Terms of Service

1. About these Terms

These Terms of Service govern your access to and use of:

• the FormaPortal website (“the Site”); and
• the FormaPortal software-as-a-service platform (“the Platform”),

together, the Services.

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

“Authorised User” means any individual designated by the Customer who has been issued active login credentials by the Provider and is authorised to access the Services on the Customer’s behalf. The number of Authorised Users permitted is limited to the number specified in the applicable Order Form or subscription tier. The Customer is solely responsible for managing access to Authorised User credentials and for ensuring each Authorised User complies with this Agreement.

2. Who we are

The Services are operated by FormaPortal Ltd, registered in England and Wales under company number 17335174.

Registered office: 565 Green Lanes, London, England, N8 0RL.

Contact email: info@formaportal.com

For the purposes of these Terms, references to “we”, “us” and “our” mean FormaPortal Ltd.

3. Eligibility

To use the Services, you must:

• be at least 18 years old;
• have legal capacity to enter into these Terms; and
• provide accurate, current and complete information where requested.

If you use the Services on behalf of another person or in connection with a business, you represent that you have authority to do so.

4. Your account

If you create an account, you agree to:

• keep your login details secure and confidential;
• not share your account with any other person;
• notify us promptly if you suspect unauthorised access or misuse; and
• ensure that all information associated with your account remains accurate and up to date.

You are responsible for all activity carried out through your account unless the law says otherwise.

We may suspend or terminate access to an account where we reasonably believe that there has been misuse, security risk, breach of these Terms or unlawful activity.

5. The Services

FormaPortal provides a business-to-business software-as-a-service platform, which may include:

• hosted platform access for your Authorised Users;
• data processing, storage and reporting features;
• analytics, insights and dashboards;
• integrations and API access; and
• related support, operational and administrative services.

The Services are designed for business use by organisations and their Authorised Users. They are provided for business purposes only and are not offered to consumers.

We may update, modify, suspend or withdraw features from time to time.

6. No professional advice

The Services are provided as business tools only. They do not constitute legal, financial, tax, regulatory or other professional advice.

In particular:

• reports, AI-generated insights and other outputs are not professional advice;
• the Services are not a substitute for advice from a suitably qualified professional adviser; and
• you should seek your own professional advice before making business decisions based on the Services.

You are responsible for evaluating the outputs of the Services and for any decisions you take in reliance on them.

7. AI features

We may use artificial intelligence and automated processing to support certain features of the Services, including:

• generating insights;
• personalising guidance;
• identifying usage or behavioural patterns; and
• improving user experience.

AI outputs are advisory only. They may be incomplete, inaccurate or unsuitable in individual circumstances, and they must not be relied upon as professional advice.

We do not use AI to make solely automated decisions that produce legal or similarly significant effects without human review.

You may contact support if you want human assistance in relation to an AI-supported feature.

8. Fees and payment

Where fees are payable for the Services:

• fees are as set out in the relevant order form or subscription plan;
• fees are exclusive of VAT unless stated otherwise;
• invoices are payable within the period stated on the invoice; and
• you remain responsible for paying all fees due for your subscription and Authorised Users.

Late payments may accrue interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend access to the Services where fees remain overdue after reasonable notice.

Except as required by law or expressly stated, fees are non-refundable. We may adjust fees for a renewal term on reasonable prior notice before the renewal takes effect.

Nothing in these Terms affects any rights you may have that cannot lawfully be excluded.

9. Orders and payment

Orders and subscriptions placed through the Services may be processed through our billing systems and third-party payment service providers.

By placing an order, you confirm that:

• all information provided is accurate and complete;
• you are authorised to use the relevant payment method; and
• your purchase complies with applicable law.

We reserve the right to:

• refuse or cancel any order;
• limit quantities;
• reject orders where fraud, error or misuse is suspected; and
• correct pricing or description errors before or after an order is placed, to the extent permitted by law.

If we cancel an order after payment has been taken, we will refund the relevant amount in accordance with applicable law and our refund process.

10. Provisioning and access

Where access to the Services is provisioned:

• provisioning and activation times are estimates only and are not guaranteed;
• delays may occur for reasons outside our control;
• access rights are granted for the subscription term and in accordance with these Terms; and
• you are responsible for providing correct and complete account and configuration details.

