These Terms of Service (“Terms”) govern access to and use of the Integrate Path ERP System (“Service”) provided by Integrate Path Ltd (“Supplier”). By using the Service, Customer agrees to comply with all terms, policies, and operational requirements disclosed during onboarding and throughout the Customer’s use of the Service.

1. Eligibility and Onboarding

1.1 Eligibility

Access to the Service is restricted to organisations that successfully complete Supplier’s onboarding process. Eligibility assessment may include, but is not limited to:

• Verifying Customer identity, legal status, and operational legitimacy
• Assessing sector suitability (e.g., finance, healthcare, retail, etc.)
• Ensuring technical compatibility with the Service
• Evaluating compliance obligations relating to data handling and regulatory requirements

Supplier may reject onboarding requests based on internal risk assessments, regulatory concerns, operational constraints, or strategic considerations. Supplier is under no obligation to disclose the reasons for rejection.

1.2 Manual Onboarding Requirement

All onboarding activities are manually conducted by Supplier personnel to maintain compliance and security standards. The following requirements apply:

• Automated sign-up or self-service registration is strictly prohibited.
• Supplier may request supporting documents such as incorporation certificates, proof of sector accreditation, compliance certificates, or operational process descriptions.
• Supplier may request interviews or discovery sessions to validate use cases and ensure alignment with system capabilities.

Failure to provide required information may delay or prevent onboarding approval.

1.3 Onboarding Completion

Onboarding is considered complete only when:

• Customer information has been verified
• Sector alignment has been confirmed
• Intended use cases do not conflict with Supplier’s acceptable use, ethics, or regulatory standards
• Supplier has activated Customer’s workspace

Supplier may revoke access or modify Customer’s tier if onboarding information is later found to be inaccurate, fraudulent, or incomplete.

2. Scope of Service

2.1 ERP Modules

The Service provides modular ERP functionality. Modules made available depend on the Customer’s subscription tier and may include:

• Accounting & Finance: ledger management, invoicing, payments, expense tracking
• Human Resources: employee records, absence management, payroll integrations
• CRM: sales pipelines, customer management, communications logging
• Inventory & Operations: stock management, supply chain workflows, procurement
• Project Management: tasking, milestones, time tracking, resource planning

Supplier may introduce new modules or retire legacy functionality with reasonable notice.

2.2 Add-ons and Premium Features

Add-ons extend the ERP system’s capabilities and may include advanced analytics, API access, automation workflows, and sector-specific features. Additional details:

• Add-ons may be activated or removed instantly through the Service interface.
• Pricing and billing updates apply automatically based on usage or subscription changes.
• Some Add-ons may require approval for activation if they involve elevated security, advanced permissions, or compliance-sensitive workflows.
• Removal of Add-ons may result in loss of associated data or functionality, which Customer is responsible for managing or exporting prior to removal.

2.3 Usage Caps and Workspace Limits

Depending on tier, usage may be capped for:

• Number of users
• Number of workspaces
• API requests or automation triggers
• Data storage capacity (e.g., file storage, database entries)
• Concurrent sessions or workflow executions

Exceeding limits may result in:

• Temporary feature restrictions
• Automated prompts to upgrade
• Throttling of performance-intensive operations

Supplier may adjust usage thresholds as part of service optimisations or plan updates.

2.4 Custom Domain Setup

Customers may request a custom domain to reflect their organisation’s branding. Details include:

• Customer must supply DNS access or required TXT/CNAME/A records.
• Supplier may charge a one-time setup fee and require a premium support tier.
• Supplier does not control DNS propagation times, domain registrar behaviour, SSL renewal delays, or misconfigurations caused by the Customer.
• SSL certificates may be auto-managed by Supplier or require Customer involvement depending on configuration.
• Custom domains may have extended SLAs for troubleshooting.

2.5 Workspace Ownership and Admin Rights

The Workspace Owner has elevated privileges and is responsible for:

• Managing user roles, invitations, and removals
• Overseeing billing, subscription changes, and payment methods
• Approving data exports and integrations
• Ensuring compliance with internal governance standards

Supplier will rely on instructions from the Workspace Owner unless a written notification is provided identifying a new authorised representative. Supplier may request identity verification before making administrative changes.

