Customer Terms of Service

These Customer Terms of Service ("Terms") are an agreement between VectisFlow Limited ("VectisFlow", "we", "us") and the business Customer identified on the order form or billing record ("Customer", "you"). They govern the Customer's access to Templio, the software-as-a-service product described at templio.co.uk.

1. Definitions

• Authorised User — an employee, contractor, or agent of the Customer whom the Customer has permitted to access Templio under the Customer's account.
• Contractor — an individual who submits timesheets through Templio as an end-user. Contractors are not party to these Terms.
• Customer Data — all data that the Customer or its Authorised Users or Contractors submit to Templio.
• Documentation — the user-facing documentation and Support pages at templio.co.uk/support.
• DPA — the Data Processing Addendum incorporated into these Terms by reference.
• Fees — the subscription and usage charges applicable to the Customer's plan.
• Service — the Templio product and related services.

2. The Service and the plan

We grant the Customer a non-exclusive, non-transferable, revocable licence during the term to access and use the Service in accordance with these Terms and the Documentation. The Customer's plan, billed through Stripe, determines included features and any per-contractor overage charges.

3. Fees, VAT, and late payment

Fees are exclusive of VAT. UK VAT (currently 20%) is added to Customer invoices where applicable.

Fees are invoiced annually in advance. Overage charges, where applicable, are invoiced in arrears. Invoices are payable within 14 days of the invoice date unless stated otherwise on the order form.

The Customer acknowledges that, as a business-to-business supply, payments are governed by the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2013. Interest and reasonable recovery costs may be charged on late payments.

4. Customer Data and intellectual property

The Customer retains ownership of, and all rights in, Customer Data. The Customer grants VectisFlow a limited, non-exclusive licence to host, store, transmit, and process Customer Data solely for the purpose of providing the Service under these Terms and the DPA.

VectisFlow and its licensors own the Service, Documentation, and all intellectual property rights in them.

5. Acceptable use

The Customer and its Authorised Users must not:

• Scrape, copy, or redistribute any part of the Service or Documentation;
• Resell or sub-licence the Service;
• Upload content that is unlawful, infringing, defamatory, or contains malware;
• Reverse engineer the Service except to the extent permitted by applicable law;
• Use the Service to process personal data in a way that breaches the DPA.

6. Availability

We will use reasonable endeavours to keep the Service available and to schedule maintenance with at least 48 hours' notice where practicable. No specific uptime service-level is committed at the Customer's current plan.

7. Liability

To the fullest extent permitted by law:

• Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law (including the Unfair Contract Terms Act 1977 as it applies to business-to-business contracts).
• Subject to the above, each party's total aggregate liability under or in connection with these Terms in any rolling 12-month period is capped at the Fees paid by the Customer to VectisFlow in the 12 months immediately preceding the event giving rise to the claim.
• Neither party is liable for indirect, consequential, or special loss, or for loss of profits, loss of business, loss of revenue, loss of anticipated savings, loss of goodwill, or loss or corruption of data (other than Customer Data held by VectisFlow, which is addressed in the DPA).

8. Indemnity

Each party will indemnify the other against losses, damages, and reasonable costs arising from third-party claims that the indemnified party's materials, as used in accordance with these Terms, infringe the third party's intellectual property rights, subject to prompt notice, exclusive conduct of the defence by the indemnifying party, and reasonable co-operation from the indemnified party.

9. Term and termination

These Terms commence when the Customer first accesses the Service and continue for an initial term of 12 months, auto-renewing for successive 12-month terms unless either party gives at least 30 days' written notice before the end of the current term.

Either party may terminate immediately for a material breach that is not remedied within 30 days of written notice. VectisFlow may terminate or suspend for non-payment, repeated acceptable-use breaches, or where required by law.

10. Suspension

We may suspend access where the Customer fails to pay after 14 days' written notice, breaches the acceptable-use policy, or where continued access poses a material security or legal risk.

11. Confidentiality

Each party will treat the other's confidential information with the same care it applies to its own (and no less than reasonable care) and will use it only to perform these Terms. Confidentiality obligations survive termination for three years. They do not apply to information that is publicly available, was known to the receiving party before disclosure, is received from a third party without duty of confidentiality, or is required by law.

12. Data protection

The DPA is incorporated into these Terms by reference. The Customer is the controller and VectisFlow is the processor of Customer Data. See /dpa.

13. Changes to these Terms

We may amend these Terms. Material changes will be notified by email to the Customer at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.

14. Governing law and jurisdiction

These Terms and any non-contractual obligations arising in connection with them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.

15. Miscellaneous

• Notices. Notices must be in writing and sent by email to the billing contact on the account, and in the case of VectisFlow to legal@templio.co.uk.
• Assignment. Neither party may assign these Terms without the other's prior written consent, save that either party may assign to an affiliate or in connection with a sale of all or substantially all of its business.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Entire agreement. These Terms, together with the DPA and any order form, form the entire agreement between the parties.
• Severability. If a provision is held unenforceable, the remainder continues in effect.
• No waiver. Failure to enforce any right does not waive it.
• Third-party rights. No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision.