to involve a transfer of Personal Data outside of the UK and/or the EEA to a country which is not recognised by the UK ICO or the European Commission (as the case may be) as having an adequate level of protection for personal data, Countfire shall, upon request, enter into Standard Contractual Clauses with the Customer or with the relevant Sub-processor (as agent on behalf of the Customer) for such transfer of Personal Data.

14. Costs
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14.1 The Customer shall pay any reasonable costs and expenses incurred by Countfire in meeting the Customer’s requests made under paragraphs 8, 10 and 12 of this Schedule.

15. Miscellaneous

15.1 Any obligation imposed on Countfire under the Agreement in relation to the processing of Personal Data shall survive any termination or expiration of the Agreement.

15.2 In the event of inconsistencies between any provision of the Agreement and provision of this Schedule, the provision of this Schedule shall prevail with regard to the parties’ obligations relating to the processing of the Personal Data.

Annex 1

Data processing information

This Annex 1 includes certain details of the processing of Personal Data as required by Article 28(3) GDPR.

  • Subject matter, nature and purposes of the processing of Personal Data: Processing for the purposes of provision of the Countfire Service and any technical support in connection with the Customer’s use of the services.
  • Duration of the processing: The duration of the Agreement.
  • Type of personal data: Personal data which the Customer processes using the Countfire Service intentionally or inadvertently.
  • Categories of data subjects: Customers of the Customer (if applicable) and Customers’ Users.