Effective Date: 1 July 2026
Between the customer as set out in the Order
(hereafter the "Customer")
and
Meadow Labs Limited
7 Bearú Mhór, Cois Bhearú
Athy, Co. Kildare, R14 D363, Ireland
Company no.: 812413
(hereafter "Meadow")
Definitions
"Agreement" means these terms and conditions together with the Customer's Order;
"Order" means the plan, price and billing period the Customer chooses at checkout in the Platform, or an order form signed with Meadow;
"Platform" means the Meadow childcare management service, provided as a web application and an app for iOS and Android, with the features described at meadowapp.ie;
"Site" means one childcare service at one location, registered with Tusla, operated by the Customer and set up as one workspace in the Platform. A Customer may operate more than one Site;
"Admin User" means a user the Customer has given the owner or manager role, with full access to a Site;
"Staff User" means an employee or worker of the Customer with a Platform login other than an Admin User, holding the permissions the Customer gives them;
"Family User" means a parent, guardian or other family contact of a child attending the Customer's Site whom the Customer invites to the Platform;
"Authorised User" means any Admin User, Staff User or Family User;
"Customer Data" means has the meaning in the Meadow Data Processing Agreement;
"Billable Child" means a child whose status in the Platform is "active";
"Subscription Term" means the billing period chosen in the Order, monthly or yearly;
"Terms of Use" means the terms every Authorised User accepts on first sign-in;
"Confidential Information" means information of commercial value, in any form, that is marked confidential or would reasonably be understood to be confidential, including pricing, know-how and business operations;
"Maintenance Window" means 22:00 to 06:00 Irish time on any day;
"Usage and Activity Data" means has the meaning in clause 11.
Writing includes email.
1. Introduction
1.1 These terms govern the Customer's use of the Platform, whether on a free trial or a paid plan. A Customer using the trial is bound by them.
1.2 The Order sets out the plan, price and Subscription Term.
1.3 The Customer accepts this Agreement by ticking the acceptance box at sign-up, by starting a subscription, or by signing an order form. The person doing so confirms they are authorised to bind the Customer.
2. The Platform
2.1 Meadow provides the Platform as a hosted software service over the internet, with the support and maintenance in clause 6. All features are included in every plan; there is no feature gating.
2.2 Meadow may offer optional additional features in future. Using one means accepting any additional terms shown for it at the time.
3. Licence and Limitations
3.1 Meadow grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for the Sites in its Order during the Subscription Term, provided its Authorised Users comply with the Terms of Use.
3.2 The Customer may add Sites in the Platform or by email; Meadow's written confirmation makes the addition binding.
3.3 The Customer must not, and must not allow anyone to: copy, modify or create derivative works of the Platform; reverse engineer or attempt to reach its source code; remove Meadow's marks or notices; resell, sublicense or share access to the Platform beyond its own Authorised Users; use it to build a competing product; or let a third party inspect it except as this Agreement allows.
3.4 A breach of clause 3.3 is a material breach.
4. Customer Obligations
4.1 The Customer is responsible for:
- entering accurate Customer Data and keeping it current;
- its own devices, network and browsers being up to date and working;
- taking reasonable steps to ensure its Authorised Users comply with the Terms of Use, including monitoring for inappropriate behaviour and keeping Staff User credentials confidential;
- complying with all laws that apply to it, including the Child Care Act 1991 (Early Years Services) Regulations 2016, Tusla registration and inspection requirements, and its ECCE, NCS, AIM and Core Funding agreements;
- having a lawful basis for every record it keeps in the Platform, including health information about children, and telling families how it uses the Platform;
- holding the policy on photographic and recording devices that the 2016 Regulations require, and obtaining parental consent before its staff record or share photos or video of a child in the Platform;
- deciding how long to keep records and when to delete them. The Platform provides the tools; the Customer makes the call.
4.2 The Customer must give an honest account of its Sites and Billable Children. Deliberately misstating either to reduce fees is a material breach, and Meadow may invoice the difference from the date the understatement began.
5. Access to the Platform and Authorised Users
5.1 Meadow gives the Customer access through its first Admin User. Admin Users may invite Staff Users and give them the roles and permissions their duties need.
