Terms & Conditions

1. Introduction

These Terms & Conditions (“Terms”) apply to your use of the Ember Tech Solutions website and any products, services, or deliverables we provide (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into an agreement on behalf of an organisation, you represent that you have authority to bind that organisation.

2. Engagement documents

Project-specific Statements of Work (SOWs), proposals, or order forms may supplement these Terms. If there is a conflict, the SOW governs for the relevant project. All Services are subject to UK law.

3. Our services

We design, build, and maintain bespoke automation, data collection, analytics, and alerting systems. Unless otherwise agreed, Services are delivered on a subscription model with a minimum term (typically 6 or 12 months). We host and support the solution for the duration of the term.

4. Client responsibilities

• Provide accurate and timely information needed to deliver the Services.
• Ensure you have permission to supply any third-party data sources or credentials.
• Use the Services in compliance with applicable laws, including data protection, competition, and anti-spam rules.
• Maintain the confidentiality of any access credentials we provide to your team.
• Inform us promptly of suspected misuse, security breaches, or errors.

5. Acceptable use

You must not use the Services to:

• Collect data from sources where scraping or automated access is prohibited by law or contractual terms.
• Send unsolicited communications or engage in unlawful marketing practices.
• Create, store, or transmit malicious code, or attempt to interfere with other users or our infrastructure.
• Reverse engineer, decompile, or otherwise attempt to extract source code from any proprietary components we provide.

6. Fees and payment

Fees are set out in your SOW or order form. Unless otherwise stated:

• Fees are invoiced monthly in advance.
• Payment is due within 14 days of invoice date.
• Late payments may incur interest at 4% above the Bank of England base rate.
• All fees exclude VAT, which will be added where applicable.

7. Intellectual property

• Your data: You retain all rights to the data you provide or that is collected on your behalf. We process it only to deliver the Services.
• Ember materials: We retain ownership of our pre-existing technology, methodologies, and tools. Upon full payment, you receive a licence to use deliverables for your internal business purposes during the term.
• Third-party data sources: Usage remains subject to the terms set by the original data provider. You are responsible for securing any required permission.

8. Confidentiality

Each party agrees to keep the other’s confidential information secret and to use it only for fulfilling contractual obligations. Confidential information includes technical know-how, pricing, business plans, and data extracted via the Services. This duty continues for 3 years after the contract ends.

9. Data protection

We act as a data processor when handling personal data on your behalf and will process such data according to the Data Processing Agreement (DPA) included with your SOW. The DPA incorporates the required GDPR clauses. Our Privacy Policy explains how we manage personal data when acting as a controller (e.g. for enquiries).

10. Service levels and support

We monitor our systems and provide support during UK business hours (Monday–Friday, 09:00–17:00 GMT/BST). Target response times and remediation commitments are set out in your SOW. We may perform planned maintenance outside business hours and will notify you in advance where practicable.

11. Suspension

We may suspend access to the Services if:

• You breach these Terms or applicable law;
• Your use poses a security risk to the Services or other customers;
• Payment is overdue by more than 30 days.

We will give you reasonable notice and an opportunity to remedy where feasible.

12. Termination

Either party may terminate for material breach if the breach is not remedied within 30 days of written notice. Upon termination:

• You remain liable for fees up to the end of the term.
• We will provide a final export of your data in a mutually agreed format.
• All licences granted under these Terms end, except for rights expressly stated to survive.

13. Warranties

We warrant that we will perform the Services with reasonable care and skill. Except as expressly provided in these Terms or your SOW, the Services are provided “as is” without other warranties. We do not warrant that data sources we automate will remain available or unchanged; if they alter their structure or access policies, additional work may be required.

14. Liability

• We do not exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.
• Subject to the above, our total liability for all claims under these Terms is limited to the total fees you paid to us in the 12 months preceding the claim.
• We are not liable for indirect, consequential, or special losses, including loss of profits, revenue, goodwill, or data.

15. Indemnities

You agree to indemnify us against claims arising from your misuse of the Services, breach of laws, or infringement of third-party rights stemming from the data sources you instruct us to access. We will indemnify you against claims that our proprietary software infringes a third party’s UK intellectual property rights, provided you notify us promptly and allow us control of the defence.

16. Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, governmental actions, labour disputes, power outages, or internet disruptions. The affected party will take reasonable steps to mitigate the impact.

17. Changes to the Services

We may update the Services to improve performance, security, or functionality. Material changes that affect your contracted deliverables will be discussed with you in advance and documented in a change control note or revised SOW.

18. Amendments to these Terms

We may revise these Terms periodically. Updated versions will be posted on this page with a new “Last updated” date. Material changes will be communicated directly to clients.

19. Governing law

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising from or relating to the Services.

20. Contact

For questions about these Terms, contact us at paul@ember-tech-solutions.co.uk.