2.6 Third-Party Integrations

Customer may integrate the Service with external systems including payment gateways, CRMs, accounting tools, or communication platforms. Additional conditions:

• Supplier does not control or guarantee third-party system availability.
• Supplier is not liable for errors, data discrepancies, deletion, corruption, or interruptions caused by third-party systems.
• Integrations may be subject to additional terms imposed by the third-party provider.
• Data transmitted through integrations is done so at Customer’s own risk, and the Customer must ensure compliance with applicable laws (e.g., GDPR, PCI DSS).

2.7 Acceptable Use

Customer must use the Service responsibly and lawfully. Prohibited behaviours include:

• Hosting harmful, illegal, or misleading content
• Conducting financial fraud or data manipulation
• Attempting to bypass system security, including rate limits or access controls
• Overloading system resources through abusive workflows or API misuse
• Sharing access credentials or allowing unauthorised use

Supplier may suspend access immediately upon detecting malicious activity, with or without prior notice.

3. Pricing and Payment Terms

3.1 Pricing Disclosure

Pricing is determined based on Customer tier, sector, onboarding complexity, and support requirements. Pricing proposals may vary depending on:

• Data residency needs
• Processing volume
• Custom configuration or integrations
• Required SLAs or regulatory compliance standards

Supplier may introduce new pricing categories or restructure existing tiers with appropriate notice.

3.2 Premium Feature Fees

Premium features may incur additional fees based on:

• One-time setup charges
• Monthly or annual recurring fees
• Extra storage or bandwidth requirements
• Enhanced encryption or dedicated infrastructure

White-label portals, advanced domain configurations, and compliance-grade modules may require dedicated support contracts.

3.3 Billing and Invoicing

Invoices:

• Are sent electronically
• Must be paid within the timeframe displayed (typically 7–30 days)
• Must be settled through accepted payment methods (card, direct debit, bank transfer, etc.)

Supplier reserves the right to charge interest or late fees as permitted by law.

3.4 Late Payments and Read-Only Mode

If payment fails:

1. The system attempts to charge the saved payment method three times.
2. If unsuccessful, all workspaces associated with the Customer transition into read-only mode.
3. Access to premium modules, Add-ons, automations, and integrations is suspended.
4. Data remains visible but cannot be edited or exported (unless legally required).

Normal functionality resumes automatically upon successful payment.

3.5 Price Adjustments

Supplier may adjust pricing due to:

• Inflation, increased operational costs
• Sector-specific regulatory changes
• New feature releases
• Changes in service scope

Customers will receive 30 days’ written notice before renewal at the new rate.

3.6 Free Plan Logic

The Service does not include a free usage tier. Read-only mode is strictly a non-payment safeguard, not a functional free tier.

4. Agreement Acceptance and Audit Trail

4.1 Acceptance Logging

The system captures digital acceptance including:

• IP address
• Timestamp
• Device identifiers
• User ID and onboarding metadata
• Version of the Terms accepted

These records are maintained for compliance and dispute resolution.

4.2 Amendment Acceptance

Supplier may amend these Terms at any time. Notification may be delivered by:

• System pop-ups
• Email
• In-app announcements
• Updated onboarding prompts

Continued use of the Service constitutes acceptance of amendments.

5. Service Levels and Support

5.1 Uptime Guarantee

Supplier aims for 99.5% uptime monthly across all workspaces. This excludes:

• Scheduled maintenance
• Force majeure events
• Issues caused by third-party providers or Customer environment

5.2 Support Hours

Support is available:

• Monday to Friday
• 9:00 AM to 5:00 PM GMT
• Excluding UK public holidays

Extended support tiers may be purchased.

5.3 Response Times

Supplier categorises issues as:

• Critical: full system outage, data corruption
• Major: module downtime, severe performance issues
• Minor: general troubleshooting, cosmetic defects

Response times represent the time to acknowledge the issue, not the time to resolve it.

