Terms & Conditions

3.1 Placing an Order amounts to your offer to purchase the Services subject to these Conditions.

3.2 We accept your Order when we send written confirmation or start providing Services, whichever occurs first.

3.3 These Conditions override any other terms you attempt to impose.

3.4 Unless otherwise agreed in writing, these Conditions apply to all future Orders.

3.5 We may revise these Conditions periodically. Updated versions will appear on our Website, and significant changes will be notified at least 7 days before taking effect.

4.1 The Contract begins on the Commencement Date and will last for the Subscription Term unless ended sooner under clause 13.

4.2 Unless you or we cancel in accordance with clause 13, the Contract will automatically extend for another Subscription Term on the same basis as the Initial Order.

5.1 Subject to these Conditions, we will provide the Services described in the Specification.

5.2 The Services may only be used by you and your Authorised Users.

5.3 While we strive for constant availability, we do not guarantee uninterrupted access. We may restrict or suspend the Services for operational, legal, or security reasons, and will give reasonable notice where possible.

5.4 Routine maintenance will normally take place outside of Usual Business Hours, but occasionally it may be necessary during those hours. We will minimise disruption wherever possible.

6.1 After the first calendar month of your Subscription Term, you may ask us to adjust the scope of Services by contacting us via the Website or in writing.

6.2 We will review the request and confirm in writing whether we accept it, along with any resulting changes to the Specification and fees.

6.3 We may alter the Specification where required by law, to improve functionality or security, or for operational efficiency, provided such changes do not materially reduce the quality of the Services.

6.4 Where a change significantly affects the Services, you may either accept the amended Specification or cancel the Contract under clause 13.

7.1 Fees are as set out on the Website at the time of your Order or as confirmed in writing, exclusive of VAT or similar taxes.

7.2 Fees may change if you request and we accept adjustments under clause 6.1, applied pro-rata from the change date.

7.3 We may update pricing with 10 Business Days' advance notice. If you do not agree, you may terminate under clause 13.

7.4 If, in our judgment, providing the Services becomes commercially impractical, we may terminate on notice.

8.1 You must pay fees in advance before gaining access to the Services.

8.2 For automatically renewing subscriptions, invoices will be issued in advance unless specified otherwise.

8.3 Unless otherwise agreed, invoices are payable immediately and in full within 30 days.

8.4 We may suspend your access if payment remains overdue.

8.5 Interest will be charged on late payments at 5% per annum above HSBC Bank plc's base rate, calculated daily.

8.6 The full Subscription Term fee remains payable even if the Contract is terminated early or suspended, and no refunds will be issued for unused portions unless agreed otherwise in writing.

9.1 You agree to:

• Work with us in good faith to enable delivery of the Services;
• Provide accurate information when requested;
• Maintain control over Authorised User account allocation;
• Take reasonable steps to prevent misuse or unauthorised access;
• Inform us promptly if login details are compromised.

9.2 If we believe unauthorised use is occurring, we may suspend or terminate access and will inform you.

9.3 Excessive or abusive use of the API may result in restrictions or suspension.

9.4 If we reasonably consider you to be in breach of these Conditions, we may suspend or end the Services.

10.1 All rights in the Services and related materials are owned by us or our licensors.

10.2 We grant you a non-transferable, non-exclusive licence to use the Services internally for your business purposes during the Contract.

10.3 You grant us a limited licence to use any materials or intellectual property you provide solely to deliver the Services.

10.4 Third-party rights incorporated into the Services may only be used subject to the relevant licences.

10.5 You must ensure only Authorised Users access the Services via secure logins.

10.6 Any suspected infringement must be reported to us immediately; we may suspend access while investigating.

11.1 Both parties will comply with applicable data protection law.

11.2 We act as Controller for Personal Data you provide directly (e.g., billing contacts) and as Processor for Personal Data you input about Authorised Users or others.

11.3 You must ensure you have a lawful basis and appropriate notices to share Personal Data with us.

11.4 As Processor, we will:

• Only act on your instructions unless required by law;
• Apply appropriate technical and organisational measures;
• Restrict access to personnel bound by confidentiality;
• Notify you promptly of any Personal Data Breach;
• Provide reasonable assistance with regulatory and data subject obligations;
• Delete or return Personal Data at contract end unless retention is legally required;
• Maintain records of processing;
• Use sub-processors only under equivalent protective terms.

11.5 You consent to our use of sub-processors, including those outside the UK/EEA, provided safeguards (such as adequacy decisions or SCCs) are in place.

11.6 If legal changes make compliance impossible without altering processing, the parties will attempt to adapt. If not resolved within 60 days, either party may terminate with 20 Business Days' notice.

12.1 Nothing excludes liability for death, personal injury, or fraud, or any liability that cannot legally be excluded.

12.2 Implied statutory terms are excluded to the maximum extent permitted by law.

12.3 Subject to clause 12.1, we are not liable for: lost profits, sales, contracts, savings, data, goodwill, or indirect/consequential losses.

12.4 Our total liability in any 12-month period is capped at the total fees you paid to us in that period.

12.5 Claims must be notified in writing within 6 months of the event (or when reasonably discoverable) with sufficient details and an estimate of loss.

13.1 We may end the Contract by giving notice effective at the end of your Subscription Term.

13.2 You may cancel at the end of the Subscription Term by written notice or via the "Cancel Subscription" option on the Website.

13.3 Either party may terminate immediately if the other:

• Commits a serious breach and fails to remedy within 14 days;
• Becomes insolvent, enters administration, or similar proceedings;
• Ceases trading or threatens to do so;
• Undergoes a change in control (we may end in this case).

13.4 On termination, unless you request data within 10 days and settle all fees, we may delete your data. Reasonable costs may be charged for data export.

14.1 Neither party is liable for delays or failures caused by circumstances outside reasonable control.

14.2 Affected obligations will be suspended for the event's duration, and both parties will try to resume performance promptly.

14.3 If the event continues for over 30 days, you may terminate, and we will refund any prepaid amounts for unused Services, less reasonable costs incurred.

15.1 "In writing" includes email.

15.2 Notices must be addressed to the registered office (or notified address) and sent by hand, post, courier, or email.

15.3 Notices are deemed received: immediately if delivered by hand; at 09:00 on the second Business Day after posting; or one Business Day after sending by email.

16.1 We may transfer or subcontract our rights and obligations provided this does not materially disadvantage you. We will notify you if this occurs.

16.2 You may not assign or transfer your rights or obligations without our written consent.

17.1 Each party must keep the other's Confidential Information private for 5 years after Contract end.

17.2 Disclosure is permitted to personnel, advisers, or subcontractors who need to know and are bound by confidentiality, or as required by law or regulators.

17.3 Confidential Information may only be used for fulfilling obligations under the Contract.