Terms and Conditions of Service

1. Definitions

Customer means the business entity entering into these Terms.

Authorised User means an employee, contractor or agent authorised by the Customer to use the Service.

Customer Data means all data uploaded to, stored in or processed through the Service by the Customer.

Service means the hosted software platform and related services provided by the Company.

2. Business Customers Only

The Service is intended solely for business use.

By using the Service, the Customer confirms that it is acting in the course of business and not as a consumer.

3. Licence

Subject to payment of applicable fees and compliance with these Terms, the Company grants the Customer a limited, non-exclusive, non-transferable licence to access and use the Service during the subscription term.

No ownership of the software is transferred.

4. Customer Responsibilities

The Customer is responsible for:

• maintaining the confidentiality of account credentials;
• ensuring authorised users comply with these Terms;
• ensuring Customer Data is lawful and accurate;
• maintaining appropriate backup copies of Customer Data;
• exporting Customer Data before terminating the Service.

5. Customer Data

The Customer retains ownership of all Customer Data.

The Customer grants the Company a licence to host, process, transmit and store Customer Data solely to provide the Service.

The Company claims no ownership over Customer Data.

6. Backups

The Customer is solely responsible for maintaining independent backups of all Customer Data.

The Company may perform backups for operational purposes but:

• does not guarantee backups exist;
• does not guarantee backups are recoverable;
• does not guarantee any backup retention period;
• is under no obligation to restore Customer Data.

The Service is not a backup or archival service.

7. Availability

The Company will use reasonable skill and care to provide the Service but does not guarantee uninterrupted or error-free operation.

The Service may become unavailable due to:

• maintenance;
• software updates;
• hardware failures;
• cloud provider outages;
• internet failures;
• cyber attacks;
• force majeure events;
• circumstances beyond the Company’s reasonable control.

8. No Warranty

Except as expressly stated in these Terms, the Service is provided “as is” and “as available.”

To the fullest extent permitted by law, all implied warranties, representations and conditions are excluded, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

9. Acceptable Use

The Customer must not:

• use the Service unlawfully;
• upload malicious software;
• interfere with the Service;
• attempt unauthorised access;
• reverse engineer the Service except where required by law;
• use the Service to infringe third-party rights.

The Company may suspend accounts that breach this clause.

10. Fees

Subscription fees are payable in advance.

Invoices must be paid within 30 days unless otherwise agreed.

Failure to pay may result in suspension or termination.

Unless required by law or expressly agreed, fees are non-refundable.

11. Third-Party Services

The Service may rely upon third-party providers including hosting, networking, authentication, payment processing and communications services.

The Company is not responsible for outages, failures, delays or security incidents caused by third-party providers.

12. Data Loss

The Customer acknowledges that all software systems carry inherent risks of interruption, corruption and data loss.

To the fullest extent permitted by law, the Company shall not be liable for:

• loss of Customer Data;
• corruption of Customer Data;
• deletion of Customer Data;
• inability to recover Customer Data;
• loss arising from backups not existing or not being recoverable.

The Customer accepts sole responsibility for maintaining adequate backups and disaster recovery procedures.

13. Limitation of Liability

Subject to Clause 14, the Company’s total aggregate liability arising out of or in connection with these Terms shall not exceed:

the total subscription fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.

The Company shall not be liable for:

• indirect loss;
• consequential loss;
• special damages;
• punitive damages;
• loss of profits;
• loss of revenue;
• loss of contracts;
• loss of anticipated savings;
• business interruption;
• loss of goodwill;
• reputational damage;
• loss of opportunity;
• loss or corruption of data.

These exclusions apply regardless of the legal basis of the claim, including contract, negligence (except where liability cannot legally be excluded), breach of statutory duty or otherwise.

14. Non-Excludable Liability

Nothing in these Terms excludes or limits liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by negligence;
• any liability which cannot lawfully be excluded or limited under English law.

15. Indemnity

The Customer shall indemnify and hold harmless the Company against claims, damages, liabilities, costs and expenses arising from:

• Customer Data;
• misuse of the Service;
• breach of these Terms;
• infringement of third-party rights by the Customer.

16. Intellectual Property

The Company retains all rights, title and interest in:

• the Service;
• software;
• documentation;
• APIs;
• source code;
• trademarks;
• logos;
• intellectual property.

Nothing in these Terms transfers ownership of the Service.

17. Confidentiality

Each party shall keep confidential all confidential information received from the other party and shall not disclose it except where required by law or necessary to perform these Terms.

18. Suspension and Termination

The Company may suspend or terminate access immediately if:

• fees remain unpaid;
• these Terms are breached;
• continued access presents a security risk.

Following termination:

• access will cease;
• Customer Data may be deleted after 30 days;
• the Company has no obligation to retain or restore deleted data.

19. Force Majeure

The Company shall not be liable for failure or delay caused by events beyond its reasonable control, including:

• natural disasters;
• fire;
• flood;
• war;
• terrorism;
• labour disputes;
• internet outages;
• cyber attacks;
• failures of cloud infrastructure providers;
• governmental action.

20. Changes to the Service

The Company may modify, improve, replace or discontinue features of the Service at any time.

The Company does not guarantee that any particular feature will remain available.

21. Beta Features

From time to time, the Company may make pre-release, beta, preview or experimental features available. Beta Features are provided for evaluation purposes only, may be modified or withdrawn at any time, and are provided “as is” without any warranty, support commitment or service level. The Customer uses Beta Features entirely at its own risk, and the Company shall have no liability arising from or relating to their use, except where such liability cannot lawfully be excluded.

22. Changes to these Terms

The Company may amend these Terms from time to time.

Material changes will take effect upon reasonable notice to Customers.

Continued use of the Service constitutes acceptance of the revised Terms.

23. Governing Law

These Terms are governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

24. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all previous discussions, negotiations and agreements relating to the Service.