Terms of Service
This document is enforced as of the 16th of December 2025.
1. About Us
1.1 These Terms of Service (“Terms”) govern the provision of services by ELLIPSE SOFTWARE GROUP LIMITED, a company incorporated in England and Wales (company number: 16757915), whose registered office is at the bottom of this agreement, trading as ellipse Software (“we”, “us”, “our”).
1.2 We provide business-to-business software products, platforms, infrastructure, consulting, engineering, and related professional services (“Services”).
1.3 These Terms apply only to business customers. We do not directly contract with consumers.
2. Contract Structure & Order of Precedence
2.1 Our Services may be provided under:
- these Terms;
- an order form, proposal, or statement of work (“SOW”);
- a master services agreement (“MSA”); and/or
- any other written agreement agreed between the parties.
2.2 If there is any conflict, the following order of precedence applies (highest first):
- a signed MSA;
- an applicable SOW or order form;
- these Terms.
2.3 No terms provided by you (including purchase orders or standard terms) shall apply unless expressly agreed in writing by us.
3. Scope of Services
3.1 We shall provide the Services as described in the applicable agreement or SOW.
3.2 Unless expressly stated:
- delivery dates are estimates only;
- time is not of the essence;
- Services may evolve, change, or be improved over time.
3.3 We may subcontract or delegate performance of the Services without your consent, provided we remain responsible for delivery.
4. Your Obligations
4.1 You shall:
- provide accurate, complete, and timely information;
- ensure all instructions, materials, and approvals are lawful;
- comply with all applicable laws and regulations;
- ensure authorised users comply with these Terms.
4.2 You are responsible for:
- your internal systems, security, backups, and configurations unless otherwise agreed;
- any decisions made based on outputs of the Services.
5. Accounts, Access & Security
5.1 Where access credentials are provided, you must:
- keep them confidential;
- prevent unauthorised access;
- notify us immediately of any security incident.
5.2 We may suspend access without liability where we reasonably believe there is:
- a security risk;
- misuse of the Services;
- non-payment.
6. Fees & Payment
6.1 Fees are as set out in the applicable agreement and are exclusive of VAT and other applicable taxes unless specified.
6.2 Unless otherwise agreed:
- invoices are payable within 14 days of invoice date;
- payment shall be made in cleared funds, without deduction or set-off.
6.3 We may charge:
- statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998;
- reasonable recovery costs.
6.4 We may suspend Services for non-payment after reasonable notice.
6.5 All fees are non-refundable, except where expressly agreed in writing.
7. Intellectual Property
7.1 All intellectual property rights in:
- our software;
- platforms;
- documentation;
- methodologies;
- know-how; remain our exclusive property (or our licensors’).
7.2 Subject to payment, we grant you a non-exclusive, non-transferable, revocable licence to use deliverables solely for your business purposes, unless otherwise agreed.
7.3 No rights are granted except as expressly stated.
8. Client Materials
8.1 You retain ownership of materials you provide to us (“Client Materials”).
8.2 You grant us a licence to use Client Materials as necessary to provide the Services.
8.3 You warrant that Client Materials do not infringe third-party rights.
9. Confidentiality
9.1 Each party shall keep confidential all non-public information received from the other.
9.2 Confidentiality obligations survive termination.
9.3 We may disclose confidential information where required by law or regulation.
10. Data Protection
10.1 Each party shall comply with applicable data protection laws, including the UK GDPR.
10.2 Where we act as a processor, processing will be governed by a separate data processing agreement or appropriate contractual terms.
10.3 We do not guarantee that Services are suitable for processing personal data unless expressly agreed.
11. Warranties & Disclaimers
11.1 Services are provided with reasonable skill and care.
11.2 Except as expressly stated, all warranties, conditions, and representations are excluded to the fullest extent permitted by law, including implied warranties of:
- fitness for purpose;
- merchantability;
- non-infringement.
11.3 We do not warrant that:
- Services will be uninterrupted or error-free;
- outputs will be accurate, complete, or suitable for your specific use.
12. Limitation of Liability
12.1 Nothing limits liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- liabilities that cannot legally be excluded.
12.2 Subject to clause 12.1, our total aggregate liability arising out of or in connection with the Services shall not exceed the fees paid by you in the 12 months preceding the claim.
12.3 We shall not be liable for:
- loss of profit;
- loss of business;
- loss of data;
- indirect or consequential losses.
12.4 You acknowledge that the Services are provided on a commercial, risk-allocated basis.
13. Indemnities
13.1 You shall indemnify us against all claims arising from:
- your breach of these Terms;
- misuse of the Services;
- Client Materials.
14. Term & Termination
14.1 These Terms commence upon first use of the Services.
14.2 Either party may terminate:
- as provided in an applicable agreement;
- immediately for material breach not remedied within a reasonable period;
- immediately upon insolvency of the other party.
14.3 Upon termination:
- all licences cease;
- outstanding fees become immediately due;
- accrued rights survive.
15. Suspension & Force Majeure
15.1 We may suspend Services where required for:
- maintenance;
- security;
- legal compliance.
15.2 Neither party shall be liable for failure caused by events beyond reasonable control.
16. Non-Solicitation
16.1 You shall not solicit or hire our employees or contractors involved in the Services during the term and for 12 months thereafter, without our written consent.
17. Assignment
17.1 You may not assign or transfer these Terms without our prior written consent.
17.2 We may assign freely as part of a group restructuring, sale, or investment.
18. Governing Law & Jurisdiction
18.1 These Terms are governed by English law.
18.2 The courts of England and Wales have exclusive jurisdiction.
19. General
19.1 If any provision is held invalid, the remainder shall remain in force.
19.2 No waiver shall be effective unless in writing.
19.3 These Terms constitute the entire agreement unless superseded by a signed contract.
19.4 We reserve the right to amend these Terms or any related agreements from time to time. Any updated versions, together with archived versions, will be made available through our systems, and we will take reasonable steps to notify you of material changes. Unless you expressly agree otherwise, you will continue to be governed by the version of the agreement in force at the time you entered into it, and you will only become subject to revised or new agreements where you have expressly accepted them.
- Contact
For legal notices or enquiries:
- [email protected]
- ELLIPSE SOFTWARE GROUP LIMITED, 4th Floor Silverstream House, 45 Fitzroy Street, London, W1T 6EB, United Kingdom.
