Legal
Last updated: 1 August 2026
Please read these Terms carefully before using Adestio. They form a binding agreement between you and Adestio.
These Terms of Service ("Terms") form a binding agreement between you and Provolve Ltd, a company registered in England and Wales under company number 05300480, whose registered office is at 12 Willowdale Close, Petersfield, GU32 3PS, trading as Adestio ("Adestio", "we", "us"). They govern your use of the Adestio application ("the App") and this website ("the Site"), together "the Service".
They incorporate our Privacy Policy by reference.
Almost everyone who uses Adestio does so on behalf of a business. If you are one of them, you confirm you have authority to bind that business, and "you" and "Customer" mean that business as well as you personally.
Where you and Adestio have signed a separate written agreement or order form covering the same subject matter, that document takes precedence over these Terms to the extent of any conflict.
If you do not agree to these Terms, do not use the Service.
Adestio is an enterprise resource planning and material requirements planning platform for manufacturers, fabricators and distributors. Depending on the modules you enable, it allows you to:
The Service is provided on a software-as-a-service basis. We may add, change, suspend or withdraw features. Where a change would materially reduce core functionality you rely on, we will give you at least 30 days' notice, except where a shorter period is needed for security or legal reasons.
Your first administrator account is created when you register. Administrators then create every other user from within the App and grant each of them access on a per-module basis.
You are responsible for:
Each user account is personal to one individual. Accounts must not be shared between people.
We may suspend an account that we reasonably believe has been compromised, or that is being used in breach of clause 7.
There is no licence fee, no per-user charge, no implementation fee and no minimum term. You may apply, be provisioned, configure the Service and use it across your whole organisation without paying anything in advance. We do not charge per user at any point.
Instead, Adestio is paid an Order Fee: a percentage of the Net Order Value of Fulfilled Orders, applied in bands to your Rolling Twelve Month Value.
Your rate is agreed in writing before you go live and is recorded in your order form. The published bands below are our default. Because margins differ greatly between industries, we may agree different rates or a different basis with you. Whatever is agreed does not vary with the number of users, facilities, products or modules you use, and can only be changed by written agreement between us.
4.1 Definitions. A Fulfilled Order is a sales order recorded in the Service and marked as dispatched. Quotations, draft orders and orders cancelled before dispatch are not Fulfilled Orders and attract no fee. Net Order Value is the sell value of the order as recorded in the Service, excluding VAT and any equivalent sales tax, and excluding separately itemised freight, delivery and installation charges unless your order form says otherwise. Rolling Twelve Month Value is the total Net Order Value of Fulfilled Orders in the twelve months ending on the last day of the month being invoiced.
4.2 Default bands. Unless your order form says otherwise, the Order Fee is calculated on your Rolling Twelve Month Value in marginal bands, so each band applies only to the value falling within it:
4.3 Group. The free band and the annual cap apply to your Group as a whole, meaning you together with any entity that controls you, that you control, or that is under common control with you. Where a Group operates more than one tenant, their values are aggregated. Splitting activity across tenants or entities does not increase the free band.
4.4 Measurement. Order Fees are calculated from the records held in the Service. Each invoice is accompanied by a statement itemising the orders included, their Net Order Value, the bands applied and the resulting fee, so that you can reconcile it against your own records.
4.5 Invoicing. We invoice monthly in arrears for orders dispatched in the preceding calendar month. Invoices are payable within 30 days of the invoice date, in the currency stated on the invoice. Where fees are agreed in pounds sterling and invoiced in another currency, we will state the rate used.
4.6 Credits. If a Fulfilled Order is subsequently cancelled, returned or credited in full, the corresponding Order Fee is credited against your next invoice, and partial credits are applied proportionately. If you write off a customer invoice as a bad debt, tell us and we will credit the Order Fee on it; you should not pay us on money you never received. Credits are set against future invoices and are not payable in cash.
4.7 Queries. If you dispute an invoice, tell us within 30 days of the invoice date with enough detail for us to investigate. You must pay any undisputed portion on time. We will work with you in good faith to resolve the disputed part promptly.
4.8 Taxes. All fees are exclusive of VAT and any equivalent sales, use or withholding tax, which you are responsible for in addition, other than tax on our own income. We will issue a valid VAT invoice where VAT applies.
4.9 Other charges. Publishing your own listing on a public app store, and any dedicated infrastructure, are optional and charged separately at the rates set out in your order form. A branded application build for your own distribution is included at no charge.
4.10 Late payment. We may charge statutory interest and compensation on overdue undisputed amounts under the Late Payment of Commercial Debts (Interest) Act 1998. If an undisputed invoice is more than 30 days overdue, we may suspend the Service on 14 days' written notice. Suspension does not affect your right to export your data under clause 5.
