Please read these terms carefully before using our services.
These general terms and conditions (the "General Terms") govern all Order Forms entered into by Factor Technologies Ltd, a company incorporated in England and Wales with company number 16929514 and registered office at 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("Factor Technologies", "we", "us", "our") and the legal entity or individual identified as customer in the relevant Order Form ("Customer", "you", "your"), except to the extent superseded by an agreement expressly agreed in writing and signed by both Parties.
Factor Technologies and Customer are together the "Parties" and each a "Party".
Specific service descriptions, subscription parameters, pricing, and any professional services are set out in one or more Order Forms. Each Order Form becomes binding when executed by the Parties (or otherwise accepted as specified in the Order Form) and is governed by these General Terms and the documents referenced in them.
Each Order Form is governed by and incorporates the following documents, in each case in effect as of the date of the relevant Order Form, together the "Agreement":
Order of precedence. If there is any conflict, the documents apply in the order above, with the following clarifications:
We may update these General Terms from time to time by giving you prior written notice (including by email) ("Notice"). If you do not agree to the updated terms, you may terminate the Agreement by written notice within fifteen (15) days of receiving the Notice, with termination taking effect at the end of your then-current subscription period (unless the Notice specifies a later effective date). If you do not terminate within that period, the updated terms take effect on the date specified in the Notice.
Updates will not apply retroactively to an already-paid fixed subscription term unless expressly stated and permitted by law.
In addition to terms defined elsewhere, the following definitions apply:
During the Subscription Term, subject to payment of Fees and compliance with the Agreement, we grant Customer and its Affiliates a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to:
All rights not expressly granted are reserved by Factor Technologies.
Commercial model. Customer's Fees are based on usage outputs, specifically the number of Assessment Outputs created through the SaaS Solution, as described in the Order Form.
Customer must establish an administrator account and provide accurate information. Customer is responsible for:
Any activity using Customer credentials is deemed authorised by Customer. Customer is responsible for all use of the SaaS Solution by End Users and for compliance with the Agreement.
Customer must not (and must ensure End Users do not):
We may suspend access where reasonably necessary to prevent or address a security risk, unlawful activity, or material breach.
Customer will:
Customer is responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data and for obtaining all rights/consents needed to upload and process it.
If Customer orders Professional Services, the Parties will document scope, deliverables, fees, and assumptions in an Order Form (or similar written document). Unless stated otherwise, Professional Services are provided on a time-and-materials basis and schedules are estimates.
If Customer requests support, Customer acknowledges that our support personnel may need access to Customer's account(s) and relevant Customer Data to troubleshoot. We will comply with our confidentiality obligations and, where applicable, the DPA.
Customer warrants it has the rights and consents required for such access.
Customer retains ownership of Customer Data. Customer grants us and our subcontractors a limited, worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Data solely to:
We will not use Customer Data to train our proprietary models or to train third-party models without Customer's explicit written consent.
FireCheckr may include features that use third-party large language models ("LLMs") or other AI services.
Unless otherwise stated in the Order Form or Policies:
Where FireCheckr uses AI/LLM features, we will configure those features so that AI model inference and AI/LLM interaction logging for Customer Data occur within the United Kingdom, unless Customer expressly agrees otherwise in an Order Form.
Customer acknowledges that AI-generated outputs may be incomplete, inaccurate, or inappropriate and must be reviewed by a competent person before use. FireCheckr supports workflow and documentation but does not replace professional judgement.
Customer must not provide special category personal data or other highly sensitive information to AI features unless:
We may collect and use Aggregated Data for analytics, benchmarking, product improvement, and business purposes, provided it does not identify Customer or any individual.
Customer will indemnify and hold harmless Factor Technologies from third-party claims arising from Customer Data or Customer's breach of this Agreement, including claims that Customer Data infringes third-party rights or was processed unlawfully, except to the extent caused by our breach of the Agreement.
The SaaS Solution, Documentation, and all related technology, designs, workflows, templates, algorithms, and improvements are owned by Factor Technologies and/or its licensors. No rights are granted except as expressly stated.
If Customer provides suggestions or feedback ("Feedback"), Customer grants Factor Technologies a worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use, modify, and incorporate Feedback into the SaaS Solution without obligation.
We will defend Customer against third-party claims alleging that Customer's authorised use of the SaaS Solution infringes Intellectual Property Rights ("Infringement Claim") and will pay damages and costs awarded by a court of competent jurisdiction or agreed in a settlement approved by us.
Customer must:
If an Infringement Claim occurs or is likely, we may, at our option:
We have no liability for claims arising from:
To the maximum extent permitted by law, neither Party will be liable for indirect or consequential losses, loss of profit, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings, arising out of or in connection with the Agreement.
