We run a cloud-based sustainability and ESG software service. One of our products is Ella, an AI-powered sustainability platform operated by Futureproof.
These Terms and Conditions (further referred to as the "Terms") govern your acquisition and use of the services offered by Futureproof, including Ella and any related services, software, features, tools, outputs and content we make available as part of the service (together, the "Services"). These Terms also apply to free trials, pilots, proofs of concept and any use of the Services without charge unless we agree otherwise in writing.
The company behind Futureproof and Ella is FUTUREPROOF TECH LTD. Our registered company number is 12482223, and our registered office is at 99 Parkway Avenue, Sheffield, S9 4WG, England, United Kingdom. Our VAT number is 421502154.
For ease of reference we will further refer to ourselves using "we", "us", "our" or "Futureproof". "Ella" refers to the Ella product operated by Futureproof Tech Ltd. "You", "your" or "yours" means the organisation using the Services.
1.1. By subscribing to our Services online, accepting an order form, entering into a proposal, pilot, subscription or other agreement with us, or otherwise using the Services, you are accepting these Terms. These Terms constitute a binding contract between you and us.
1.2. Your subscription will continue for the subscription term agreed during the sales process, and will renew automatically for successive renewal terms unless either party gives notice in accordance with these Terms or unless otherwise agreed in writing.
1.3. Unless otherwise agreed in writing, subscriptions are billed either monthly or yearly depending on your subscription plan. Your subscription price may be based on factors such as company headcount, number of entities, number of users, usage tier, features enabled, or another agreed commercial metric. We reserve the right to update your subscription price if those commercial metrics change, in line with our applicable pricing structure or any pricing agreed between the parties.
1.4. To use our paid Services you must provide a current, valid and accepted method of payment or follow another agreed payment arrangement. You authorise us to charge the applicable fees using your chosen payment method in accordance with your subscription plan and billing cycle.
1.5. When signing up for our Services, an account will be created which you can access through our website or application. You can find specific details regarding your subscription in your account, through your order form, or by emailing us at support@poweredbyfutureproof.com.
1.6. Multiple authorised users may be linked to your account. You are responsible for ensuring that access credentials, login links, authentication methods and user access are kept secure and only used by authorised users.
2.1. The prices are those confirmed during our sales process, subscription flow, order form or other written agreement, unless otherwise agreed with us in writing.
2.2. Unless explicitly indicated otherwise, all prices are in GBP and exclusive of VAT and any other applicable taxes or duties.
2.3. Fees for the Services will be charged on the billing cycle agreed with you, whether monthly, yearly or otherwise.
2.4. If a payment is not successfully settled, due to for example expiration of your payment method, insufficient funds, invoice non-payment or another billing failure, we may suspend access to the Services until payment has been received or the billing issue has been resolved.
2.5. If a payment error occurs on your account, we will aim to rectify this promptly.
2.6. Your payment provider or bank may charge you certain fees, such as foreign transaction fees or bank processing charges. You should check with your payment provider for details before using that payment method.
2.7. We reserve the right to adjust the pricing of the Services to reflect inflation, increases in third-party costs, changes in scope, changes in usage, changes in headcount or entity count, or material product changes. Unless otherwise agreed in writing, any annual inflation-based price adjustment will take effect on renewal and we will provide at least 30 days' written notice.
2.8. Invoices will be provided electronically. You expressly agree to receive invoices and billing notices in electronic form only.
3.1. Unless otherwise agreed in writing, you may cancel your subscription by giving at least 3 months' notice before the end of your current subscription term. If you cancel your subscription, you will be able to use the Services until the end of the period you have paid for, unless access is suspended or terminated earlier under these Terms.
3.2. Except where required by law or expressly agreed otherwise, payments already made are non-refundable and we do not provide refunds or credits for partial subscription periods, partial use, non-use, or unused features.
3.3. If you signed up under a specific trial, pilot, promotional guarantee or refund arrangement confirmed by us in writing, that arrangement will apply instead of the general rule above to the extent of any inconsistency.
3.4. To cancel your subscription, go through the agreed billing or account process if available, or email support@poweredbyfutureproof.com.
