Terms & Conditions

Parley (the “Service”) is operated by the Spendbase group. Depending on your location, your contract is with one of the following entities (each, “Spendbase”, “we”, “us”, or “our”):

• Spendbase Ltd., a company registered in England and Wales under company registration number 14725974, with its registered office at 41 Luke Street, London, England, EC2A 4DP, United Kingdom (“Spendbase Ltd”) — if you are located in the United Kingdom, the European Economic Area, or any country outside the Americas; or
• Spendbase Inc., a corporation established in Delaware, USA under company registration number 61-2064269, with its registered office at 16192 Coastal Highway, Lewes, DE 19958, USA (“Spendbase Inc”) — if you are located in the United States, Canada, or elsewhere in the Americas.

These Terms & Conditions (the “Terms”) form a binding agreement between you and the applicable Spendbase entity governing your access to and use of the Service. By creating an account, connecting a mailbox, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

If you are using the Service on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to that organization.

In these Terms:

• “Vendor” means a third-party supplier, service, or provider you negotiate with using the Service.
• “Brief” means the objective, context, target price, notes, and any documents you provide to guide a negotiation.
• “Draft” means an AI-generated message the Service prepares on your behalf.
• “Auto mode” means a per-negotiation setting under which the Service may send Drafts automatically, subject to the safeguards described below.
• “Connected Mailbox” means an email account you authorize the Service to access via OAuth.

Parley connects to your Connected Mailbox to identify vendor renewal, pricing, and quote messages, drafts negotiation replies using artificial intelligence, tracks renewals and outcomes, and — where you enable it — sends replies on your behalf. The Service is a tool that assists you; it does not act as your legal, financial, procurement, or professional advisor, and it does not enter into contracts for you.

We may add, change, or remove features at any time. We may also impose usage limits (for example, on scan frequency or message volume) to protect the stability and security of the Service.

You must be at least 18 years old and able to form a binding contract. The Service is intended for business use with a corporate email address; sign-ups from free consumer email providers and from certain restricted jurisdictions may be declined.

You are responsible for the accuracy of your account information, for keeping your credentials secure, and for all activity that occurs under your account. Notify us promptly of any unauthorized use. Authentication is provided through our identity provider; you are also bound by its applicable terms.

When you connect a mailbox, you authorize the Service to access incoming vendor-related messages and, only after you separately enable sending, to send replies. Access is granted through your email provider’s secure OAuth flow. We request the minimum access needed — read-only to start, and send permission only when you explicitly grant it.

Your use of Google or Microsoft accounts through the Service is also subject to the Google API Services User Data Policy or Microsoft’s applicable terms, as relevant. You can revoke the Service’s access at any time from within Parley or from your email provider’s security settings; doing so will stop further scanning and sending.

You are responsible for every message sent from your Connected Mailbox through the Service, whether you approve it manually or it is sent in Auto mode. Drafts are proposals: you should review them before they go out. In Manual mode nothing is sent without your approval. In Auto mode, the Service applies safeguards — including a short cancellation window before sending, a cooling-off gap between messages, sending only within configured business hours, and mandatory checkpoints that return a Draft to you for approval (for example when a vendor makes an offer, when a negotiation stalls, when deadline or legal/contract language is detected, and before any message that would accept or close a deal).

These safeguards reduce but do not eliminate the risk that an automated message is sent that you would not have approved. You accept that risk when you enable Auto mode, and you can pause all sending at any time using the global pause control. The Service does not accept, sign, or finalize agreements on your behalf; commitments to a Vendor are made by you.

We do not guarantee any particular discount, saving, response, or outcome. Estimated savings shown in the Service are indicative only.

You retain all rights in the Briefs, documents, and other content you provide (“Your Content”). You grant us a limited, worldwide, royalty-free license to host, process, and transmit Your Content solely to operate and improve the Service for you, including sending it to our AI provider to generate Drafts.

You represent that you have the rights and permissions necessary to provide Your Content and to authorize us to process the contents of your Connected Mailbox, and that doing so does not violate any law or the rights of any third party (including confidentiality obligations you owe to Vendors).

