Legal terms

These are the legal terms on which Spanstead Works is provided. The commercial terms covering price, renewal, refunds and cancellation are in the Commercial Terms, and both apply together.

Read them alongside the Privacy Notice, the Acceptable Use policy, and Customer Communications and Consent.

The English text governs. These terms may be shown in Spanish or another language as a courtesy. Where a translation differs from the English, the English controls. See Section 19.1.

1. At a glance

This is a summary and not a substitute for the rest of the document, but it is an honest one.

2. Who these terms are between, and when they take effect

These terms are between Spanstead LLC, a Kansas limited liability company at 11701 Roe Ave, Ste D PMB 1057, Leawood, KS 66211 ("we" and "us"), and the business that subscribes ("you" and "your organization"). They take effect when someone with authority to bind your organization accepts them, which in practice is when the account owner accepts them at checkout or on the agreements screen.

The person accepting must have authority to bind the organization. Only the account owner is asked, precisely because a crew member cannot commit their employer to a contract.

Acceptance is recorded with the account holder's name as it stood at that moment, the time, the IP address, and the exact version of the text that was on screen. That record is what either side can point to later.

Individual users invited into a workspace, such as managers, crew and subcontractors, are bound by the acceptable use rules in Section 9, but they do not bind your organization to anything.

3. What we provide

Spanstead Works is a business management platform covering customers and leads, scheduling and jobs, field operations, estimates and invoices, payments, inventory and assets, messaging, and, depending on your plan, employment records, timecards and worker location history.

It is delivered as a web application, a desktop application, and mobile applications for operators and for crews, together with a self-service portal your own customers can use.

The applications you install on a device are licensed separately, and in more detail, by the End User Licence Agreement. This document governs the hosted service; that one governs the software. Where they disagree, this one wins, except on the licence to install and run the software and on the app-store terms.

What it is not. It is not accounting software, a payroll provider, a system of record for tax filing, or legal or HR advice. It produces records that support those functions. It does not perform them, and it does not verify that what you do with its output is lawful.

4. Your licence to use it

For as long as your subscription is current and paid, you may use Spanstead Works for your own business operations, for the number of workers your plan covers.

You may not resell, sublicense, or provide it as a service to others; copy, decompile or reverse engineer it, except where the law permits you to despite this term; remove or obscure our marks; use it to build a competing product; or circumvent the plan limits or licensing controls.

"Spanstead", "Spanstead Works", and our logos are trademarks of Spanstead LLC. This licence covers using the product. It gives you no right to use our name, logo, or other marks, including in your own marketing, without our prior written permission.

Each login is named and personal. Sharing one login between two people breaches these terms, and it corrupts the timecard, audit and location records that login produces, which is usually the more expensive consequence.

Why you opened the account matters. By subscribing you confirm that you are here to run your own business on Spanstead Works, not to study, benchmark or reproduce it for a competing product, and not on behalf of an undisclosed competitor. Obtaining access under a false or borrowed identity, or by concealing who you are working for, breaches these terms from the moment the account is opened. The access was obtained by misrepresentation, so none of it was ever licensed to you.

Where we reasonably believe that is what has happened, we may decline a signup or end an account immediately, without the notice and cure period in Section 15. If we get that wrong we will refund the unused part of your term. We would rather return a genuine customer's money than hand a competitor a working copy of the product.

5. Your account and its security

You are responsible for the credentials issued to your organization and for what is done with them. Keep them confidential, enable two-factor authentication, and remove access promptly when someone leaves.

Tell us at security@spanstead.com as soon as you suspect unauthorised access. We may suspend an account without notice where we believe it is compromised or is being used to attack the platform or another customer. Suspension in that situation protects other people's data, and we will tell you why as soon as we safely can.

6. Your data

You own it. Everything your organization puts into Spanstead Works, including your customer records, jobs, invoices, files and employment records, remains yours. Subscribing gives us no ownership of it and no right to use it for our own purposes.

We use it only to provide the service to you, to keep the required security and audit records, and where the law compels us. Specifically, and without exception: we do not sell it, we do not share it for advertising, and we do not use it to train machine-learning models.

You can export your data at any time. What happens to it after cancellation or termination is set out in Section 9 of the Commercial Terms. How we handle personal information generally is in the Privacy Notice.

