Terms and Conditions

1. Definitions

In these Terms:

• "Agreement" means these Terms together with any order or subscription confirmation.
• "Commencement Date" means the date your subscription begins.
• "Confidential Information" means any non-public business, technical, or commercial information disclosed by either party, whether marked confidential or not, which a reasonable person would treat as confidential.
• "Customer Data" means any data, content, files, or information you upload to, or input into, the Platform.
• "Fee" means the subscription fee payable for use of the Platform, as notified to you at the point of purchase or renewal.
• "Initial Term" means 12 months from the Commencement Date, unless we agree otherwise in writing.
• "Output" means any figure, plan, visualisation, report, or other material generated by the Platform.
• "Platform" means the FigurFi software application (whether cloud-based, desktop-based, or both), including all updates.
• "Renewal Term" means any period following the Initial Term during which the Agreement continues under clause 5.
• "Term" means the Initial Term together with any Renewal Terms.
• "User" means an employee, contractor, or other individual authorised by you to use the Platform under your subscription.

2. Your licence to use the Platform

2.1  Subject to your payment of the Fee and compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Term for your internal business purposes.

2.2  The number of Users must not exceed the number covered by your subscription.

2.3  You are responsible for your Users' acts and omissions as if they were your own, and for ensuring they comply with these Terms.

3. Acceptable use

3.1  You must not, and must not permit any User to:

• copy, resell, sublicense, lease, or otherwise commercially exploit the Platform;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform, except to the extent expressly permitted by law;
• share login credentials between Users, or allow access by anyone who is not a permitted User;
• use the Platform for any unlawful, fraudulent, or harmful purpose;
• upload, transmit, or introduce any virus, worm, trojan horse, ransomware, time-bomb, or other malicious code to the Platform;
• interfere with, disrupt, or place an unreasonable load on the Platform or the systems of other users;
• use the Platform to develop, train, or improve a competing product or service.

3.2  You are responsible for maintaining the security of your account credentials and for all activity that takes place through your account.

4. Fees and payment

4.1  Fees are payable in pounds sterling (£) and are exclusive of VAT, which will be added where applicable.

4.2  Unless we agree otherwise in writing, the Fee is payable in advance by card (or other electronic payment method we make available) at the start of the Initial Term and on each renewal. By providing your payment details, you authorise us to charge the Fee automatically on the Commencement Date and on each renewal date.

4.3  If any payment fails or is overdue, we may:

• charge interest at 8 percentage points above the Bank of England base rate per annum, calculated daily, in line with the Late Payment of Commercial Debts (Interest) Act 1998;
• suspend your access to the Platform without liability until payment is made;
• in the case of continued non-payment of 30 days or more, terminate the Agreement under clause 15.

4.4  We may change the Fee with effect from any renewal, provided we give you at least 30 days' written notice before the renewal date. If you do not wish to accept the new Fee, you may give notice of non-renewal in accordance with clause 5.

4.5  All Fees are non-refundable except where expressly stated in these Terms or required by law.

5. Automatic renewal

5.1  The Agreement begins on the Commencement Date and continues for the Initial Term.

5.2  At the end of the Initial Term, and at the end of each Renewal Term, the Agreement will automatically renew for a further period equal to the Initial Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

5.3  On each renewal, we will charge the then-current Fee to your registered payment method.

6. Term

The Term runs from the Commencement Date and continues until terminated under clauses 5 or 15.

7. Customer Data

7.1  You retain all ownership rights in your Customer Data. Nothing in this Agreement transfers any ownership of Customer Data to us.

7.2  You are responsible for:

• ensuring you have all rights, licences, and consents necessary to upload and use the Customer Data in the Platform;
• the accuracy, quality, and legality of the Customer Data;
• maintaining your own backups of Customer Data.

7.3  You grant us a non-exclusive licence to host, copy, process, transmit, and display Customer Data solely as needed to provide the Platform to you.

7.4  We may use anonymised and aggregated data derived from use of the Platform (which does not identify you, any User, or any individual) for the purposes of operating, improving, and developing the Platform.

