Platform Services Terms

These Platform Services Terms govern the consultancy services, software services, hosted platform services, AI-powered tools, implementation services, support services, and related offerings that Universoftware Ltd makes available where applicable.

By ordering, accessing, or using any service to which these terms apply, you agree to be bound by them.

Contracting Party

Universoftware Ltd is the contracting party for the services covered by these terms.

Company number: 12780329
Registered office: 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ
Contact email: legal@universoftware.ai

How These Terms Apply

These terms apply where you or the entity you represent:

purchase or receive consultancy, advisory, engineering, implementation, integration, training, support, or managed services from us;
access or use any hosted software, platform, portal, dashboard, API, workspace, automation, or AI-powered feature we make available;
submit an order, sign a proposal, accept a statement of work, or otherwise agree to receive services from us; or
permit your users, staff, contractors, or agents to use services we provide.

These terms may be supplemented by an order form, proposal, statement of work, service description, pricing page, support policy, acceptable use policy, data processing addendum, or other written terms that we designate as applicable.

If there is a conflict, the order of precedence is:

the applicable order form, statement of work, or other signed commercial document;
these Platform Services Terms;
the Acceptable Use Policy;
the Data Processing Addendum, where applicable; and
any other incorporated policy to the extent relevant to the specific issue.

Scope of Services

Our services may include, where applicable:

consulting, advisory, architecture, and delivery services;
software development, implementation, integration, migration, and automation work;
hosted software platforms, dashboards, APIs, and workflow tooling;
AI-powered tools, assistants, classification, summarisation, generation, retrieval, orchestration, or decision-support features;
onboarding, training, support, maintenance, and service management; and
related documentation, deliverables, and technical materials.

We may update, enhance, modify, suspend, or discontinue services where reasonably necessary for security, legal compliance, technical operation, product improvement, abuse prevention, or commercial reasons.

Accounts and Access

If a service requires an account, workspace, login, API credential, or other access credential, you must:

provide accurate and complete registration and account information;
keep credentials secure and confidential;
ensure only authorised users access the service;
promptly notify us of any suspected unauthorised access or misuse; and
remain responsible for activity carried out through your account or credentials, except to the extent caused by our breach.

You are responsible for managing your users and ensuring they comply with these terms.

Orders, Fees, and Billing

We may offer free services, paid services, usage-based services, subscription services, project-based services, or one-off professional services.

Where fees apply:

applicable fees, billing intervals, usage metrics, implementation charges, support fees, or other charges may be stated in an order form, proposal, pricing page, statement of work, or service description;
payments may be processed by third-party payment providers, including Stripe where applicable;
you authorise us and our payment providers to charge the agreed fees, taxes, and any other amounts due using the payment method you provide;
recurring charges may renew automatically where the applicable commercial terms provide for recurring billing;
fees are non-refundable except where required by law or expressly stated otherwise in the applicable commercial terms; and
you are responsible for all applicable taxes, duties, levies, and withholdings other than taxes on our net income.

If payment is overdue, we may charge interest, suspend access, pause delivery, or require payment assurance before continuing performance, to the extent permitted by law and the applicable commercial terms.

Acceptable Use and Customer Responsibilities

You must use the services lawfully, responsibly, and in accordance with these terms and our Acceptable Use Policy.

You are responsible for:

your use of the services and the use of your authorised users;
ensuring you have all rights, permissions, notices, and lawful bases needed for the data, prompts, content, instructions, systems, and materials you provide;
maintaining the security of your systems, devices, credentials, and integrations under your control;
reviewing outputs and deliverables for suitability to your use case; and
complying with laws and regulations applicable to your business, users, sector, and deployment context.

Customer Data, Materials, and Service Data

As between the parties, you retain ownership of your data, content, materials, prompts, configuration, documentation, and other information you provide to us or upload to the services, subject to the rights you grant under these terms.

You grant us a non-exclusive, worldwide, limited licence to host, store, reproduce, transmit, adapt, process, and otherwise use your data and materials to the extent reasonably necessary to:

provide, support, secure, and maintain the services;
perform professional services and deliverables;
troubleshoot, monitor, and prevent abuse;
comply with law, regulation, court order, or lawful request; and
enforce our agreements and protect our rights.

We may generate service data, logs, analytics, telemetry, feedback, benchmarking data, and other information derived from operation or use of the services. As between the parties, we own that service data, provided that we do not disclose your Confidential Information or personal data except as permitted by these terms, our policies, or applicable law.

We may use aggregated or de-identified information to operate, secure, analyse, and improve our services.