Aggregate statistics. We may use anonymised, aggregated figures, such as how many workspaces use a given module or how long a typical job takes, to improve and describe the product. Nothing in that output identifies you, your customers, or your workers, and it cannot be reversed to do so.

7. Who is responsible for the personal data in your workspace

This is the most consequential clause in the document, so it is stated plainly rather than in defined terms.

You are the controller of the personal data you put into Spanstead Works. We are the processor. You decide what is collected about your customers and your workers, and why. We hold it and act on your instructions.

That makes the following your responsibility rather than ours:

1. Having a lawful basis to collect and hold what you enter.
2. Giving your customers and workers the notices their jurisdiction requires.
3. Obtaining consent where consent is required. This includes marketing consent before sending marketing messages through the platform, as set out in Customer Communications and Consent, and monitoring consent before enabling location capture, as set out in the Workforce Monitoring Policy.
4. Responding to access, correction and deletion requests from your own customers and workers. We will help, and we will direct to you any request we receive, but we will not disclose or delete your records at a third party request.
5. Complying with employment, wage-and-hour, and monitoring law in every state where your workers are. Being remote does not move a worker's protections to your state.

What we do in return: hold the data securely as described in Section 10, process it only for you, keep the audit and confidential access records the product produces, use the providers listed in Section 4 of the Privacy Notice and no others without notice, tell you without undue delay if we discover a breach affecting your data, and delete or return it when the relationship ends.

The location feature deserves a specific warning. The platform enforces consent structurally: a location record cannot exist without an open time entry and a signed acknowledgment. That enforcement is real, and it is not a compliance opinion. It does not tell you whether capturing location is lawful for a given worker in a given state, whether your notice is adequate, or whether the acknowledgment of a minor is sufficient. Those questions remain yours to answer.

8. What you may and may not store

The Acceptable Use policy governs this and forms part of these terms. In summary, you may not store in Spanstead Works: Social Security numbers, bank account numbers, biometric identifiers, medical records beyond the limited outcome fields provided, or raw payment card numbers outside Stripe or Square.

These are prohibitions on you, not merely on our database. The custom field builder and the file store will physically accept anything. That they accept it is not permission. Storing prohibited categories is a breach of these terms, and the consequences of a breach involving them fall on you.

9. Acceptable use

You and everyone you invite must not use Spanstead Works to:

1. break the law, or help anyone else to do so;
2. send messages to people who have not consented, or ignore an opt-out;
3. store or transmit malicious software, or attack, probe or overload the platform;
4. attempt to reach another customer's data, or any data your role does not entitle you to;
5. monitor workers beyond what the Workforce Monitoring Policy permits, or disable, falsify or work around the consent and disclosure controls;
6. share logins, or falsify timecard, location or audit records;
7. systematically capture the product itself, meaning its screens, workflows or interface, by scraping, automated capture or bulk screenshotting, for any purpose other than running your own business. Your own data is a different thing entirely and is yours to export whenever you like, as set out in Section 9 of the Commercial Terms;
8. harass anyone, or store content that is unlawful or that you have no right to hold.

We may suspend or terminate for a material breach. Where the breach can be fixed and no one is at immediate risk, we will tell you and give you a reasonable chance to fix it first.

10. Security, availability and support

We maintain the safeguards described in Section 9 of the Privacy Notice: encryption in transit, application-layer encryption of HR identity fields and integration credentials, role-based access, two-factor authentication, and append-only audit logging.

Any uptime commitment, and the support response times that go with your plan, are in the Commercial Terms. Where a plan carries one, the service credits described in Section 11 of that document are your sole and exclusive remedy for a failure to meet it. Outside a commitment stated there the service is provided as available, and we make no availability promise at all. We will give reasonable notice of planned maintenance where we can.

Back up what you cannot afford to lose. We keep backups as part of running the service, and they are not a substitute for your own export.

11. Third-party integrations

Where you connect Stripe, Square, QuickBooks, Twilio, WhatsApp, Shopify, or any other service, that connection is between you and that provider on their terms. We are not responsible for their availability, their pricing, their handling of data, or changes they make to their systems.

Connecting an integration authorises us to exchange the data that integration needs. Disconnecting it stops any future exchange. It does not retrieve what has already been sent.