5.2 Admin Users and Staff Users with the right permission may invite Family Users.
5.3 Every Authorised User must accept the Terms of Use on first sign-in. The Customer may set its own additional rules for its Users and is solely responsible for telling them.
5.4 The Customer is responsible for removing access when a Staff User leaves or a Family User's child leaves.
6. Maintenance, Support and Operation
6.1 Meadow provides the Platform, its maintenance and support with reasonable skill and care, in line with good industry practice and applicable law.
6.2 Support is provided by email (james@meadowapp.ie) and in-app chat, Monday to Friday 09:00 to 17:00 Irish time, excluding Irish public holidays.
6.3 Support covers onboarding, questions about using the Platform, basic troubleshooting and general guidance. Bugs and outages may also be reported there.
6.4 Support does not include technical consultancy or troubleshooting of the Customer's own systems.
6.5 Uptime and maintenance:
- Meadow uses commercially reasonable efforts to keep the Platform available, and tells Admin Users about planned maintenance and incidents by email and in the Platform.
- Planned maintenance is carried out in the Maintenance Window where reasonably possible and with minimal disruption.
- Meadow may take the Platform or part of it offline outside the Maintenance Window to fix critical errors or protect the Platform or Customer Data, and will notify the Customer where it can.
- Significant errors are worked on during business hours; other errors within a reasonable time given their impact.
- Meadow monitors the Platform and acts on incidents as quickly as reasonably possible.
- Meadow continues to develop the Platform and may change or retire features, giving notice of material removals.
6.6 Backups are taken as described in the Data Processing Agreement.
7. Fees and Payment Terms
7.1 The Customer pays a monthly or yearly subscription fee made up of a base fee, which covers a number of included Billable Children, and a per-child rate for each Billable Child above that number, as set out in the Order. At the date of this draft: monthly, €129 base including 40 Billable Children plus €2.50 per additional Billable Child; yearly, €1,416 base plus €27.50 per additional Billable Child.
7.2 Meadow counts Billable Children nightly. Monthly plans are charged the count as it stands at each renewal, with no adjustment mid-period. Yearly plans are adjusted at the next invoice. An empty Site is charged as one Billable Child. The count used for each invoice is shown on the Customer's billing page.
7.3 Fees exclude VAT, which is added at the applicable Irish rate. A Customer outside Ireland is responsible for any tax due in its own jurisdiction.
7.4 Meadow may change its prices with effect from the next renewal of the Subscription Term by giving written notice at least three months before that renewal.
7.5 Fees are collected automatically through Stripe by card or SEPA direct debit at the start of each Subscription Term. The Customer keeps a valid payment method on file. Where Meadow agrees to invoice instead, invoices are due within 14 days.
7.6 If a payment fails, Meadow will retry and notify the Customer. If the fee remains unpaid 14 days after it was due, Meadow may suspend access until it is paid, without prejudice to its right to terminate under clause 16. Meadow may charge interest on late invoiced amounts at the statutory rate under the European Communities (Late Payment in Commercial Transactions) Regulations 2012.
7.7 The Customer may dispute an invoice in writing within 14 days of the invoice date, giving reasons. Meadow will respond within 14 days and will not unreasonably reject a dispute.
8. Intellectual Property
8.1 The Platform, its documentation, training material and the Meadow name and marks, and all intellectual property in them, belong to Meadow and its licensors and remain theirs.
8.2 The Customer gains no rights in the Platform except the licence in clause 3.
8.3 The Customer grants Meadow a limited, revocable, royalty-free licence to use its name and logo to identify it as a customer, on Meadow's website and in its marketing, following any brand guidelines the Customer provides. The Customer may withdraw this by written notice at any time.
8.4 The Customer assigns to Meadow, to the extent it can, any ideas, suggestions or feedback it gives about the Platform, and Meadow may use them without obligation or payment.
9. Confidentiality
9.1 Each party keeps the other's Confidential Information confidential and uses it only to perform this Agreement.
9.2 Disclosure is permitted only to the receiving party's own staff and contractors who need to know it and are bound by confidentiality.