4.1. We may from time to time update, improve, modify or replace any part of the Services.
4.2. We may also change our pricing, packaging, feature availability or service plans. Any such change will apply to you no earlier than the date stated in the notice we provide, unless the change is required sooner for legal, security or operational reasons.
4.3. We may discontinue part of the Services, features, integrations, models or functionality where reasonably necessary, including where caused by supplier changes, legal changes, security concerns, product evolution or low usage. Where reasonably practicable, we will give advance notice of material discontinuations.
4.4. We reserve the right, at our sole discretion, to modify or replace any part of these Terms. It is your responsibility to check the Terms periodically for changes. Your continued use of or access to the Services following the posting of any changes to the Terms constitutes acceptance of those changes.
5.1. We reserve all rights, title and interest in and to the Services, including all software, workflows, prompts, configurations, interfaces, designs, documentation, models, know-how, branding, websites, content and all related intellectual property rights.
5.2. Ella is a product of Futureproof. Nothing in these Terms transfers ownership of the Services or our intellectual property to you.
5.3. Subject to these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes only.
5.4. You may not copy, reproduce, modify, create derivative works from, resell, reverse engineer, decompile, scrape, data mine, frame, mirror, republish, extract or otherwise misuse the Services or any part of them, except to the extent expressly permitted by applicable law or by our prior written consent.
5.5. You retain ownership of the data, files, documents, inputs and other content that you or your authorised users upload to or submit through the Services ("Customer Content"). You grant us a non-exclusive, worldwide, limited licence to host, copy, process, transmit, store, analyse and otherwise use Customer Content solely as necessary to provide, secure, support and improve the Services and to comply with our legal obligations.
5.6. You must keep confidential any non-public commercial, technical, business or product information you receive from us, and we will treat your confidential information in the same way using reasonable care.
5.7. Futureproof Tech Ltd and the customer mutually agree that all proprietary or confidential information exchanged between the parties shall be treated as confidential and shall not be disclosed to third parties except where necessary to perform the Services, as required by law, or as otherwise permitted under these Terms. This confidentiality obligation is an integral part of this agreement and no separate NDA is required unless otherwise agreed.
6.1. We care about your privacy and are committed to protecting the information you share with us. Our Privacy Policy applies to personal data processed in connection with the Services.
6.2. While we implement reasonable technical and organisational safeguards, you acknowledge that no online service can be guaranteed to be entirely secure or free from vulnerabilities, and you accept the risks inherent in using internet-based services.
7.1. We will implement and maintain appropriate technical and organisational measures designed to protect personal data processed through the Services against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
7.2. Where we process personal data on your behalf, we will do so in accordance with applicable data protection laws and our Data Processing Addendum where applicable.
7.3. You are responsible for ensuring that you have all necessary rights, consents, notices and lawful bases required to provide Customer Content and personal data to us for processing through the Services.
7.4. You can review our Data Processing Addendum.
8.1. By creating an account on our Service, you agree that we may send you service-related, transactional, legal, operational and administrative communications, including messages relating to your account, invoices, payments, security, product updates and changes to the Services.
8.2. We may also send you marketing communications where permitted by law. You may opt out of marketing communications at any time by using the unsubscribe link or instructions in the message. Opting out of marketing communications does not affect our ability to send service-related or administrative messages.
9.1. We use reasonable endeavours to maintain high availability of the Services, but we do not guarantee uninterrupted or error-free operation, or 100% availability.
9.2. Downtime or performance issues caused directly or indirectly by any of the following events are not attributable to us: (i) force majeure, (ii) faults or failures of the internet or public telecommunications network, (iii) faults or failures of your systems, devices, software or integrations, (iv) acts or omissions of third-party providers, or (v) scheduled maintenance, emergency maintenance, patches, upgrades or security work.
10.1. The licence to use the Services is granted only to you and your authorised users. No other person may use the Services unless authorised by us in writing.
10.2. You may not use the Services in any way that causes, or may cause, damage to Futureproof, Ella, the Services, our infrastructure, our suppliers or other customers, or which may impair the availability, integrity or security of the Services.
10.3. You may not use the Services in any unlawful way or in connection with unlawful, misleading, harmful, infringing, abusive or fraudulent activities.
