Platform Terms

Last updated: [Last Updated Date]

Introduction

These Platform Terms ("Terms") are entered into between [Legal Entity Name], a company registered with the [Registration Authority] under number [Registration Number], with its registered office at [Registered Address] ("we," "us," or "our"), and the business that licenses a hosted instance of [Platform Name] ("you," "the Subscriber," or "the Customer").

These Terms cover the licensing of a hosted instance of the platform. If you are instead an individual buying a product inside a storefront that runs on [Platform Name], your relationship is governed by that storefront's own Terms of Service, not by these Terms.

By signing an Order Form, accepting these Terms at checkout, or using an Instance provided to you, you agree to be bound by these Terms together with the Data Processing Agreement, which forms an integral part of them.

1. Definitions

  • Instance: the deployed, hosted copy of [Platform Name] made available to you under your own brand and domain
  • Order Form: the document, quote, or checkout record identifying you, the selected plan, the fees, the term, and any agreed variations to these Terms
  • End User: any person who visits, registers on, or purchases through your Instance
  • Customer Content: products, media, text, files, branding, and any other material you or your End Users upload to or generate within the Instance
  • Documentation: the product documentation and guides we make available for the platform

2. What We Provide

We provide you with:

  • A deployed, hosted Instance of [Platform Name], configured for your domain and branding
  • Administrative access to manage your Instance
  • Platform updates and new features as they are released
  • Support in accordance with clause 7

We do not provide, and you remain solely responsible for:

  • Your payment provider account and the funds it receives
  • Your tax registration, VAT handling, invoicing obligations, and filings
  • Your Customer Content, including its legality and accuracy
  • Your own Terms of Service, Privacy Policy, and any other legal documents your business requires
  • Your relationship with, and obligations to, your End Users

3. Licence and Restrictions

3.1 Licence Granted

Subject to your compliance with these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Instance for your internal business purposes during the term.

3.2 Restrictions

You may not, and may not permit any third party to:

  • Access, copy, or extract the source code of the platform
  • Reverse engineer, decompile, or disassemble any part of the platform, except to the extent this restriction is prohibited by applicable law
  • Create derivative works of, or works based on, the platform
  • Resell, sublicense, distribute, or otherwise make the platform itself available to third parties as a platform
  • Use the platform to build, or assist any third party in building, a competing product
  • Remove, obscure, or alter any proprietary notice contained in the platform
  • Circumvent or attempt to circumvent any usage limit, access control, or licensing mechanism

3.3 Selling Through Your Instance

You may sell your own products and services through your Instance to your own End Users. This is the purpose of the platform and is expressly permitted.

Operating separate portals for your own clients within a single Instance requires our prior written agreement, and may require an additional Instance or plan. If you are unsure whether your intended use falls within this clause, ask before you deploy.

3.4 No Source Code or Self-Hosting

Nothing in these Terms grants you any right to the platform's source code, or any right to run, host, or deploy the platform yourself, whether during the term or after it ends.

4. Fees, Term and Renewal

4.1 Fees

  • Setup fee: [Setup Fee], payable in advance. Once deployment has begun, the setup fee is non-refundable
  • Subscription fee: [Subscription Fee], billed [Billing Cycle] in advance
  • All fees are stated in [Currency] and exclude VAT and other applicable taxes

VAT is added where applicable. Where you provide a valid VAT registration number in a jurisdiction where the reverse charge applies, VAT is accounted for by you. You are responsible for any withholding tax imposed in your own jurisdiction, and fees are payable to us net of any such deduction.

4.2 Payment

Invoices are payable within [Payment Term] of the invoice date. We may charge statutory commercial interest on overdue amounts.

4.3 Term and Renewal

The initial term is [Minimum Term], starting on the date stated in the Order Form. These Terms renew automatically for successive periods of the same length unless either party gives notice not to renew at least [Cancellation Notice] before the end of the current term.

4.4 Price Changes

We may change our fees with at least [Price Change Notice] written notice. Changes take effect at your next renewal. If you do not accept a price change, you may elect not to renew, without penalty, by giving notice before that renewal date.

4.5 Late Payment and Suspension

If an invoice remains unpaid, we may suspend your Instance after [Suspension Days] and terminate these Terms after [Termination Days]. Suspension does not relieve you of the obligation to pay amounts already due. We will restore a suspended Instance promptly once payment is received.

4.6 Refunds

Except where these Terms expressly provide otherwise, fees are non-refundable. Terminating before the end of a paid period does not entitle you to a refund or a pro-rata credit, and your access continues until the end of that period.

5. Deployment and Your Responsibilities

5.1 What We Need From You

Deployment cannot begin until you provide:

  • A domain you control, with the ability to configure its DNS records
  • Your own payment provider account, connected to the Instance
  • Your branding assets
  • A named administrative contact

We aim to complete deployment within a reasonable period of receiving all of the above. Any timescale we indicate is a target, not a contractual deadline, and is conditional on your timely cooperation.