Data Protection

Our Privacy Policy explains how we handle personal data where we act as controller, including for website, account, support, billing, and business relationship management activities.

Where we process personal data on your behalf as a processor, our Data Processing Addendum applies.

Our current subprocessor information is described in our Subprocessors page.

AI-Powered Features

Our services may include AI-powered features or tools. If you use them, you acknowledge that:

AI-generated or AI-assisted outputs may be inaccurate, incomplete, biased, stale, or unsuitable for your intended use;
outputs are probabilistic and require human review and judgment;
you remain responsible for verifying outputs before relying on them, especially in legal, regulatory, financial, employment, health, safety, or other high-impact contexts;
we may use third-party model, inference, retrieval, hosting, or safety providers to operate AI-powered features; and
we may apply usage limits, safety controls, filters, throttling, or restrictions to AI-powered features.

Unless expressly stated otherwise in applicable service-specific terms or a written agreement, you must not rely on AI-powered outputs as a substitute for professional advice or as the sole basis for decisions that materially affect rights, obligations, finances, employment, safety, or regulatory compliance.

Intellectual Property and Deliverables

Each party retains ownership of its pre-existing intellectual property, know-how, methodologies, software, templates, models, data, documentation, and materials.

Specific ownership, assignment, licensing, or usage rights for deliverables, custom code, documentation, or project outputs may be set out in an order form, proposal, or statement of work.

Unless the applicable commercial terms state otherwise, and subject to payment of all amounts due, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use deliverables we provide to you for your internal business purposes.

Confidentiality

Each party may receive Confidential Information from the other party. The receiving party must:

protect the disclosing party's Confidential Information using reasonable care;
use it only as necessary to perform or receive the services or exercise rights under the parties' agreement; and
not disclose it to third parties except to personnel, contractors, or advisers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes public through no breach, was already lawfully known, is independently developed without use of the disclosing party's Confidential Information, or is lawfully obtained from a third party without confidentiality restriction.

Third-Party Services

Services may interoperate with or depend on third-party services, models, payment processors, hosting providers, email providers, analytics providers, storage providers, identity providers, or other external systems.

We are not responsible for third-party services except to the extent expressly stated in a signed agreement. Your use of third-party services may also be subject to those providers' own terms and policies.

Suspension

We may suspend or restrict access to all or part of the services if reasonably necessary to:

prevent or investigate security incidents, fraud, abuse, or unlawful activity;
protect the integrity, availability, or security of the services or other customers;
avoid material legal, regulatory, or operational risk;
respond to repeated or material breaches of these terms; or
perform maintenance, updates, or emergency remediation.

Where reasonable in the circumstances, we may give notice and an opportunity to cure before suspension.

Termination

Either party may terminate services as provided in the applicable order form, statement of work, proposal, or service-specific terms.

If no specific termination term applies, either party may terminate for material breach that remains uncured after reasonable notice.

On termination or expiry:

rights of access and use end except to the extent otherwise agreed;
you must stop using the affected services;
accrued payment obligations remain due; and
each party may retain information to the extent required for legal compliance, dispute resolution, security, audit, or legitimate record-keeping purposes.

Warranties and Disclaimers

We warrant that we will provide services with reasonable care and skill consistent with the nature of the services.

Except for that express warranty, and to the fullest extent permitted by law, the services, deliverables, AI-powered features, and related materials are provided on an "as is" and "as available" basis, and we disclaim all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, and uninterrupted operation.

Limitation of Liability

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited.

Subject to that:

neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary loss;
neither party is liable for loss of profit, revenue, goodwill, anticipated savings, business opportunity, contracts, or data, except to the extent such loss arises from unauthorised disclosure, misuse, or destruction of data in breach of applicable data protection or confidentiality obligations;
we are not liable for losses arising from your failure to review or validate AI-generated outputs before relying on them; and
our total aggregate liability arising out of or in connection with the services and these terms is limited to the fees paid or payable by you to us for the affected services in the 12 months preceding the event giving rise to the claim, or, if no fees have been paid for the affected services, GBP 100.

Changes to These Terms

We may update these terms from time to time. The version published on our site or otherwise provided with the applicable services governs from the date it takes effect, subject to any mandatory law or written agreement requiring a different approach.

Governing Law and Jurisdiction

These terms and any non-contractual disputes arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction unless mandatory law requires otherwise.

Contact

Questions about these terms can be sent to:

Universoftware Ltd
Company number 12780329
71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ
legal@universoftware.ai