10.4. You must not upload, submit or transmit through the Services any harmful code, malware, unlawful material or content that you do not have the right to use.
10.5. You are not allowed to conduct load testing, vulnerability scanning, penetration testing or other security testing on the Services without our prior written consent.
10.6. You must not modify, adapt, copy, mirror or otherwise attempt to falsely imply that another service, site or tool is associated with the Services or with Futureproof.
10.7. We reserve the right to restrict, suspend or terminate access to the Services if you breach these Terms, make unfair or unreasonable use of the Services, create legal or security risk, or fail to pay applicable fees.
11.1. Ella includes AI-powered features. You acknowledge that AI-generated outputs may be incomplete, inaccurate, outdated, biased, incorrectly formatted or otherwise unsuitable for your intended purpose.
11.2. You are responsible for reviewing, validating and approving any outputs, recommendations, summaries, classifications, calculations, reports, questionnaires, policies, answers or other content generated through the Services before relying on them or using them in your business.
11.3. The Services do not constitute legal, tax, accounting, audit, assurance, regulatory, sustainability certification, financial or other professional advice. Any information provided through the Services is for general informational purposes only and should not be relied upon as a substitute for advice from appropriately qualified professional advisers.
11.4. You remain solely responsible for: (i) your compliance with all applicable laws, regulations, standards, disclosures and contractual obligations, (ii) the decisions you make based on the Services, and (iii) the use of the Services in your business.
11.5. We do not control and are not responsible for your specific sustainability practices, disclosures, filings, certifications, claims, internal decisions or any content uploaded by you or your users.
12.1. Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.
12.2. Subject to clause 12.1, our total aggregate liability arising out of or in connection with the Services or these Terms, whether in contract, tort, negligence, misrepresentation, restitution or otherwise, shall not exceed the total fees paid by you for the Services in the 12 months immediately preceding the event giving rise to the claim.
12.3. Subject to clause 12.1, we shall not be liable for any indirect, incidental, special, punitive or consequential losses, or for any loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings, loss of data, loss of goodwill, business interruption or wasted management time, even if foreseeable.
12.4. We are only responsible for losses caused by our breach of these Terms to the extent such losses are a direct result of that breach and are not increased by your acts, omissions, reliance on AI outputs without review, misuse of the Services, unlawful conduct, or failure to follow our documentation or reasonable instructions.
13.1. You agree to indemnify and hold harmless FUTUREPROOF TECH LTD, its affiliates, contractors, licensors, directors, officers, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with: (i) your use of the Services, (ii) your breach of these Terms, (iii) your Customer Content, or (iv) your violation of applicable law or the rights of any third party.
14.1. We may suspend or terminate your subscription with immediate effect, without court intervention and without prejudice to any other remedies available to us, if: (i) you fail to pay amounts due, (ii) you commit a repeated, material or serious breach of these Terms, (iii) your use of the Services creates legal, regulatory or security risk, or (iv) you become insolvent, cease trading, enter liquidation, administration, bankruptcy, judicial reorganisation or an analogous process.
14.2. Upon termination, all outstanding amounts owed to us become immediately due and payable.
14.3. On termination or expiry, your right to access and use the Services will end, except to the extent we agree otherwise in writing.
14.4. Following termination or expiry, we may retain Customer Content for a limited period, typically up to 90 days, to allow retrieval where reasonably practicable. After that period, we may delete Customer Content, except to the extent retention is required or justified for backups, legal obligations, security, fraud prevention, dispute resolution, technical constraints or enforcement of our rights.
14.5. We may delete data sooner where continued retention would create legal, contractual, security or operational risk.
15.1. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
15.2. These Terms are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
15.3. No failure or delay by us in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy.
15.4. These Terms, together with any applicable order form, proposal, subscription document, Data Processing Addendum or other written agreement between the parties, form the entire agreement between you and us relating to the Services, except where we expressly agree otherwise in writing.
15.5. We may send you notices and information relating to your account and the Services in electronic form only, including via email or in-product notification.
15.6. If you have any questions or comments concerning the Terms, you are welcome to email us at support@poweredbyfutureproof.com.