7.5  Customer Data is held in data centres located in the United Kingdom (London) and the Republic of Ireland (Dublin). We will not transfer Customer Data outside the UK or the European Economic Area without putting appropriate safeguards in place in accordance with applicable data protection law.

7.6  Following termination or expiry of the Agreement, Customer Data will be retained for 30 days to allow for export or reinstatement, after which it will be deleted from our live systems. Copies may persist in routine backup media for a limited period before being overwritten in the ordinary course, and may be retained for longer where we are required to do so by law.

8. Data protection

8.1  Each party will comply with its respective obligations under applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

8.2  Where we process personal data on your behalf in the course of providing the Platform, the parties will enter into a data processing agreement on our standard form (or such other form as the parties agree in writing).

8.3  Lawful basis. We process personal data relating to you and your Users on the following bases:

• Contract — to create and maintain your account, authenticate Users, process payments, and provide the Platform (Article 6(1)(b) UK GDPR);
• Legitimate interests — to monitor usage for security, improve the Platform, generate anonymised analytics, and administer the Agreement (Article 6(1)(f) UK GDPR); and
• Consent — for optional marketing communications, where applicable. You or your Users may withdraw consent at any time by using the unsubscribe mechanism in any marketing email or by contacting us.

8.4  Data retention. We retain personal data in accordance with our Privacy Policy. In summary:

• Account data (name, email, company) — retained for the duration of the Term and deleted 30 days after the Agreement ends, subject to clause 7.6;
• Usage and log data — retained for up to 12 months from the date of collection for security and product-improvement purposes, after which it is anonymised or deleted;
• Payment records — retained for 7 years after the relevant transaction as required by HMRC record-keeping obligations;
• Marketing preferences — retained until consent is withdrawn or the account is deleted, whichever is earlier.

8.5  Data subject rights. Individuals whose personal data we process have rights under UK GDPR, including the right to access, rectify, erase, restrict processing of, and port their personal data, and the right to object to processing. These rights may be exercised by contacting us at the email address set out in our Privacy Policy. We will respond within one calendar month, or notify you if we need to extend that period. Full details of these rights are set out in our Privacy Policy.

8.6  Our Privacy Policy explains in full how we collect, use, store, and share personal data. It forms part of this Agreement.

9. Intellectual property

9.1  All intellectual property rights in the Platform, including all software, documentation, and materials provided by us, remain the property of FigurFi or its licensors. No rights are granted other than those expressly set out in these Terms.

9.2  You own the Output to the extent it incorporates your Customer Data; we own (or licence from third parties) any underlying templates, algorithms, models, and generic components used to produce it.

10. Nature and limitations of the Platform

10.1  You acknowledge and agree that:

• the Platform is a decision-support tool intended to assist qualified professionals; it does not constitute, and is not a substitute for, professional judgement, advice, or a certified LVIA;
• the quality of any Output depends on the quality, accuracy, and completeness of the Customer Data and parameters you provide — in short, the Output is only as good as the input;
• any Output represents a snapshot based on the data available at the time it is generated and may become out of date as underlying data changes;
• the Platform relies on third-party data sources (including open-source and publicly available geospatial data), which we do not control and for which we are not responsible; we make no warranty as to the accuracy, completeness, currency, or fitness for purpose of any third-party data;
• you are responsible for reviewing, verifying, and, where appropriate, independently validating any Output before relying on it, submitting it to any authority, or sharing it with any third party.

11. Warranties and disclaimer

11.1  We warrant that we will provide the Platform with reasonable skill and care.

11.2  Except as expressly set out in these Terms, the Platform and all Output are provided on an "as is" and "as available" basis. We do not warrant that:

• the Platform will be uninterrupted, error-free, or free of vulnerabilities, viruses, or other harmful components;
• the Platform will meet your specific requirements;
• any Output will be accurate, complete, current, or fit for any particular purpose.

11.3  To the fullest extent permitted by law, all other warranties, conditions, and terms (whether express or implied by statute, common law, or otherwise) are excluded.

12. Limitation of liability

12.1  Nothing in this Agreement limits or excludes either party's liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be excluded or limited by law.