We are not liable for what a third-party provider does or fails to do, including an outage, a price or policy change, a suspension of your account with them, a change to their API, or their handling of the data you sent them. Where their behaviour degrades the platform we will tell you and work around it where we can, but that claim is theirs to answer rather than ours.

11.1 Product discovery and supplier links

Inventory, equipment, and vehicle search and photo identification provide suggestions for you to review. A match does not certify a product's identity, compatibility, safety, availability, or price. Check the manufacturer's specifications and the supplier's current listing before saving or purchasing. Selecting a result prefills a form; it does not place an order or save the item without your action. Optional supplier image previews are reference images of a listed product, not evidence of your asset's condition or exact variant. Preview availability depends on supplier permissions and technical availability; it does not grant you an independent right to reuse the image elsewhere. Vehicle model matches are not VIN decoding, vehicle-history reports, or roadworthiness assessments. Asset service targets, renewal dates, and operational importance are reference information, not automatic reminders, manufacturer-approved maintenance schedules, or proof of compliance.

Retailer and manufacturer names, marks, listings, and other third-party content remain subject to their owners' rights and terms. A search result or purchase link does not imply endorsement, affiliation, or permission to reproduce a catalog, photograph, review, or product description. Use source links to check details. You must have the rights needed for any content you keep or reuse.

Direct supplier-page extraction is enabled only for domains approved for that use. Availability of a public page alone is not authorization to scrape or copy it. We do not bypass sign-in, bot checks, paywalls, or other access restrictions. Web-search links do not receive added affiliate tracking. An enabled Amazon Associates catalog integration uses Amazon-provided partner links and displays an Associates disclosure. Amazon API results are view-only unless the integration has permission covering permanent product-fact import. Third-party catalog access does not grant broader content rights.

12. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care, and that we have the right to license it to you.

Otherwise the service is provided "as is". To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted or error-free, or that it will meet a requirement you have not told us about.

We specifically do not warrant that using the platform makes you compliant with anything. The product is built to make compliance easier and to enforce several rules structurally. Whether your use of it satisfies employment law, wage-and-hour law, monitoring law, tax law, or privacy law in your states is a question about your business, and we do not answer it.

If we breach the skill-and-care warranty, tell us and we will re-perform the affected part of the service. Where we cannot within a reasonable time, you may terminate the affected subscription and we will refund the prepaid fees for the part you did not receive. That is your exclusive remedy for a breach of that warranty, and it is a real one: this is the only affirmative promise in the document, so it comes with a stated way to make it good rather than an argument about damages.

Free, trial, beta, preview and early-access features carry no warranty at all. They are provided as is, we may change or withdraw them at any time, and where you have paid us nothing for them the hundred-dollar floor in Section 13 is the whole of our liability. We label such features rather than letting you find out afterwards.

Some states do not allow certain disclaimers. Where that is so, this section applies as far as it lawfully can and no further.

13. Limitation of liability

This section is the ceiling on what either of us can owe the other. It applies across every document listed in Section 19.1 rather than once per document: there is one cap between us, not seven.

Neither side is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, business interruption, the cost of substitute services, or lost or corrupted data, even if told that such damages were possible, and even if a remedy in these terms fails of its essential purpose.

Our total liability for all claims taken together is capped at the fees you paid us in the twelve months before the first event giving rise to a claim. Where you have paid us nothing — because you are in a trial, because you are using a free or preview feature, or for any other reason — our total liability is capped at one hundred US dollars.

Four points of arithmetic, because a cap that is vague about its own sum is not a cap:

1. Fees means our fees. The figure is what you paid Spanstead for the subscription. It excludes tax, the pass-through usage charges in Section 10 of the Commercial Terms, anything you paid Stripe, Square, Twilio, Meta or another provider on your own account, and any amount we have already refunded or credited to you.
2. The cap is aggregate, not per claim. Several claims, several documents, several legal theories, and several of your affiliates and users all draw down one figure. Paying it out exhausts it.
3. The form of the claim does not matter. The cap applies whether a claim is brought in contract, in tort including negligence, under a statute, in restitution, or on any other basis.
4. It runs both ways. The exclusion of indirect and consequential loss applies to you as it applies to us.

