Terms of Service

1. About these terms

These terms form a binding agreement between EvoPoint Ltd, a company registered in England and Wales (company number to be completed), and the organisation that signs up for, accesses, or uses the EvoPoint platform (the “Customer”). Together with any Order you place and our Privacy Policy and Data Processing Addendum, they govern your use of the Service.

By creating an account, signing an Order, or otherwise accessing the Service, you confirm that you have authority to bind your organisation and that you accept these terms in full. If you do not accept these terms, you must not use the Service.

These terms are a template provided for transparency. A signed master agreement may supersede them where an enterprise Order is in place.

2. Definitions

In these terms, the following words have the meanings set out below.

Service

The EvoPoint incident management platform, including the web dashboard, public reporter, mobile applications, APIs, and Documentation provided by EvoPoint Ltd from time to time.

Customer Data

All data, content, reports, photographs, and other materials submitted to or generated within the Service by the Customer or its Authorised Users.

Order

A self-service signup or signed order form specifying the plan, Subscription Term, fees, and any agreed variations.

Subscription Term

The period of access purchased under an Order, including any renewal periods.

Authorised User

An individual employee, contractor, or agent of the Customer permitted by the Customer to access the Service under its account.

Documentation

The user guides, help articles, and technical documentation that EvoPoint Ltd makes available alongside the Service.

Tenant

The isolated logical environment within the Service allocated to the Customer, within which Customer Data is stored and processed separately from other customers.

3. Your account

To use the Service you must register an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date throughout the Subscription Term.

You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account, including the actions of Authorised Users. You must enable and maintain multi-factor authentication for any account with billing or administrative privileges.

You must notify us promptly at security@evopoint.com of any suspected unauthorised access or breach affecting your account.

4. Subscription and billing

Subscriptions are sold on the plans set out at /pricing or in an applicable Order. Unless otherwise agreed, fees are billed quarterly in advance via Stripe in pounds sterling and are exclusive of VAT, which will be added where applicable.

Subscriptions renew automatically at the end of each Subscription Term for a further equivalent period unless cancelled by the Customer through the in-app billing settings at least thirty days before renewal.

If payment fails, we will attempt to recover the amount due during a dunning period of fourteen days. Following that period, we may suspend access to the Service until outstanding amounts are paid. We do not offer refunds for partial billing periods or unused capacity.

5. Acceptable use

You may use the Service only for lawful purposes consistent with these terms. You agree not to, and not to permit any Authorised User to:

• use the Service in violation of any applicable law or regulation, including UK GDPR and the Data Protection Act 2018;
• attempt to gain unauthorised access to the Service, other customers’ Tenants, or any underlying infrastructure;
• reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except where such restriction is prohibited by law;
• resell, sublicence, rent, or otherwise commercially exploit the Service without our prior written consent;
• upload or transmit any material that is unlawful, defamatory, obscene, or that infringes a third party’s rights;
• upload viruses, worms, or other malicious code, or use the Service to launch denial-of-service or abusive traffic patterns;
• use the Service to build a competing product or to benchmark it for the benefit of a competitor.

6. Customer data and privacy

As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants EvoPoint Ltd a limited, worldwide, non-exclusive licence to host, process, and transmit Customer Data solely as necessary to provide the Service and to comply with applicable law.

Where personal data is processed through the Service, EvoPoint Ltd acts as a processor on behalf of the Customer (the controller). Our processing obligations are set out in our Privacy Policy and Data Processing Addendum, which form part of these terms.

Each Customer’s Tenant is logically isolated; no other customer can access your Customer Data through the Service.

7. Intellectual property

EvoPoint Ltd and its licensors retain all right, title, and interest in and to the Service, including the software, Documentation, branding, templates, and any improvements or derivative works. No rights are granted to the Customer except as expressly set out in these terms.

The Customer grants EvoPoint Ltd a limited, royalty-free licence to use Customer Data and Customer marks solely as required to deliver, support, and improve the Service in accordance with these terms.

Feedback you provide may be used by us without restriction or compensation to develop and improve the Service.

8. Service availability

We will use commercially reasonable efforts to make the Service available in accordance with our Service Level Agreement. The SLA describes our uptime commitments, maintenance windows, and the service credits available where we fall short.

Planned maintenance is typically performed during weekend hours with advance notice. Emergency maintenance may be performed at any time with best-efforts notice. Time spent on planned maintenance is excluded from uptime calculations.

9. Your obligations

You are responsible for ensuring that your use of the Service and the collection of data through it (including data collected via QR-coded reporting points) complies with applicable law, including the UK GDPR, the Data Protection Act 2018, and any sector-specific regulations applicable to your operations.

You confirm that you have lawful basis to invite Authorised Users to the Service and that the staff and contractors you add have been informed of and, where required, have consented to the processing of their data through the Service.

You will provide reasonable cooperation with our security, support, and compliance teams, including responding promptly to verification or investigation requests relating to your Tenant.

10. Confidentiality

Each party may receive information from the other that is confidential. The receiving party agrees to protect the disclosing party’s confidential information using the same care it uses for its own confidential information of similar importance, and in any event with no less than a reasonable standard of care.

Confidential information does not include information that is or becomes publicly available without breach, was already known to the receiving party, was independently developed, or is required to be disclosed by law or competent authority.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to these terms or the Service.

Each party’s aggregate liability arising out of or relating to these terms or the Service in any twelve-month period will not exceed the total fees paid or payable by the Customer to EvoPoint Ltd under these terms during that period.

Nothing in these terms limits or excludes liability that cannot be limited or excluded under English law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for wilful misconduct.

12. Indemnification

EvoPoint Ltd will defend the Customer against any third-party claim alleging that the Service, as provided and used in accordance with these terms, infringes that third party’s intellectual property rights, and will pay any amounts finally awarded by a court of competent jurisdiction or agreed in settlement.

The Customer will defend EvoPoint Ltd against any third-party claim arising out of Customer Data, the Customer’s use of the Service in breach of these terms, or its violation of applicable law in connection with the Service, and will pay any amounts finally awarded or agreed in settlement.

Each indemnity is conditional on prompt written notice of the claim, reasonable cooperation in the defence, and the indemnifying party having sole control of the defence and settlement (provided no settlement imposes obligations on the indemnified party without consent).

13. Term and termination

These terms remain in force for the duration of the Subscription Term and any renewal periods. Either party may terminate for material breach if the breach remains uncured thirty days after written notice describing the breach in reasonable detail.

EvoPoint Ltd may suspend or terminate the Service immediately where the Customer’s use poses a security risk, places EvoPoint Ltd in breach of applicable law, or constitutes a material violation of the Acceptable Use section above.

On termination, the Customer’s right to access the Service ends. We will make Customer Data available for export for thirty days following termination, after which we will delete or anonymise Customer Data in accordance with our retention policy and applicable law.

14. Governing law and jurisdiction

These terms are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with these terms or the Service.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

15. Changes to these terms

We may update these terms from time to time. Where a change is material and adverse to the Customer, we will provide at least thirty days’ written notice via the in-app notification system and the registered billing email address.

Continued use of the Service after a change takes effect constitutes acceptance of the updated terms. If you do not accept a material change, you may terminate as set out in the Term and termination section above.

16. Contact

Questions about these terms can be sent to legal@evopoint.com.

Formal notices should be sent in writing to EvoPoint Ltd, 1 Finsbury Avenue, London EC2M 2PF, United Kingdom.