4.11 No fee on failure. If the Service never records a Fulfilled Order, no Order Fee ever becomes payable. If it records fewer than the free band in any rolling twelve months, no Order Fee is payable for that period. That is the intention of this pricing model, and we will not invoice you for anything else unless you have separately agreed to it in writing.
Customer Data means all data you or your users put into the Service, and all data the Service generates from it, including product, stock, order, supplier, customer and personnel records.
As between you and us, Customer Data is yours. We claim no ownership of it.
You grant us a non-exclusive, worldwide licence to host, copy, transmit, display and process Customer Data solely to provide, secure, support and maintain the Service for you, and as otherwise required by law.
We may generate aggregated and de-identified statistics from use of the Service, and may use those to operate and improve it. Such statistics will not identify you, your users, your customers or your suppliers, and we will not disclose them in a form that could reasonably be used to do so.
Export. You may export Customer Data as CSV from within the Service at any time while your account is active, and during the 30-day period after termination described in clause 18.
Backups. We take routine backups for our own operational resilience. Those backups are not a substitute for your own records, and clause 13 applies.
If you enable clocking, the Service records a clock-in and clock-out event for each user, including the time, a photograph captured at the moment of clocking, and, on clock-in only, the device's latitude and longitude.
Adestio does not perform facial recognition. The photograph is stored and shown alongside the clock event so a supervisor can see who clocked. We do not create a facial template or other biometric identifier from it, we do not match it against any other image, and we do not use it to identify anyone automatically.
You are the employer, not us. You are responsible for:
Some jurisdictions regulate photographs of workers, workplace location tracking, or both, more strictly than others. Because we cannot know where each of your workers is or what applies to them, this responsibility sits with you.
Shifts left open beyond a configured limit are closed automatically by a scheduled process, and the resulting event is marked as automatic and carries an explanatory comment. You remain responsible for the accuracy of the hours you rely on for payroll.
You must not, and must not permit anyone else to:
We may investigate suspected breaches and may suspend access where we reasonably believe it is necessary to protect the Service, other customers, or any person.
The Service can connect to third-party systems, including accounting packages, CRM systems, messaging tools, label printers and CAD or PDM systems. Those connections are optional and you choose which to enable.
Each third-party service is provided by its own supplier under its own terms and privacy policy. Your relationship with that supplier is yours, not ours, and you are responsible for having the necessary rights and licences to use it and to connect it to Adestio.
When you enable an integration, you instruct us to exchange the relevant Customer Data with that service. We are not responsible for what the third party does with data once it has been transferred at your instruction, nor for that service's availability, accuracy or security.
A third party may change or withdraw its interface at any time. If that breaks an integration, we will make reasonable efforts to restore it, but we cannot guarantee continued compatibility.
Parts of the Service use artificial intelligence to help you author configurations. The clearest example is the formula assistant: you describe a rule in plain language and the Service suggests a quantity or validation formula.
To do that, the Service sends your description together with the inventory of variable names, sample values and line references from the relevant definition to a third-party model provider acting as our sub-processor. That provider is listed in our Privacy Policy.
You should not enter personal data, credentials or third-party confidential information into an AI prompt. Describe the rule, not the people.
Suggestions are drafts, not advice. Every suggestion is checked against our formula engine before you can apply it, which catches expressions that do not evaluate. That check does not, and cannot, confirm that the formula expresses the commercial or engineering rule you actually intended. You remain responsible for reviewing what you publish and for the parts lists, quotations and orders that result from it.
We give no warranty that AI output is accurate, complete or fit for any purpose, and clauses 14 and 15 apply to it in full.
The Service, including its software, interfaces, formula engine, documentation, name and branding, is owned by Adestio and its licensors and is protected by intellectual property law. Nothing in these Terms transfers any of it to you.
We grant you a non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes for as long as this agreement is in force and you are not in material breach of it.
Configurations you author, including form definitions, parts lists and the formulas in them, are Customer Data and remain yours.
If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation to you. We will not identify you as the source without your agreement.
Where Customer Data includes personal data, you are the controller and we are the processor for the purposes of the UK GDPR and the Data Protection Act 2018, except in respect of your own account and billing information, where we act as controller. We process personal data only on your documented instructions, which include your use of the Service and these Terms.
We maintain technical and organisational measures appropriate to the risk, including encryption in transit, access control, per-module permissions, an append-only movement ledger and server-side enforcement of privileged operations.
We will assist you, at your reasonable cost where the effort is substantial, with data-subject requests, impact assessments and regulator enquiries relating to Customer Data.
Where the applicable data protection law requires a separate data processing agreement, that agreement is available on request and, once signed, prevails over this clause to the extent of any conflict.