What sits outside the cap. It does not limit either side's liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; for your payment obligations under the Commercial Terms; for your indemnity under Section 14; or for anything else the law does not permit to be limited. Our own indemnity under Section 14 is limited separately, and higher, as that section sets out.

Time limit. Any claim arising out of or relating to these terms must be brought within one year of the day the claim first arose, after which it is barred whatever a longer statutory period would otherwise allow. That is not a trap. It means neither of us is defending a dispute about a job record from four years ago on the strength of nobody's memory.

This allocation of risk is part of the price. Our fees are set on the assumption that this section applies. Neither of us would agree to these terms without it. If your business genuinely needs a higher cap, write to legal@spanstead.com and we will quote it rather than pretend the risk is free.

14. Indemnities

You indemnify us against any third-party claim, and the damages, settlements, fines and reasonable legal costs that follow it, arising from: your data or its content; your use of the platform in breach of these terms; your storage of categories prohibited by Section 8; messages you sent without the consent you claimed, including any claim under the Telephone Consumer Protection Act or the CAN-SPAM Act; your obligations as an employer, including wage-and-hour, monitoring and background-check law; and claims by your workers or your customers about your collection or use of their data, including monitoring and location. This indemnity is not subject to the cap in Section 13.

We indemnify you against a third-party claim that Spanstead Works, used as we licensed it, infringes a US patent, copyright, trademark or trade secret. That indemnity is subject to all of the following:

1. You tell us promptly, let us control the defence and any settlement, and cooperate with it at our expense. Late notice releases us only to the extent it actually prejudiced the defence.
2. It does not cover a claim arising from your data; from your use of the platform in breach of these terms; from combining the platform with anything we did not supply; from a modification we did not make; or from your continued use of a version after we asked you to stop.
3. Where such a claim is made, or we reasonably believe one is coming, we may at our option obtain the right for you to keep using the affected part, modify or replace it so that it no longer infringes, or — if neither is commercially reasonable — withdraw it and refund the prepaid fees attributable to it. Doing any one of those three discharges this indemnity.
4. Our total liability under this indemnity is capped at three times the fees you paid us in the twelve months before the claim, or twenty-five thousand US dollars, whichever is the greater.

These are the whole of each side's indemnity obligations. Neither of us owes the other an indemnity by implication, and nothing elsewhere in these terms creates one.

15. Term and termination

These terms run for as long as your subscription does. Cancellation, renewal, and what happens to your data afterwards are covered in Sections 5, 6 and 9 of the Commercial Terms.

Either side may terminate for a material breach that remains unfixed 30 days after written notice. We may terminate immediately for a breach of Section 8 or Section 9 that puts other people's data or the platform at risk, and for the misrepresented access case in Section 4, where there is nothing to cure because the account should never have been opened.

Sections 6, 7, 12, 13, 14, 16, 17 and 19 survive termination, along with anything else that by its nature should.

We will not use termination to withhold your data. The export window in Section 9 of the Commercial Terms applies however the relationship ends, including where we ended it.

16. Governing law and disputes

These terms are governed by the laws of the State of Kansas, without regard to its conflict-of-laws rules. The state and federal courts located in Kansas have exclusive jurisdiction, and both sides consent to venue there.

Before filing anything, tell the other side in writing and allow 30 days to resolve it. Most disputes end here, and this step costs nothing.

Jury trial waiver. Both sides waive any right to a jury trial in a dispute arising out of or relating to these terms. A commercial dispute about software turns on documents, logs and timelines, and both of us are better served by a judge who reads them.

Disputes are brought individually. Both sides agree to bring any dispute in their own individual capacity, and not as a plaintiff or class member in a class, collective, consolidated or representative proceeding. Neither may act as a class representative or private attorney general against the other. If this paragraph is held unenforceable in a particular case it is severed for that case only, and the rest of this section stands.

Each side bears its own costs, except where a statute or a court order says otherwise.

17. Confidentiality

Each side may learn things about the other that are not public. Neither will disclose the other confidential information except to people who need it and who are bound to protect it, and each will protect it at least as carefully as it protects its own.

This does not cover information that is already public, was already known without obligation, is independently developed, or must be disclosed by law. In that last case, where it is lawful to do so, the disclosing side gives notice first.

