Terms and Conditions

• Accounts are for named individuals and must not be shared.
• You are responsible for maintaining account security (including passwords).
• If you are using the Services on behalf of an organisation, you confirm you have authority to bind that organisation, and these Terms will apply to it.

4.1 Licence Grant
We grant you a non-exclusive, non-transferable licence to access and use the Services during your subscription term for your internal business purposes only.

4.2 Restrictions
You must not, and must not permit others to:

• Copy, modify, duplicate, create derivative works from, or reverse engineer the Services.
• Use the Services to develop or offer a competing product.
• Sell, rent, lease, or make the Services available to third parties except as expressly authorised.
• Introduce viruses, malware, or otherwise disrupt or attempt to gain unauthorised access.
• Use the Services for unlawful purposes or to infringe the rights of others.

4.3 Content Standards
You must not store or transmit unlawful, harmful, defamatory, obscene, discriminatory, or otherwise inappropriate material. We may suspend access without liability if you breach this clause.

• You retain ownership of all data, documents, and content uploaded into Emprise SC (“Your Content”).
• You grant us a licence to host, process, and display Your Content solely for the purpose of providing the Services.
• All intellectual property in the Services, software, documentation, and related materials belongs to Optax Limited or its licensors.

• Both parties agree to keep each other’s confidential information secure and not disclose it to third parties except as required by law.
• We will process personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR.
• For enterprise clients, additional data processing terms may apply under a separate Data Processing Agreement.

• Subscription fees are payable in advance in accordance with your chosen plan.
• Subscriptions automatically renew at the end of each billing cycle (monthly or annually) unless cancelled before renewal.
• Fees are non-refundable except as required by law.
• We may change pricing for future renewal periods with at least 30 days’ notice.

We may suspend or terminate your account immediately if:

• You breach these Terms,
• You fail to pay fees when due,
• You misuse the Services, or
• We are required to do so by law or to protect our systems.

You may cancel your subscription at any time in your account settings; access will continue until the end of the current term.

• We warrant that we have the right to provide the Services and that the Services will operate substantially in accordance with their documentation.
• We do not warrant that use of the Services will be uninterrupted or error-free.
• Except as expressly stated in these Terms, all other warranties, conditions, and representations are excluded to the fullest extent permitted by law.

You agree to indemnify and hold us harmless against any claims, damages, or expenses arising from:

• Your Content,
• Your use of the Services, or
• Your breach of these Terms.

• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be excluded by law.
• Subject to the above, our total aggregate liability in any 12-month period is limited to the greater of:
  (a) the total fees paid by you in that period; or
  (b) £500.
• We will not be liable for:
• loss of profits, revenue, or business,
• loss of data or corruption of data,
• indirect or consequential losses.

• These Terms are governed by the laws of England and Wales.
• The courts of England and Wales will have exclusive jurisdiction over any disputes.
• Before starting proceedings, both parties will use reasonable efforts to resolve disputes informally.

• We may update these Terms from time to time by posting a new version; continued use after updates constitutes acceptance.
• You may not assign your rights under these Terms without our consent. We may assign our rights without restriction.
• If any provision is found invalid or unenforceable, the remaining provisions will remain in full effect.
• These Terms, together with our Privacy Policy, constitute the entire agreement between you and us for use of the Services.