Sub-processors, international transfers and retention are described in the Privacy Policy.
No system is completely secure. If we become aware of a personal data breach affecting Customer Data, we will notify you without undue delay and give you the information you reasonably need to meet your own notification obligations.
We aim to keep the Service available at all times but do not commit to a specific uptime figure unless your order form says otherwise.
We may carry out maintenance that interrupts the Service. Where an interruption is planned and likely to be material, we will give reasonable advance notice.
Parts of the Service are designed to keep working while a device is offline, and will synchronise when connectivity returns. Some operations, including stock transactions that must be applied atomically and anything that calls a third-party service, require connectivity and are not available offline.
Support is provided in English by email at hello@adestio.com and through the in-app support function, during our normal business hours.
Adestio is a tool you use to run your operation. It is not a statutory system of record.
You remain responsible for keeping the books, payroll records, tax records, safety records and any other records that law requires of you, and for their accuracy, whether or not the Service holds a copy.
You should keep your own independent backups of anything you cannot afford to lose. Export is available at any time under clause 5.
To the maximum extent permitted by law, and except as expressly stated in these Terms, the Service is provided "as is" and "as available", and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
In particular, we do not warrant that:
Outputs of the Service depend entirely on the data and rules you put into it. You are responsible for validating them before you rely on them commercially or operationally.
Some jurisdictions do not allow the exclusion of certain warranties, so parts of this clause may not apply to you.
Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.
Subject to that, and to the maximum extent permitted by law:
Cap. Our total aggregate liability arising out of or relating to these Terms and the Service, whether in contract, tort (including negligence) or otherwise, is limited to the total Order Fees you paid us in the 12 months immediately before the event giving rise to the claim.
Because nothing is payable until the Service has fulfilled orders for you, this cap may be low, and until your first Order Fee it may be nil. That is a deliberate and disclosed part of the bargain: you commit no money to the software before it has produced orders for you, and our exposure is bounded to match. If you want a higher cap, tell us before you go live and we will agree one in your order form.
Each party must take reasonable steps to mitigate its losses.
Some jurisdictions do not allow the exclusion or limitation of certain liabilities, so parts of this clause may not apply to you.
You will indemnify and hold harmless Adestio, its officers, employees and contractors against any claim, liability, loss and reasonable cost (including legal fees) arising from:
We will notify you promptly of any claim, allow you to control the defence with counsel of your choosing, and give you reasonable cooperation at your cost. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent, not unreasonably withheld.
Each party may receive confidential information of the other. Neither will disclose it to anyone except to employees, contractors and advisers who need it and who are bound by comparable obligations, and neither will use it for anything other than performing this agreement.
This does not apply to information that is public through no fault of the receiving party, was already known to it without restriction, is independently developed by it, or must be disclosed by law, provided that where lawful the other party is told first.
Customer Data is your confidential information. The non-public parts of the Service are ours.
This agreement runs until terminated. There is no minimum term.
By you. You may stop using the Service and close your account at any time, by written notice to us. Order Fees already accrued on Fulfilled Orders remain payable.
By us. We may terminate for convenience on 60 days' written notice, or immediately if you materially breach these Terms and do not remedy the breach within 30 days of being asked to, or immediately if you become insolvent or enter an equivalent process.
On termination:
If we terminate for convenience, we will not charge Order Fees on orders fulfilled after the termination date.
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the law of England and Wales.
The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, subject to the final paragraph of this clause.
Before starting proceedings, please contact us at hello@adestio.com and give us 30 days to try to resolve the matter informally. Most disputes are resolved that way. Nothing in this clause prevents either party from seeking urgent injunctive relief.
This agreement is between businesses. The Contracts (Rights of Third Parties) Act 1999 does not apply to it, and nobody other than you and us may enforce any of its terms.
If you are established outside England and Wales, nothing in this clause deprives you of the protection of mandatory provisions of your local law, or of any right to bring proceedings before your local courts or to complain to your local supervisory authority, where that right cannot lawfully be excluded.
We may update these Terms. If a change is material, we will give you at least 30 days' notice by email to your administrators or by a prominent notice in the App before it takes effect.
We will not change the agreed Order Fee percentage by updating these Terms. That can only change by written agreement between us.
If you do not accept a material change, you may terminate under clause 18 before it takes effect. Continuing to use the Service after that date means you accept the change.
For anything else, we will update the "Last updated" date at the top of this page.
If you have questions about these Terms, please contact:
Provolve Ltd, trading as Adestio
Email: hello@adestio.com
Post: 12 Willowdale Close, Petersfield, GU32 3PS
We will do our best to respond to all queries within 5 business days.