9.3 Meadow's Confidential Information includes the Platform and its pricing to the Customer. The Customer's Confidential Information includes Customer Data.
9.4 Information is not confidential if it is public other than through a breach, was already known to the receiving party, was received from a third party without restriction, was independently developed, or must be disclosed by law.
10. Personal Data Processing
10.1 In providing the Platform Meadow processes Customer Data on the Customer's behalf. The Customer is the controller and Meadow the processor, including for Customer Data shared with Meadow for support. The Customer is responsible for its own compliance with data-protection law, including the lawfulness of engaging Meadow as processor.
10.2 The Meadow Data Processing Agreement forms part of this Agreement.
10.3 Customer Data and everything Authorised Users contribute (posts, comments, messages, photos, video, form answers) belong to the Customer or the person who provided them. The Customer is solely responsible for the lawfulness of accessing, monitoring and using its Users' contributions, including messages.
10.4 On written request with 30 days' notice Meadow will provide documentation of its security measures. Meadow may require a non-disclosure agreement first.
10.5 Where Meadow processes personal data for its own purposes, such as records of support conversations, its own analytics, or dealings with the Customer's staff as its customer, Meadow is an independent controller and the Meadow Privacy Policy applies.
10.6 Meadow does not use Customer Data, and in particular never uses photos, video or records of children, to train any artificial-intelligence model.
11. Usage and Activity Data
11.1 Meadow may collect and process anonymised and, where anonymisation is not possible, pseudonymised data derived from the Customer's use of the Platform, such as which features are used and how often ("Usage and Activity Data"). Meadow removes or obscures personal identifiers, does not attempt to re-identify anyone, and controls access to prevent linkage back to individuals.
11.2 Usage and Activity Data may be used to operate, secure, analyse and improve the Platform, and to produce aggregated benchmarking insights that may be shared publicly or with customers, provided they identify no Customer, User or child.
11.3 Meadow may give the Customer reports on its own usage that identify no individual.
11.4 For pseudonymised data Meadow is the controller, relies on its legitimate interests, and processes it only as the Privacy Policy describes.
12. Third Party Services
12.1 The Platform may let the Customer connect third-party services (for example, sign-in with Google, or integrations Meadow may offer in future) ("Linked Services"). Meadow provides these as a convenience and does not endorse them.
12.2 The Customer's use of a Linked Service is governed by its own terms. Meadow is not liable for a Linked Service's functioning, failure or policies.
12.3 Connecting a Linked Service instructs Meadow to share the Customer Data needed for it with that provider, and the Customer is responsible for satisfying itself that the provider protects personal data as the law requires. A Linked Service provider is not a Meadow sub-processor.
12.4 The mobile app is distributed through the App Store and Google Play, whose terms the User accepts on installation. Apple and Google are not parties to this Agreement.
13. Security and Disclaimer of Warranties
13.1 Meadow takes the security measures described in the Data Processing Agreement and works to keep the Platform secure and reliable in line with good practice.
13.2 Except as expressly stated in this Agreement, the Platform is provided "as is" and Meadow gives no other warranty, express or implied, including as to merchantability or fitness for a particular purpose, to the fullest extent the law allows. In particular Meadow does not warrant that the Platform will be uninterrupted or error-free, secure against every attack, available at every moment, compatible with every device or system, or that any specific feature will always be available.
13.3 Meadow is not responsible for third-party platforms the Customer integrates with.
13.4 Features that help the Customer meet regulatory or funding requirements, including attendance records, ECCE and NCS figures and inspection reports, are aids and are provided "as is". They depend on what the Customer's staff record. Meadow does not submit anything to the Early Years Hive, Pobal, Tusla or the Department, and is not responsible for the accuracy of a return or record the Customer relies on. Meadow will use commercially reasonable efforts to update these features when the rules change.
14. Errors and Omissions
The Customer must raise any complaint about an error or omission in the Platform promptly and in any event within 30 days of first noticing it, after which the claim is waived.
15. Liability and Limitation of Liabilities
15.1 Nothing in this Agreement excludes either party's liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be excluded by law.