5.2 Infrastructure

Unless the Order Form states otherwise, the hosting environment and database project supporting your Instance are held in accounts controlled by us. You own your data; you do not own the underlying accounts. Clause 15.5 and the Data Processing Agreement govern how your data is returned to you.

5.3 Your Ongoing Obligations

You will:

  • Publish and maintain your own Terms of Service and Privacy Policy for your End Users. Any templates included in the platform are starting points provided for convenience and do not constitute legal advice
  • Comply with all laws applicable to your business, including consumer protection, distance selling, tax, and data protection law
  • Keep your administrative and billing contact details accurate and current
  • Keep your administrative credentials confidential, enable multi-factor authentication where offered, and notify us without delay at [Security Email] if you suspect any compromise
  • Deal with your End Users directly. We have no contractual relationship with them and provide them no support

6. Acceptable Use

You may not use the Instance to host, sell, promote, or distribute:

  • Content that is unlawful, or that infringes the intellectual property or privacy rights of others
  • Sexually explicit or pornographic material
  • Content that incites hatred, harassment, discrimination, or violence
  • Malware, phishing material, or unsolicited bulk communications
  • Content that is deceptive or fraudulent, including misrepresented earnings claims

You may not use the Instance in a way that impairs its operation, compromises its security, or degrades the service for other customers.

If you breach this clause, clause 15 applies.

7. Support and Updates

7.1 Support

Support is provided by email during [Support Hours]. We aim to respond within:

  • Critical (Instance unavailable, or payments failing): [Critical Response Time]
  • Major (a feature is broken and no workaround exists): [Major Response Time]
  • Minor (questions, cosmetic issues, feature requests): [Minor Response Time]

These are targets, not guarantees, and no service credit or other remedy attaches to them.

7.2 What Is Included

Correcting defects in the platform is included in your subscription. The following are chargeable at [Hourly Rate] unless the Order Form states otherwise:

  • Feature development and customisation
  • Content entry and data migration
  • Integration with third-party systems
  • Training beyond the initial onboarding
  • Investigating issues that turn out to originate in your own configuration, content, or third-party accounts

7.3 Updates

We release updates continuously and apply them to all Instances. You may not decline an update or remain on an earlier version.

We may modify or discontinue features. Where a change materially reduces functionality you rely on, we will give at least [Breaking Change Notice] notice, and you may terminate at the end of your current period if the change is not acceptable to you.

8. Availability, Maintenance and Backups

8.1 Availability

We will use commercially reasonable efforts to keep your Instance available. We do not guarantee uninterrupted or error-free operation, and no uptime percentage is warranted unless expressly stated in the Order Form.

8.2 Maintenance

We will give at least [Maintenance Notice] notice of scheduled maintenance where practicable. Emergency maintenance, including security patching, may be carried out without notice.

8.3 Third-Party Dependencies

The platform depends on third-party providers, including hosting, database, payment, email, video, and communication services. Interruptions, changes, price increases, or discontinuation by those providers are outside our control, and we are not liable for them. Where such an event materially affects the service, we will tell you and use reasonable efforts to find an alternative.

8.4 Backups

We take backups at [Backup Frequency] and retain them for [Backup Retention]. On request we will use reasonable efforts to restore from the most recent available backup. We give no recovery point or recovery time commitment. You remain responsible for keeping your own copies of anything you cannot afford to lose.

9. Data Protection

For personal data processed within your Instance, you are the controller and we are the processor. Our respective obligations are set out in the Data Processing Agreement, which is incorporated into these Terms by reference and which both parties are required by Article 28 of the GDPR to enter into.

For your own administrative account and for billing you, we act as a controller. Our processing in that capacity is described in our Privacy Policy.

10. Intellectual Property

10.1 The Platform

The platform, including its software, design, structure, and Documentation, and all intellectual property rights in it, remain our exclusive property or that of our licensors. These Terms grant a licence to use, and transfer no ownership.

10.2 Your Content and Data

Customer Content, and all intellectual property rights in it, remain yours. You grant us only the licence necessary to host, process, transmit, back up, and display it for the purpose of operating your Instance and providing support.

10.3 Custom Development

Unless the Order Form states otherwise, work we carry out to your specification remains our property, you receive a licence to use it on the same terms as the rest of the platform, and we may incorporate it into the platform generally.

10.4 Publicity

We will not name you or use your logo as a reference customer without your prior written consent.

10.5 Feedback

If you give us suggestions or feedback about the platform, we may use them without restriction, obligation, or compensation.

11. Confidentiality

Each party will keep confidential any non-public information disclosed by the other that is marked confidential or that a reasonable person would understand to be confidential, and will use it only for the purposes of these Terms.