We are not responsible for delays or interruptions caused by third-party infrastructure or service providers, inaccurate account details, or events beyond our reasonable control.

11. Cancellation and credits

Cancellation of a subscription is subject to the terms of the relevant order form or subscription plan, which forms part of these Terms.

Unless otherwise stated in the order form or subscription plan or required by law:

• a subscription continues until the end of its then-current term unless cancelled in accordance with these Terms; and
• fees already paid are non-refundable except where a refund or credit is expressly agreed or required by law.

If the Services fail to conform with these Terms, or a right applies under law, those rights are not excluded by this clause.

12. User content

You may provide content through the Services, including:

• data and content you upload;
• configuration and data entries;
• notes;
• feedback; and
• other submissions or communications.

You retain ownership of your content and personal data, subject to any rights necessary for us to operate, maintain, secure and improve the Services.

You grant us a non-exclusive, worldwide, royalty-free licence to use, host, store, reproduce, analyse, display and modify your content solely to:

• provide and operate the Services;
• improve and develop the Services;
• troubleshoot and secure the Services; and
• comply with law and enforce these Terms.

You must not upload or submit content that is unlawful, infringing, harmful, misleading or otherwise inappropriate.

13. Acceptable use

You must not, and must not attempt to:

• misuse the Services;
• access or attempt to access any account, system or data without authorisation;
• introduce viruses, malware, worms or other harmful code;
• interfere with security, availability or performance;
• use the Services for unlawful, fraudulent or abusive purposes;
• scrape, reverse engineer or decompile any part of the Services except to the extent such restriction is prohibited by law; or
• use the Services in a way that harms us, our users or any third party.

We may investigate any suspected breach of this clause and take appropriate action.

14. Privacy and data protection

We process personal data in accordance with our Privacy Policy.

By using the Services, you acknowledge that personal data may be processed for the purposes described in that policy, including account administration, service delivery, support, security, analytics and, where relevant, AI-supported features.

We aim to comply with the UK General Data Protection Regulation, the Data Protection Act 2018 and applicable guidance issued by the Information Commissioner’s Office.

15. Service availability

We aim to keep the Services available, but we do not guarantee uninterrupted, timely or error-free access.

The Services may be unavailable from time to time because of:

• maintenance;
• updates;
• security-related actions;
• third-party service outages; or
• events beyond our reasonable control.

We are not liable for temporary unavailability to the extent permitted by law.

16. Intellectual property

All intellectual property rights in the Services, including the software, design, text, graphics, branding, logos, code and other content owned or controlled by us, are owned by or licensed to FormaPortal Ltd.

Except as expressly permitted by law or by us in writing, you must not:

• copy;
• reproduce;
• distribute;
• modify;
• publicly display;
• create derivative works from; or
• reverse engineer

any part of the Services or related content.

Nothing in these Terms transfers ownership of any intellectual property rights to you.

17. Suspension and termination

We may suspend or terminate your access to the Services, in whole or in part, immediately or on notice where appropriate, if:

• you breach these Terms;
• we reasonably suspect misuse, fraud, security risk or unlawful activity;
• we are required to do so by law or a regulator; or
• we decide to discontinue the relevant feature or service.

You may stop using the Services at any time.

If your account is terminated, clauses that are intended to survive termination will continue to apply.

18. Changes to the Services or these Terms

We may update the Services and these Terms from time to time.

If we make a material change to these Terms, we will use reasonable efforts to notify you through one or more of the following:

• the Platform;
• the Site; or
• email.

Your continued use of the Services after the effective date of any updated Terms will constitute acceptance of the updated Terms, to the extent permitted by law.

19. Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.

Subject to the foregoing and to the maximum extent permitted by law:

• we are not responsible for decisions you make based on the Services;
• we are not liable for business decisions or outcomes arising from use or misuse of the Services;
• we are not liable for loss of data beyond our reasonable control; and
• we are not liable for indirect or consequential loss, loss of profit, loss of business, or loss of opportunity.

You remain responsible for your own decisions, including any business decisions, purchases, or reliance on the Services.

20. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the law of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, except where applicable consumer law provides otherwise.

21. Contact

If you have any questions about these Terms or the Services, please contact:

FormaPortal Ltd, 565 Green Lanes, London, England, N8 0RL.

Email: info@formaportal.com