FireCheckr is a tool to support workflows (including compliance-related documentation and reporting). Customer remains solely responsible for:
We are not responsible for losses resulting from decisions made based on outputs generated through the SaaS Solution.
Subject to Articles 8.4 and 8.5, each Party's total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) will not exceed the Fees paid or payable by Customer under the relevant Order Form in the twelve (12) months preceding the event giving rise to the claim.
Nothing limits or excludes liability for death or personal injury caused by negligence, fraud/fraudulent misrepresentation, or other liability that cannot be excluded by law.
Liability relating to data protection is addressed in the DPA and remains subject to the Agreement's limitation of liability unless the DPA expressly states otherwise.
"Confidential Information" means information disclosed by a Party to the other that is marked confidential or should reasonably be considered confidential, including business, product, security, customer, pricing, and technical information.
The receiving Party will protect Confidential Information using at least reasonable care and may use it only to perform obligations or exercise rights under the Agreement.
A receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives prior notice (where legally permitted) and cooperates to limit disclosure.
Confidentiality obligations survive termination for five (5) years, except for trade secrets which remain protected as long as they remain trade secrets.
We will provide the SaaS Solution and any Professional Services with reasonable skill and care.
We do not warrant that the SaaS Solution will be uninterrupted, error-free, or meet all Customer requirements, or that it will be compatible with third-party systems except as stated in Documentation.
Customer acknowledges that FireCheckr does not provide legal advice, fire engineering advice, or professional certification, and does not replace the judgement of competent professionals. Outputs are for informational and workflow-support purposes only and must be reviewed and validated by Customer.
To the maximum extent permitted by law, all other warranties, conditions, and representations (express or implied) are excluded, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement (except as set out in Article 7).
Customer will pay the Fees in the Order Form, which may include:
Fees are exclusive of VAT and any applicable taxes, which will be added at the applicable rate.
Unless otherwise stated in the Order Form, invoices are issued in advance for any fixed Fees and in arrears for Usage Charges (or as otherwise stated) and are payable within fourteen (14) days of the invoice date.
Where applicable, we may invoice Usage Charges based on the number of Assessment Outputs created in the relevant billing period as measured under Article 2.2.
If the Order Form includes prepaid usage bundles, any unused usage treatment (expiry/rollover) will be as set out in the Order Form.
If the Customer fails to pay any undisputed amount due under the Agreement by the due date, the Supplier may charge interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until payment (whether before or after judgment). The Supplier may also charge the fixed compensation and reasonable recovery costs permitted under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). The Supplier may suspend access to the SaaS Solution for overdue undisputed amounts after giving reasonable notice.
Customer must notify us of any dispute in good faith within fourteen (14) days of invoice date, specifying the reason and amount disputed. Customer will pay all undisputed amounts when due.
Unless the Order Form provides otherwise, we may increase Fees upon renewal by giving at least thirty (30) days' written notice prior to renewal. If Customer does not accept the increase, Customer may prevent renewal by giving notice within fourteen (14) days of receiving the increase notice (effective at end of the then-current term).
Where we process personal data on Customer's behalf as a processor, the Parties will enter into a DPA. If the Parties have executed a standalone DPA, that DPA applies and is incorporated by reference.
The Agreement starts on the Effective Date and continues for the Subscription Term.
Unless the Order Form states otherwise, subscriptions renew automatically for successive renewal terms of the same length as the Initial Term. Either Party may prevent renewal by giving written notice at least sixty (60) days before the end of the then-current term (for annual subscriptions) or as otherwise stated in the Order Form.
Either Party may terminate the Agreement by written notice if the other Party materially breaches the Agreement and fails to remedy the breach within thirty (30) days of notice.
Either Party may terminate immediately by notice if the other becomes insolvent, enters administration or liquidation, or ceases business.
On termination:
Customer Data return/deletion will be handled as described in Documentation/Policies and, for personal data, in the DPA.
Neither Party is liable for delay or failure caused by events beyond reasonable control (including outages, failures of hosting providers, network issues, acts of government, fire, flood, strikes, or attacks), provided it uses reasonable efforts to mitigate.
Unless Customer objects in writing, we may list Customer as a customer reference (name and logo) on our website and marketing materials. Customer may withdraw consent at any time by notice, after which we will stop future use within a reasonable time.
Failure to enforce a provision is not a waiver.
Notices must be in writing and delivered to the addresses in the Order Form (or updated by notice). We may send notices to the email address designated by Customer in the Order Form or admin account.
If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue.
The Agreement is the entire agreement and supersedes prior discussions relating to its subject matter.
Neither Party may assign the Agreement without the other's consent (not to be unreasonably withheld). We may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets by written notice to Customer.
The Agreement and any dispute arising out of or in connection with it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.