Terms of Service
Effective date: 28th May 2026
1. About Us
1.1 These Terms of Service (“Terms”) govern the provision of services by ELLIPSE SOFTWARE GROUP LIMITED, a company incorporated in England and Wales with company number 16757915, whose registered office is at the address set out at the end of these Terms, trading as ellipse Software (“we”, “us”, “our”).
1.2 We provide business-to-business software products, hosted platforms, APIs, infrastructure, automation systems, consultancy, engineering, integration, and related professional services (“Services”).
1.3 These Terms apply solely to business customers. By using the Services, you represent and warrant that you are acting wholly or mainly for purposes relating to your trade, business, craft, or profession.
2. Contract Structure & Order of Precedence
2.1 Services may be provided under:
- these Terms;
- an order form;
- a proposal;
- a statement of work (“SOW”);
- a master services agreement (“MSA”); and/or
- another written agreement between the parties.
2.2 In the event of conflict, the following order of precedence shall apply (highest first):
- signed MSA;
- applicable SOW or order form;
- these Terms.
2.3 Any terms supplied by you, including purchase orders or procurement terms, shall have no effect unless expressly agreed in writing by us.
3. Scope of Services
3.1 We shall provide the Services described in the applicable agreement or SOW.
3.2 Unless expressly agreed otherwise:
- delivery dates are estimates only;
- time shall not be of the essence;
- Services may evolve, be modified, improved, replaced, or discontinued over time.
3.3 We may subcontract or delegate any part of the Services without your consent, provided we remain responsible for overall delivery.
3.4 We may modify technical aspects, APIs, infrastructure, integrations, or underlying providers where reasonably necessary for operational, commercial, security, or legal reasons.
4. Accounts, Access & Security
4.1 Where credentials or accounts are provided, you must:
- keep credentials confidential;
- prevent unauthorised access;
- ensure authorised users comply with these Terms;
- promptly notify us of any actual or suspected security incident.
4.2 You are responsible for all activity occurring under your accounts unless caused by our gross negligence or wilful misconduct.
4.3 We may suspend or restrict access without liability where we reasonably believe there is:
- a security threat;
- unauthorised access;
- misuse of the Services;
- excessive usage;
- legal or regulatory risk;
- reputational harm risk;
- non-payment.
5. Acceptable Use
5.1 You shall not, and shall not permit any third party to:
- use the Services unlawfully;
- interfere with or disrupt the Services or infrastructure;
- introduce malware, malicious code, or harmful material;
- attempt unauthorised access to systems or networks;
- reverse engineer, decompile, disassemble, or attempt to derive source code except where prohibited from restriction by law;
- scrape, crawl, or systematically extract data except as expressly permitted;
- bypass rate limits, quotas, authentication, or security controls;
- use the Services to infringe third-party rights;
- use the Services in a manner likely to damage, disable, or impair the Services.
5.2 We may investigate suspected misuse and cooperate with law enforcement or regulators where required.
6. Your Obligations
6.1 You shall:
- provide accurate, complete, and timely information;
- ensure instructions, materials, and approvals are lawful;
- comply with all applicable laws and regulations;
- obtain all necessary rights, licences, and permissions.
6.2 Unless expressly agreed otherwise, you remain responsible for:
- your internal systems;
- backups;
- configurations;
- cybersecurity controls;
- disaster recovery;
- business continuity arrangements.
6.3 You are solely responsible for decisions, actions, or outcomes arising from your use of the Services or reliance on outputs generated by the Services.
7. Fees & Payment
7.1 Fees are set out in the applicable agreement and are exclusive of VAT and other taxes unless stated otherwise.
7.2 Unless otherwise agreed:
- invoices are payable within 14 days of invoice date;
- payment must be made in cleared funds;
- payments shall be made without deduction, withholding, counterclaim, or set-off.
7.3 We may:
- charge interest under the Late Payment of Commercial Debts (Interest) Act 1998;
- recover reasonable collection and enforcement costs;
- suspend Services for overdue amounts following reasonable notice.
7.4 All fees are non-refundable except where expressly stated otherwise.
7.5 Where Services are usage-based, metered, or consumption-based, our usage records and measurements shall be final and binding absent manifest error.
8. Intellectual Property Rights
8.1 All intellectual property rights in and relating to:
- software;
- APIs;
- platforms;
- infrastructure;
- documentation;
- systems;
- tooling;
- methodologies;
- know-how;
- improvements;
- derivative works; remain vested in us or our licensors.
8.2 Subject to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable licence to use the Services and deliverables solely for your internal business purposes during the applicable service term.
8.3 Except where expressly agreed otherwise in writing, no intellectual property rights are assigned to you.
8.4 You shall not remove or obscure proprietary notices or branding.
9. Client Materials
9.1 You retain ownership of materials, data, content, and information provided by you (“Client Materials”).
9.2 You grant us a worldwide, non-exclusive licence to use Client Materials solely as necessary to provide the Services.
9.3 You warrant that Client Materials and your use of them:
- do not infringe third-party rights;
- comply with applicable laws;
- do not contain unlawful or harmful material.
10. Confidentiality
10.1 Each party shall keep confidential all non-public information disclosed by the other party that is identified as confidential or would reasonably be understood to be confidential (“Confidential Information”).
10.2 Confidential Information shall not include information which:
- is publicly available other than through breach;
- was lawfully known prior to disclosure;
- is independently developed;
- is lawfully obtained from a third party.
10.3 Confidential Information may only be disclosed:
- to employees, contractors, advisers, and affiliates with a need to know;
- where required by law, court order, or regulator.