5.4 Maintenance and Updates

Supplier may perform:

• Security patching
• Database optimisation
• Feature upgrades
• Infrastructure migrations

Where possible, maintenance is conducted during low-traffic periods, with advance notice provided.

6. Data Protection and GDPR Compliance

6.1 Data Processing Role

Supplier acts as a data processor and will:

• Process data only per Customer’s instructions
• Provide necessary documentation to support Customer compliance
• Support data subject rights where feasible

6.2 Security Measures

Supplier implements layered security including:

• Encryption at rest and in transit
• Role-based access controls
• Penetration testing and vulnerability scans
• Disaster recovery and business continuity planning

6.3 Breach Notification

In the event of a breach:

• Supplier will notify Customer within 72 hours
• Supplier will provide a description of the breach, risk assessment, and mitigation steps
• Supplier may temporarily suspend features to contain the breach

6.4 Customer Responsibilities

Customer must:

• Ensure lawful basis for data processing
• Ensure data accuracy and integrity
• Maintain internal security protocols for employee permissions
• Notify Supplier immediately of suspected misuse or unauthorised access

7. Intellectual Property

7.1 ERP System Ownership

Supplier retains all IP rights including:

• Source code
• System architecture
• Interface designs
• Proprietary algorithms
• Trademarks and brand assets

Customer receives a limited, non-transferable licence to use the Service.

7.2 Customer Data Ownership

Customer retains full ownership of all uploaded or generated data. Supplier only processes data for operational purposes.

7.3 Restrictions

Customer is prohibited from:

• Reverse-engineering or decompiling the system
• Circumventing payment or access controls
• White-labelling without explicit approval
• Creating derivative products using Supplier IP

8. Termination and Data Export

8.1 Termination for Breach

Either party may terminate for material breach after providing 30 days’ written notice unless the breach is resolved.

8.2 Immediate Termination

Supplier may terminate or suspend access if:

• Customer uses the Service for illegal or fraudulent purposes
• Customer creates a security threat
• Customer repeatedly violates Acceptable Use
• Regulatory requirements necessitate immediate action

Non-payment does not result in termination unless explicitly requested by Customer.

8.3 Data Export Window

Upon termination:

• Customer has 30 days to export data
• Supplier may assist with export at additional cost
• After 30 days, Supplier may delete data in line with its retention policy

8.4 Outstanding Fees

Customer must settle all outstanding amounts before:

• Account closure
• Data export
• Transfer of workspace ownership

9. Confidentiality

9.1 Confidential Information

Both parties agree to:

• Protect confidential information using reasonable security measures
• Use it solely for the purpose of delivering or receiving the Service
• Not disclose it unless legally required or explicitly permitted

9.2 Return or Destruction

Upon request or termination:

• Each party must return or destroy confidential information
• Exceptions apply where legal retention is required (e.g., financial records)

10. Liability Limitations

10.1 Cap on Liability

Supplier’s total liability is capped at the amount paid by Customer during the preceding 12 months.

10.2 Exclusions

Supplier is not liable for:

• Loss of revenue, profits, or business
• Data loss caused by Customer actions, integrations, or configuration errors
• Indirect or consequential damages
• Third-party service outages

10.3 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including:

• Natural disasters
• Cyberattacks
• Infrastructure outages
• Government actions

11. Governing Law and Jurisdiction

11.1 Governing Law

These Terms are governed by the laws of England and Wales.

11.2 Jurisdiction

Disputes will be resolved exclusively in the courts of England and Wales.

12. General Provisions

12.1 Entire Agreement

These Terms, Privacy Policy, and any Supplemental Agreements constitute the full agreement.

12.2 Severability

Invalid provisions do not affect remaining sections.

12.3 Assignment

Customer may not assign rights or obligations without prior written consent. Supplier may assign rights as part of:

• Corporate restructuring
• Sale of business
• Internal operations

12.4 Waiver

Failure or delay to enforce any provision does not constitute a waiver. A waiver must be:

• Explicit
• In writing
• Signed by the waiving party

No partial exercise of rights prevents further enforcement.