Terms of service

1. The services

Subject to the terms of this Agreement, Company will use reasonable commercial efforts to provide the Customer access to the Services. During registration, Customer will designate an administrative contact and an email address associated with the Customer’s account.

Company will provide reasonable technical assistance as determined at its sole discretion, responding to Customer queries through available support channels.

2. Customer responsibilities and restrictions

Customer agrees not to: reverse engineer, disassemble, decompile, or attempt to uncover any source code, algorithms, structures, or proprietary concepts related to the Services or Software; modify or create derivative works of the Services without explicit authorization; use the Services for third-party benefit, including service bureau arrangements or time-sharing purposes; or remove proprietary notices.

Customer commits to using the Services in accordance with Company’s published policies and applicable laws. Customer agrees to indemnify Company against any claims, liabilities, damages, expenses (including reasonable attorneys’ fees), and settlements arising from violations of the above terms or Customer’s use of the Services. Company retains the right, though not the obligation, to monitor usage and prohibit any activities considered to violate these terms.

Customer is responsible for procuring and maintaining all necessary equipment and systems required to use the Services, including hardware, software, networking, and internet connectivity (collectively, "Equipment"). Customer also remains responsible for ensuring the security of its Equipment and account credentials, and for all activities occurring under Customer’s account, whether authorized or not.

3. Fees and payment terms

Customer agrees to pay the fees in advance for the Services. If Customer’s Service usage exceeds stated capacities, additional fees will apply. Company reserves the right to adjust fees upon providing thirty (30) days prior notice, which may be delivered via email.

Payment must be received before the Services are provided or renewed. Company reserves the right to suspend or terminate the Services immediately for non-payment. Customer is responsible for applicable taxes associated with the Services, excluding Company’s income taxes.

4. Warranty disclaimer

Company will endeavor to maintain Services at industry-standard quality, minimizing interruptions. However, Services may occasionally be unavailable for maintenance or unforeseen circumstances. Company will provide advance notification when feasible.

COMPANY MAKES NO WARRANTIES BEYOND THIS AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICES ARE PROVIDED "AS IS" WITHOUT GUARANTEES OF UNINTERRUPTED OR ERROR-FREE OPERATION.

5. Confidentiality and ownership

Each Party ("Receiving Party") acknowledges it may receive confidential information ("Confidential Information") from the other Party ("Disclosing Party"), which may include proprietary technical, financial, or business information. Confidential Information of Company specifically includes information about the Service’s functionality and performance, and Customer’s Confidential Information includes all non-public Customer data provided to Company ("Customer Data"). The Receiving Party agrees to take reasonable precautions to safeguard such Confidential Information, and not to use it except for fulfilling obligations under this Agreement or disclose it to third parties.

The confidentiality obligations will last five (5) years following termination or expiration of this Agreement, excluding information that becomes publicly available, was already known, independently developed, legally disclosed by third parties, or legally required to be disclosed. Upon termination or expiration, each Party will promptly destroy or return the other Party’s Confidential Information upon request.

Customer retains ownership of all Customer Data. Company retains ownership and intellectual property rights in and to the Services, Software, and any enhancements or modifications. Company may collect and analyze data related to Service usage strictly for analytical purposes and Service improvement, provided that such analysis is conducted on anonymized, aggregated data only. Customer Data will never be shared with third parties or used to serve other customers.

6. Limitation of liability

Except for bodily injury, neither Company nor its affiliates, contractors, or employees shall be liable for indirect, incidental, special, consequential, or exemplary damages arising from this Agreement, including but not limited to data loss, business interruption, or loss of profit. Company’s total liability shall not exceed the amount Customer paid to Company in the twelve (12) months preceding the incident giving rise to liability.

7. Indemnification

Company will defend Customer against third-party claims asserting the Services infringe valid U.S. intellectual property rights, provided Customer promptly notifies Company of any claims and cooperates fully in defense efforts. Company is not liable for claims arising from Customer-provided specifications, modifications by Customer, combinations with other services or products, continued infringing use after notification, or use inconsistent with this Agreement. If infringement claims arise, Company may modify the Service to become non-infringing, obtain a license permitting continued use, or terminate and refund prepaid, unused fees.

8. Term and termination

This Agreement begins on the date specified in the Order Form for the Initial Term and automatically renews for subsequent equal terms unless terminated by either Party with thirty (30) days prior written notice before the renewal date.

Either Party may terminate this Agreement if the other Party materially breaches the terms and fails to remedy such breach within thirty (30) days of receiving notice, except for breaches due to non-payment, which permit immediate termination. Upon termination, Customer agrees to pay fees incurred through the effective date of termination. Company will allow Customer to electronically retrieve Customer Data for thirty (30) days post-termination, after which data will be permanently deleted.

All provisions naturally intended to survive termination shall continue, including payment obligations, confidentiality terms, liability limitations, and indemnities.

9. General

This Agreement represents the complete understanding between Parties and supersedes prior agreements. It is governed by UK law without reference to conflict of laws provisions. Notices will be deemed delivered when personally received or electronically confirmed. Neither Party may assign this Agreement without prior consent, except that Company may assign without consent. No partnership or agency relationship is created. The prevailing Party in any enforcement action shall recover reasonable attorneys’ fees and costs.