18. Changes to these terms

We may update these terms. A material change creates a new version, and account owners are asked to accept it before continuing to use the product. That is what the version number and effective date at the top of this document exist for: you can always establish exactly which text you agreed to and when.

Non-material corrections, such as a typo, a broken link, or a reflowed paragraph, do not create a new version and do not require re-acceptance.

Previous versions you accepted remain visible in Settings, under Agreements.

19. General

19.1 The documents that make up our agreement, and which one wins

Your agreement with us is these Legal Terms together with the Commercial Terms, the End User Licence Agreement, the Data Processing Terms, the Privacy Notice, What you may and may not store, and Customer Communications and Consent. Seven documents, one agreement, one liability cap under Section 13.

Together they replace everything said before them, including anything said in a sales conversation, a demo, a proposal, or on our website. Where two of them conflict, they are read in this order, highest first:

1. A written order form or amendment that both of us have signed.
2. The Commercial Terms, on price, billing, renewal, cancellation, refunds, uptime and data retention.
3. These Legal Terms, on everything else.
4. The Data Processing Terms, on how we handle personal data on your behalf.
5. The EULA, on the licence to install and run the software, and on app-store terms.
6. The remaining policies, each on its own subject matter.

Your purchase order does not change any of this. Terms printed on a purchase order, a vendor onboarding portal, or a supplier questionnaire have no effect on our agreement unless we sign something saying they do — whatever that form says about acceptance by performance or by invoicing.

A translation does not change any of it either. We may show these documents in Spanish or another language as a courtesy. The English text is the one you accept and the one that governs. Where a translation differs from the English or leaves something out, the English controls, and a translation creates no right or obligation that the English does not.

19.2 Force majeure

Neither side is liable for a failure or delay caused by something outside its reasonable control: natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour action, government action, an outage at a hosting, network or payment provider, a widespread internet or power failure, or a large-scale cyberattack that the affected side's own safeguards, kept as Section 10 describes, could not reasonably have prevented.

The affected side tells the other as soon as it reasonably can, and resumes as soon as it reasonably can. None of this excuses payment for service already delivered. Where such an event runs past 30 days, either side may terminate, and we refund the prepaid unused fees.

19.3 Notices

Legal notices to us go to legal@spanstead.com, and to Spanstead LLC, 11701 Roe Ave, Ste D PMB 1057, Leawood, KS 66211. Notices to you go to the account owner's email address on the account and are effective when sent.

Keeping that address current is your responsibility, because it is where a notice of breach, a price change, a renewal reminder and a security disclosure all arrive.

19.4 Assignment

You may not assign or transfer this agreement, in whole or in part, without our written consent — except to a successor to your entire business that is not a competitor of ours and that assumes these terms in full, on notice to us. We may assign it to an affiliate, or in connection with a merger, acquisition or sale of assets, on notice to you. An attempted assignment that breaks this paragraph is void.

19.5 Independent contractors, and nobody else's rights

We are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship, and neither side may bind the other or hold itself out as able to.

This agreement gives rights to you and to us and to nobody else. No third party may enforce it, with one exception: Apple, which Section 12.1 of the EULA makes a third-party beneficiary of that document, because Apple's own rules require it of every developer.

19.6 Export, sanctions and government users

You confirm that you are not located in — and are not acting for anyone located in — a country subject to a US Government embargo, and that you are not on any US Government list of prohibited or restricted parties. You will not use the platform in violation of US export or sanctions law.

Where a US Government body is the customer, the platform is "commercial computer software" and "commercial computer software documentation" under 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, and is supplied with only the rights set out in this agreement.

19.7 Severability, waiver, and headings

If a provision is held unenforceable, it is modified to the least extent needed to make it enforceable, or severed if it cannot be, and the rest stands — with the exception in Section 16 for the individual-disputes paragraph, which is severed for that case only. Not enforcing a term is not a waiver of it, and a waiver on one occasion is not a waiver on the next. Headings, and the "at a glance" table in Section 1, are for navigation and do not change the text beneath them.

19.8 Using your name

We may name you in a customer list, and use your logo, to say that you use Spanstead Works. Anything beyond that — a quote, a case study, a press release — needs your written agreement first, and you can withdraw even the plain mention at any time by emailing legal@spanstead.com.