10.4 Confidentiality obligations survive termination for five years, or indefinitely for trade secrets.
11. Data Protection
11.1 Each party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.
11.2 Where we process personal data on your behalf, such processing shall be governed by a separate data processing agreement or applicable contractual terms.
11.3 You acknowledge that:
- you remain responsible for determining whether the Services are suitable for your intended use;
- you are responsible for the lawfulness of personal data submitted to the Services.
11.4 We may engage subprocessors in connection with the Services.
11.5 We may process and transfer data internationally where appropriate safeguards are in place.
12. Third-Party Services
12.1 The Services may incorporate or depend upon third-party services, infrastructure, software, APIs, or providers.
12.2 We are not responsible for failures, downtime, security incidents, or changes caused by third-party providers outside our reasonable control.
12.3 Your use of certain functionality may be subject to third-party terms and conditions.
13. Beta & Preview Services
13.1 We may provide alpha, beta, preview, experimental, or early-access features (“Beta Services”).
13.2 Beta Services:
- may be incomplete;
- may contain defects;
- may be modified or withdrawn at any time;
- are provided “as is” without warranties, service levels, or guarantees.
13.3 Beta Services are not intended for production or critical use unless expressly agreed.
14. Warranties & Disclaimers
14.1 We shall provide the Services using reasonable skill and care.
14.2 Except as expressly stated, all warranties, conditions, and other terms implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law, including implied terms arising under:
- the Sale of Goods Act 1979;
- the Supply of Goods and Services Act 1982.
14.3 We do not warrant that:
- the Services will be uninterrupted, secure, or error-free;
- outputs will be accurate, complete, or suitable for any particular purpose;
- defects will always be corrected.
14.4 Any recommendations, outputs, analytics, automation, AI-generated content, or guidance are provided for informational purposes only and do not constitute professional, legal, financial, cybersecurity, or regulatory advice.
15. Limitation of Liability
15.1 Nothing in these Terms limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any liability which cannot legally be excluded or limited.
15.2 Subject to clause 15.1, our total aggregate liability arising out of or in connection with the Services shall not exceed:
- the total fees paid by you in the 12 months preceding the event giving rise to the claim; or
- where the claim relates solely to a specific SOW or project, the fees paid under that SOW or project, whichever is lower.
15.3 Subject to clause 15.1, we shall not be liable for:
- loss of profit;
- loss of revenue;
- loss of business;
- loss of goodwill;
- loss of anticipated savings;
- loss of opportunity;
- loss of data;
- corruption of data;
- indirect or consequential loss.
15.4 The parties acknowledge that the Services are provided on a commercial and risk-allocated basis.
15.5 No claim arising under or in connection with the Services may be brought more than 12 months after the cause of action arose.
16. Indemnities
16.1 You shall indemnify and hold harmless us, our affiliates, directors, employees, and contractors against claims, liabilities, damages, losses, and expenses arising from:
- your breach of these Terms;
- your misuse of the Services;
- Client Materials;
- your violation of applicable law or third-party rights.
17. Term & Termination
17.1 These Terms commence upon the earlier of:
- your acceptance of these Terms;
- execution of an applicable agreement;
- first use of the Services.
17.2 Either party may terminate:
- as provided in an applicable agreement;
- for material breach not remedied within 14 days of written notice;
- immediately where the breach is incapable of remedy;
- immediately upon insolvency or cessation of business.
17.3 Upon termination:
- rights and licences granted to you shall cease;
- outstanding fees become immediately payable;
- you shall cease use of the Services;
- each party shall return or delete Confidential Information upon request, subject to legal retention obligations.
17.4 Clauses intended to survive termination shall continue in force, including clauses relating to:
- payment;
- intellectual property;
- confidentiality;
- indemnities;
- liability;
- governing law.
18. Suspension & Force Majeure
18.1 We may suspend Services where reasonably necessary for:
- maintenance;
- upgrades;
- security;
- legal compliance;
- emergency operational requirements.
18.2 Neither party shall be liable for delay or failure caused by events beyond reasonable control, including:
- internet outages;
- denial-of-service attacks;
- labour disputes;
- supplier failures;
- power outages;
- natural disasters;
- government action.
19. Non-Solicitation
19.1 You shall not knowingly solicit or employ employees or contractors materially involved in the Services during the term and for 12 months thereafter without our prior written consent.
19.2 This clause shall not prevent recruitment through general advertising not specifically targeted at such persons.
20. Assignment
20.1 You may not assign, transfer, subcontract, or otherwise dispose of your rights or obligations without our prior written consent.
20.2 We may assign, novate, subcontract, or transfer our rights and obligations:
- to affiliates;
- as part of restructuring;
- in connection with investment, acquisition, merger, or sale.
21. Publicity
21.1 Unless otherwise agreed in writing, we may identify you as a customer and use your name and logo in customer lists, proposals, and marketing materials.
22. Governing Law & Jurisdiction
22.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales.
22.2 The courts of England and Wales shall have exclusive jurisdiction.
23. General
23.1 If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
23.2 No waiver shall be effective unless made in writing.
23.3 These Terms constitute the entire agreement between the parties unless superseded by a signed agreement.
23.4 We may amend these Terms from time to time. Updated versions will be made available through our systems or website. Material changes shall apply prospectively from acceptance or continued use of Services where legally permitted.
23.5 Electronic acceptance, use of the Services, or execution through electronic signature platforms constitutes valid and binding acceptance of these Terms.
23.6 Nothing in these Terms creates a partnership, agency, fiduciary, employment, or joint venture relationship.
23.7 A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999.
24. Contact
For legal notices or enquiries:
ELLIPSE SOFTWARE GROUP LIMITED
4th Floor Silverstream House
45 Fitzroy Street
London
W1T 6EB
United Kingdom