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 Service is sold on two published plans, Core and Scale, described on our pricing page. Core is self-serve and its per-contractor charges are published there. Scale adds a fixed monthly platform fee to the Core charges and has no minimum term. We may also agree a bespoke arrangement with a Customer on an order form, which records its plan, its Fees and any minimum term. Features the pricing page marks as early access are being rolled out: the Customer is entitled to them once they are released to its account, and the order form records any early-access feature the Customer relies on, with its expected availability. Where the Customer buys Scale in the Service, it acknowledges at purchase that early-access features are being rolled out and are not all available yet; no order form is needed.

Free trial. A new Customer may use the Service free of charge for 14 days. The trial starts when the Customer adds its first placement, or 7 days after its account is created, whichever is earlier; sample data does not start the trial. A Customer whose account was created before 5 October 2026 keeps the trial period that applied when it signed up. No payment card is needed to start the trial. To keep creating and changing records after the trial ends, the Customer must start a subscription under Settings → Billing. Until it does, the Customer can still read and export its Customer Data, and may ask us to delete it under section 11 of the DPA.

3. Fees, VAT, and late payment

VectisFlow is not registered for VAT, so no VAT is charged on the Fees. If VectisFlow becomes VAT-registered, it will give the Customer at least 30 days' written notice before VAT is added to the Fees, and the Customer may cancel under section 9 before it takes effect.

Fees are billed monthly in arrears through Stripe, based on the number of active contractors in each billing cycle and subject to the minimum monthly charge shown on the pricing page, plus any fixed platform fee for the Customer's plan. An active contractor is one who submits at least one timesheet during the cycle. Each invoice is charged to the payment method held on the account when it is issued. If that charge fails, the invoice is payable within 14 days of its date.

If a Fee is not paid by its due date, interest accrues daily on the overdue amount at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, which is 8% a year above the Bank of England base rate. The Customer must also pay the fixed sum set by that Act, which is £40 for a debt under £1,000, £70 for a debt of £1,000 or more but under £10,000, and £100 for a debt of £10,000 or more. Where our reasonable costs of recovering the debt exceed that fixed sum, the Customer must pay the difference. We may also suspend access under section 10.

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 use reasonable endeavours to keep the Service available. We schedule routine maintenance with at least 48 hours' notice where practicable, and may carry out emergency maintenance without notice where needed to protect the security or integrity of the Service. The Service is provided without a contractual uptime commitment, and no service credits, refunds or other financial remedies are payable for downtime or maintenance.

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 and to section 8, each party's total aggregate liability under or in connection with these Terms in any rolling 12-month period is capped at the greater of (i) the Fees paid or payable by the Customer to VectisFlow in the 12 months immediately preceding the event giving rise to the claim, and (ii) twelve times the Fees payable for the calendar month in which that event occurred. This cap does not limit the Customer's obligation to pay Fees that are properly due.
• 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

• VectisFlow's indemnity. VectisFlow will indemnify the Customer against losses, damages and reasonable costs arising from a third-party claim that the Service, as used by the Customer in accordance with these Terms and the Documentation, infringes that third party's intellectual property rights. This does not apply to the extent the claim arises from Customer Data, from a modification of the Service not made by VectisFlow, or from combining the Service with anything VectisFlow did not supply.
• Customer's indemnity. The Customer will indemnify VectisFlow against losses, damages and reasonable costs arising from a third-party claim that Customer Data, or the Customer's use of the Service in breach of section 5, infringes that third party's rights.
• Process. Each indemnity applies only if the indemnified party gives prompt written notice of the claim, lets the indemnifying party have sole conduct of the defence and any settlement, and co-operates reasonably at the indemnifying party's expense. The indemnifying party may not admit fault on the indemnified party's behalf without its consent.
• Remedy for infringement. If the Service is, or VectisFlow reasonably believes it may be, found to infringe, VectisFlow may at its option and expense procure the Customer's right to keep using it, modify or replace the affected part so that it no longer infringes without materially reducing its functionality, or, if neither is reasonably available, withdraw the affected part and refund any Fees paid for it that relate to the period after withdrawal.
• Cap. Each party's liability under this section is subject to a separate cap of twice the Fees paid or payable by the Customer in the 12 months preceding the claim, in place of the cap in section 7.

9. Term and termination

These Terms commence when the Customer first accesses the Service, including any free trial, and continue on a rolling monthly basis while the Customer's account remains open. The Customer may cancel at any time through the Stripe customer portal under Settings → Billing, or by email to support@templio.co.uk. Cancellation takes effect at the end of the current monthly billing cycle, and Fees for that cycle remain payable. Where an order form sets a minimum term, cancellation takes effect at the end of that term or of the current billing cycle, whichever is later, and any fixed platform fee remains payable until then. Scale bought in the Service has no minimum 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.

Price changes. We will not increase Fees for a billing cycle that has already started. We will give at least 30 days' notice by email of any increase, and the Customer may cancel under section 9 before it takes effect without further charge.

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.