12.2  Subject to clause 12.1, and to the fullest extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• loss of profits, revenue, business, contracts, or anticipated savings;
• loss of or damage to goodwill or reputation;
• loss of, or corruption to, data;
• loss arising from any decision made, or action taken, in reliance on any Output;
• loss arising from any inaccuracy in third-party data;
• any indirect, consequential, or special losses.

12.3  Subject to clause 12.1, our total aggregate liability to you arising out of or in connection with this Agreement in any 12-month period will not exceed the total Fees paid by you to us in that 12-month period.

12.4  You acknowledge that the allocation of risk in this clause 12 reflects the subscription nature of the Platform and the Fees charged, and that you are responsible for obtaining appropriate insurance to cover your own risks.

13. Indemnity

13.1  You agree to indemnify and keep indemnified FigurFi, its directors, officers, employees, and agents against all losses, damages, liabilities, claims, demands, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of the Platform or any Output, including any reliance placed on Output by you or any third party to whom you provide it;
• any Customer Data, including any claim that the Customer Data infringes the rights of any third party or breaches any law;
• any breach by you or any User of these Terms; and
• any negligent or wrongful act or omission by you or any User.

14. Confidentiality

14.1  Each party agrees to keep the other's Confidential Information confidential and to use it only for the purposes of this Agreement.

14.2  Confidential Information may be disclosed:

• to a party's employees, contractors, and professional advisers who need to know it and who are bound by equivalent confidentiality obligations;
• to the extent required by law, regulation, or order of a competent court or authority.

14.3  This clause does not apply to information which is or becomes public through no fault of the receiving party, or which the receiving party already knew or independently developed.

15. Termination

15.1  Either party may terminate this Agreement immediately by written notice if the other party:

• commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of being notified in writing;
• becomes insolvent, enters administration or liquidation, or is the subject of any analogous process.

15.2  We may terminate immediately if you fail to pay any Fee within 30 days of the due date.

15.3  On termination or expiry of the Agreement:

• your right to access and use the Platform will end;
• all outstanding Fees become immediately payable;
• Customer Data will be handled in accordance with clause 7.6.

15.4  Clauses which by their nature are intended to survive termination (including clauses 7.6, 8.4, 8.5, 9, 11, 12, 13, 14, 17, 18, and 19) will continue in force.

16. Dispute resolution

16.1  Before commencing any legal proceedings (other than an application for urgent interim relief), the parties will use reasonable efforts to resolve any dispute, claim, or issue arising out of or in connection with this Agreement by raising it with, and discussing it in good faith with, a director of FigurFi.

16.2  If the dispute is not resolved within 30 days of being escalated to a director, either party may then pursue any remedies available to it.

17. Events beyond reasonable control

17.1  Neither party will be liable for any delay in, or failure to perform, its obligations under this Agreement (other than an obligation to pay money) to the extent such delay or failure is caused by any event beyond that party's reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, epidemic or pandemic, industrial action, failure of public or third-party telecommunications or utility networks, cyber-attack, or action by government or regulatory authority.

17.2  The affected party will notify the other as soon as reasonably practicable and will use reasonable efforts to mitigate the effect of the event. If the event continues for more than 60 days, either party may terminate the Agreement by written notice.

18. General

18.1  Entire agreement. This Agreement (together with the Privacy Policy) constitutes the entire agreement between the parties in relation to its subject matter and supersedes any prior agreements, understandings, or representations.

18.2  Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the parties will negotiate in good faith to replace the affected provision with one that achieves, as closely as possible, the original commercial intent.

18.3  No waiver. Failure or delay in exercising any right under this Agreement does not waive that right.

18.4  Assignment. You may not assign, transfer, or sub-contract this Agreement without our prior written consent. We may assign this Agreement to a member of our corporate group or in connection with a sale or reorganisation of our business.

18.5  No third-party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

18.6  Notices. Notices must be given in writing and sent to the email address or postal address most recently notified by the receiving party.

18.7  Variation. We may update these Terms from time to time. Any material change will be notified to you at least 30 days before it takes effect. Your continued use of the Platform after that date constitutes acceptance of the updated Terms.

19. Governing law and jurisdiction

19.1  This Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of England and Wales.

19.2  The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.