Terms and Conditions

1. Definitions

• Agreement means these Terms together with any Order Confirmation or subscription confirmation.
• Commencement Date means the date your subscription begins.
• Fee means the subscription or licence fee payable for use of FigurFi.
• Initial Term means the initial subscription period agreed at purchase.
• Renewal Term means any renewal period following the Initial Term.
• Platform means the FigurFi software application (whether cloud-based or desktop-based) including updates.
• User means an employee, contractor, or authorised individual permitted to use the Platform under your subscription.
• Confidential Information means any non-public business, technical or commercial information disclosed by either party.

2. Grant of Licence

Subject to payment of the Fee and compliance with these Terms, FigurFi grants you:

• a non-exclusive
• non-transferable
• non-sublicensable

licence to access and use the Platform during the Term for your internal business purposes.

The number of Users must not exceed the number purchased.

3. Acceptable Use

You must not:

• Copy, resell, sublicense, or commercially exploit the Platform
• Reverse engineer, decompile, or attempt to extract source code
• Share login credentials between Users
• Use the Platform for unlawful purposes
• Interfere with or disrupt the Platform's operation

You are responsible for ensuring your Users comply with these Terms.

4. Fees and Payment

Fees are:

• Payable in pounds sterling (£)
• Exclusive of VAT
• Payable annually in advance unless otherwise agreed

• Invoices must be paid within 30 days.
• Late payments may incur interest at 6% per month above the Bank of England base rate.
• FigurFi may suspend access if payment is overdue.
• We reserve the right to revise Fees on renewal with at least 30 days' notice.

5. Term and Renewal

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

Unless either party gives at least 30 days' written notice before expiry, the Agreement automatically renews for a further period equal to the Initial Term.

6. Customer Data

You retain ownership of any data you upload to the Platform.

You are responsible for:

• Ensuring you have the right to use and upload such data
• Maintaining backups of your data

FigurFi does not claim ownership of your data.

We may use anonymised and aggregated data for product improvement and analytics.

7. Intellectual Property

All intellectual property rights in the Platform remain the property of FigurFi or its licensors.

No ownership rights are transferred to you under this Agreement.

8. Warranties and Disclaimer

FigurFi warrants that it will provide the Platform with reasonable skill and care.

However:

• The Platform is provided "as is"
• We do not warrant that it will be uninterrupted or error-free
• You are responsible for verifying outputs before relying on them

Except as expressly stated, all other warranties are excluded to the extent permitted by law.

9. Limitation of Liability

Nothing in this Agreement limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded by law

Subject to the above:

• FigurFi's total liability in any 12-month period shall not exceed the Fees paid by you in that period.
• FigurFi is not liable for indirect, consequential, or loss of profit damages.

10. Termination

Either party may terminate immediately if the other:

• Materially breaches these Terms and fails to remedy within 30 days of written notice
• Becomes insolvent

Upon termination:

• Access to the Platform will cease
• All outstanding Fees become payable

11. Confidentiality

Each party agrees to keep Confidential Information confidential and not disclose it except:

• As required to perform this Agreement
• As required by law

12. Data Protection

Each party shall comply with applicable data protection laws including the UK GDPR and Data Protection Act 2018.

If FigurFi processes personal data on your behalf, the parties will enter into a separate Data Processing Agreement where required.

13. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control.

14. General

• This Agreement constitutes the entire agreement between the parties.
• You may not assign this Agreement without written consent.
• English law governs this Agreement.
• The courts of England and Wales have exclusive jurisdiction.