You agree not to, and not to permit anyone to:

• use the Service to send unlawful, fraudulent, deceptive, harassing, or abusive communications, or to impersonate any person or entity;
• use the Service in violation of applicable law, including anti-spam, export-control, and sanctions laws, or in violation of your email provider’s terms;
• attempt to gain unauthorized access to the Service, probe or circumvent its security, or interfere with its operation;
• reverse-engineer, scrape, resell, or build a competing product from the Service, except to the extent this restriction is prohibited by law;
• upload malware or content you do not have the right to provide.

The Service uses AI models to classify emails and generate Drafts. AI output can be inaccurate, incomplete, or unsuitable, and may occasionally produce content that does not reflect your intent. You are responsible for reviewing AI output before relying on or sending it. The Service is not a substitute for professional, legal, financial, tax, or procurement advice.

Paid plans are billed in advance on a recurring monthly or annual basis through our third-party payment processor. By subscribing, you authorize us and our processor to charge your payment method for the applicable fees and taxes. Fees are exclusive of taxes unless stated otherwise, and you are responsible for any applicable taxes.

Unless stated otherwise, subscriptions renew automatically for successive periods until cancelled. You may cancel at any time; cancellation takes effect at the end of the current billing period, and access continues until then. Except where required by law, fees already paid are non-refundable and partial periods are not pro-rated. We may change prices with reasonable prior notice, effective from your next renewal.

The Service integrates with third-party services (including email providers, our AI provider, authentication, payment processing, and analytics/CRM tools). Your use of those services through Parley may be subject to their own terms and privacy policies. We are not responsible for third-party services, and their availability may affect the Service.

The Service and all associated software, models, design, text, and branding are owned by Spendbase and its licensors and are protected by intellectual-property laws. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service in accordance with them. No rights are granted to our trademarks or branding. All rights not expressly granted are reserved.

Each party may access information of the other that is confidential. We treat Your Content and the contents of your Connected Mailbox as confidential and use them only as described in these Terms and our Privacy Policy. You agree to keep non-public information about the Service confidential.

To the maximum extent permitted by law, the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and availability. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that it will identify every opportunity or produce any particular result. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or anticipated savings, arising out of or relating to the Service, even if advised of the possibility. Our total aggregate liability arising out of or relating to the Service will not exceed the greater of (a) the amount you paid us for the Service in the twelve months before the event giving rise to the claim, or (b) EUR 100.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as for death or personal injury caused by negligence, fraud, or, where applicable, consumer rights).

You will defend, indemnify, and hold harmless Spendbase and its officers, employees, and agents from and against any claims, damages, liabilities, and reasonable expenses (including legal fees) arising out of your Content, your use of the Service, your breach of these Terms, or your violation of applicable law or the rights of a third party (including any message sent from your Connected Mailbox).

These Terms apply while you use the Service. You may stop using the Service and delete your account at any time. We may suspend or terminate your access, with or without notice, if you breach these Terms, if required to comply with law, or to protect the Service or its users. On termination, your right to use the Service ceases; sections that by their nature should survive (including content licenses granted to us for processing, IP, disclaimers, liability limits, indemnity, and governing law) will survive.

We may update these Terms from time to time. If a change is material, we will provide reasonable notice through the Service or by email before it takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms; if you do not agree, you should stop using the Service.

The governing law and forum depend on your contracting entity:

• If your contract is with Spendbase Ltd, these Terms are governed by the laws of England and Wales, without regard to conflict-of-laws rules, and the courts of England and Wales have exclusive jurisdiction.
• If your contract is with Spendbase Inc, these Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules, and the state and federal courts located in Delaware have exclusive jurisdiction.

In each case, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. If you are a consumer, you may also benefit from mandatory protections of the law of your country of residence, which these Terms do not override.

These Terms, together with the Privacy Policy and any order or plan you subscribe to, are the entire agreement between you and Spendbase regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to you may be given through the Service or to your account email.

Questions about these Terms can be sent to Spendbase at support@parley.deal.