This does not apply to information that is or becomes public through no fault of the receiving party, that was already lawfully known to it, that it develops independently, or that it is required to disclose by law or by a competent authority, provided it gives notice where lawful to do so.

These obligations continue for three years after these Terms end.

12. Warranties and Disclaimers

We warrant that the platform will perform materially in accordance with the Documentation. If it does not, your sole remedy is that we correct the defect within a reasonable period or, if we cannot, that you terminate and receive a refund of fees paid for the unused remainder of the current period.

Except as expressly stated in these Terms, the platform is provided "as is" and we disclaim all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the platform will meet your specific requirements, that it will comply with any regulation applicable to your particular business, or that it will operate without interruption or error.

13. Limitation of Liability

13.1 Cap

Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort, or otherwise, is limited to the total fees you paid in the [Liability Cap Months] preceding the event giving rise to the claim.

13.2 Excluded Losses

We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, business interruption, or loss or corruption of data, however arising.

13.3 Exceptions

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for intent or wilful recklessness, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

14. Indemnities

14.1 By You

You will indemnify us against claims, damages, and reasonable costs arising from Customer Content, from products or services you sell through the Instance, from claims brought by your End Users, and from your breach of clause 6 or of applicable law.

14.2 By Us

We will defend you against a third-party claim that the platform as supplied infringes that party's intellectual property rights, and will pay damages finally awarded, subject to the cap in clause 13.1. We may at our option modify the platform, replace the infringing component, or terminate these Terms and refund fees paid for the unused remainder of the current period. This does not apply where the claim arises from Customer Content, from your modifications, or from your use of the platform in breach of these Terms.

14.3 Conditions

The indemnified party must notify the other promptly, give it sole control of the defence, and provide reasonable cooperation.

15. Suspension and Termination

15.1 Immediate Suspension

We may suspend your Instance immediately and without notice where it hosts unlawful content, where it presents a security threat to the platform or to other customers, or where we are required to do so by law or by a competent authority. We will tell you as soon as we reasonably can and, where the cause is capable of remedy, restore the Instance once it is resolved.

15.2 Suspension for Non-Payment

Clause 4.5 applies.

15.3 Termination for Breach

Either party may terminate on written notice if the other commits a material breach and fails to remedy it within [Cure Period] of being notified, or immediately if the breach is incapable of remedy.

15.4 Termination for Convenience

You may elect not to renew in accordance with clause 4.3. We may terminate for convenience on [Provider Termination Notice] written notice, in which case we will refund fees you have prepaid for the unused remainder of the period.

15.5 Effect of Termination

On termination:

  • Your Instance becomes read-only for [Read-Only Period], during which you may continue to export your data
  • You may request an export of your data within [Export Window]. We will provide it in a structured, commonly used, machine-readable format
  • Your Instance is then taken offline, and your data is deleted within [Deletion Period], except where we are required by law to retain it
  • All amounts owed to us become immediately due
  • Clauses 10, 11, 12, 13, 14, and 18 survive

Termination gives you no right to the platform's source code and no right to continue running the Instance elsewhere. You receive your data, not the software.

16. Changes to These Terms

We may amend these Terms. We will give at least [Price Change Notice] notice of any material change, by email to your administrative contact. The change takes effect at your next renewal, and if you do not accept it you may elect not to renew, without penalty. Non-material changes, including clarifications and corrections, take effect when published.

Each version is identified by its date. The version in force is the one in effect when your current period began.

17. General

  • Governing law: these Terms are governed by the laws of [Country], excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods
  • Jurisdiction: the courts of [Competent Court] have exclusive jurisdiction
  • Assignment: you may not assign these Terms without our written consent. We may assign them to a successor in connection with a merger, acquisition, or sale of substantially all of our assets
  • Subcontracting: we may use subcontractors to perform our obligations, and remain responsible for their performance
  • Force majeure: neither party is liable for failure to perform caused by an event beyond its reasonable control, including third-party provider outages, network failures, and acts of government
  • Notices: notices to us go to [Legal Email]; notices to you go to the administrative contact on file, and are deemed received on the next business day
  • Severability: if any provision is held unenforceable, the remainder continues in force
  • No waiver: failure to enforce a provision is not a waiver of it
  • Entire agreement: these Terms, the Data Processing Agreement, and the Order Form are the entire agreement between the parties on this subject. Where they conflict, the Order Form prevails, then the Data Processing Agreement, then these Terms
  • Language: the English version prevails over any translation

18. Contact

PurposeAddress
Legal and contractual notices[Legal Email]
Billing[Billing Email]
Support[Support Email]
Security and data breaches[Security Email]

[Legal Entity Name], [Registered Address] [Registration Authority] number [Registration Number] VAT number [VAT Number]