15.2 Neither party is liable for indirect, special or consequential loss, including loss of profit, business or goodwill, or third-party claims, arising from this Agreement.
15.3 Loss of data is treated as indirect loss unless the data cannot be recovered from the latest backup or Meadow failed to back up as clause 6.6 requires, in which case it is direct loss.
15.4 Meadow is not liable for loss of data the Customer entered after the latest backup.
15.5 Subject to clause 15.1, each party's total liability under or in connection with this Agreement, however arising, is limited to the fees the Customer paid in the 12 months before the event giving rise to the claim.
16. Subscription Term, Termination and Breach of Contract
16.1 The Subscription Term is monthly or yearly as chosen in the Order and renews automatically for the same period unless terminated under this clause.
16.2 The Customer may cancel from its billing settings at any time, or by written notice. Cancellation takes effect at the end of the current Subscription Term. Fees already paid are not refunded.
16.3 Meadow may terminate on three months' written notice, effective at the end of the then-current Subscription Term.
16.4 A trial ends automatically after 14 days unless the Customer subscribes. Meadow may end a trial earlier if it is inactive or misused. Trial data is deleted 60 days after the trial ends unless the Customer subscribed.
16.5 If the Customer fails to pay and does not remedy this within 14 days of written notice, Meadow may terminate immediately.
16.6 Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 30 days of notice, becomes insolvent, or ceases or threatens to cease business.
16.7 If Meadow proposes a material change to this Agreement not required by law and the Customer objects with reasonable grounds, the Customer may terminate by written notice effective at the end of the Subscription Term or the day the change takes effect, whichever is sooner, and receive a pro-rata refund of any prepaid period after that date.
16.8 On termination the Customer must pay any outstanding fees, the licence ends and access stops. For 60 days after termination the Customer may export its Customer Data or instruct Meadow to return it; after that it is deleted as the Data Processing Agreement describes. The Customer remains responsible for retaining any record Irish law requires it to keep.
16.9 Clauses on intellectual property, confidentiality, personal data, liability and warranties survive termination.
17. Force Majeure
Neither party is liable for failure caused by events beyond its reasonable control, including strikes, war, terrorism, pandemic, flood, fire, power or telecommunications failure, cyber-attack, or acts of government. Time for performance is extended accordingly. If the event lasts more than 60 days, the unaffected party may terminate on written notice.
18. Assignment
18.1 Meadow may assign, subcontract or transfer its rights and obligations under this Agreement, including to a buyer of its business, and will notify the Customer.
18.2 The Customer may not assign or transfer this Agreement without Meadow's prior written consent, not to be unreasonably withheld, for example on a change of ownership of the Site.
19. Third Party Rights
No one other than the parties may enforce this Agreement.
20. Severability
If any provision is invalid or unenforceable it is modified to the minimum extent needed, or deleted, and the rest of the Agreement stands.
21. Amendments
21.1 Meadow may amend these terms where required by law or reasonably needed to reflect changes to the Platform, its security practices or its business, provided the amendment does not materially reduce the Customer's rights or increase its obligations. Custom terms agreed in writing can only be changed in writing.
21.2 Meadow gives at least 14 days' notice of an amendment by email to the Customer's Admin Users. If an amendment materially and adversely affects the Customer and is not required by law, the Customer may terminate under clause 16.7.
22. Waiver
A waiver is effective only in writing and does not waive later breaches. Delay in exercising a right does not waive it.
23. Notices
Notices are in writing by email: to Meadow at james@meadowapp.ie, to the Customer at the email address of its Admin Users. A notice is deemed received one working day after sending.
24. Entire Agreement
24.1 This Agreement, with the Data Processing Agreement, the Order and any signed additional terms, is the entire agreement between the parties and replaces all earlier understandings on its subject matter.
24.2 Neither party relies on any statement not set out in this Agreement. Nothing in this clause limits liability for fraud.
25. Governing Law and Dispute Resolution
25.1 Where a translation of these terms is provided, the English version prevails.
25.2 The parties will first try in good faith to resolve any dispute amicably.
25.3 This Agreement is governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction.