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Terms of Service

Last Updated: December 15, 2025

1. Acceptance of Terms

By accessing and using the services provided by ITForge Ltd ("Company", "we", "us", or "our"), including our cloud-based SaaS platforms, APIs, and related services, you accept and agree to be bound by these Terms of Service. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of SaaS Services

ITForge Ltd provides enterprise-grade Software as a Service (SaaS) solutions and custom software development services, including but not limited to:

• E-Commerce & ERP Systems: Cloud-native e-commerce platforms, inventory management, and enterprise resource planning solutions
• Payment Gateway Integration: PCI-DSS compliant payment processing systems with multi-gateway orchestration
• Audio/Video Streaming: Low-latency streaming infrastructure for live and on-demand content delivery
• Mobile Applications: Native iOS and Android applications with offline-first architecture
• Medical Billing & Healthcare: HIPAA-compliant healthcare software and medical billing platforms
• AI/ML & Intelligent Systems: Machine learning models, predictive analytics, and computer vision solutions
• Booking & Reservation Platforms: Real-time booking systems with dynamic pricing and availability management
• Infrastructure & DevOps: Cloud infrastructure management, CI/CD pipelines, and monitoring solutions
• Custom SaaS Development: Bespoke cloud-native applications and consulting services

3. SaaS Subscription and Account Terms

3.1 Eligibility and Account Creation

You must be at least 18 years old and have the legal capacity to enter into contracts to use our services. By creating an account, you represent and warrant that:

• You meet these eligibility requirements
• All information you provide is accurate, current, and complete
• You will maintain and promptly update your account information
• You are authorized to bind your organization to these Terms (if applicable)

3.2 Account Security

You are responsible for maintaining the security of your account credentials. You agree to:

• Use strong passwords and enable multi-factor authentication (MFA) when available
• Keep your login credentials confidential and not share them with others
• Accept responsibility for all activities that occur under your account
• Notify us immediately at security@itforge.uk of any unauthorized access or security breach
• Comply with all security policies and best practices we communicate

3.3 Subscription Plans and Service Levels

Our SaaS services are offered through various subscription plans with different features, usage limits, and service level agreements (SLAs):

• Subscription details, pricing, and features are specified in your service agreement or order form
• We guarantee 99.9% uptime SLA for enterprise plans (excluding scheduled maintenance)
• Service levels and support response times vary by subscription tier
• You may upgrade or downgrade your subscription subject to our upgrade/downgrade policies

4. Acceptable Use Policy

4.1 Permitted Use

You may use our SaaS services only for lawful business purposes and in accordance with these Terms. Your use must comply with all applicable laws, regulations, and industry standards.

4.2 Prohibited Activities

You agree not to:

• Use our services for any illegal, fraudulent, or unauthorized purpose
• Violate any laws, regulations, or third-party rights (including intellectual property rights)
• Transmit any harmful, offensive, defamatory, or objectionable content
• Upload or distribute malware, viruses, or malicious code
• Interfere with or disrupt our services, servers, or networks
• Attempt to gain unauthorized access to our systems, accounts, or data
• Use automated systems (bots, scrapers) to access our services without permission
• Reverse engineer, decompile, or disassemble our software or platform
• Circumvent security features, access controls, or usage limits
• Impersonate any person or entity, or misrepresent your affiliation
• Collect or harvest information about other users without consent
• Use our services to send spam, unsolicited communications, or phishing attempts
• Resell, sublicense, or redistribute our services without written authorization
• Use our services in a manner that exceeds reasonable usage limits or degrades service for others

4.3 Usage Limits and Fair Use

Your subscription includes specific usage limits (e.g., API calls, storage, bandwidth). Excessive usage beyond fair use thresholds may result in:

• Automatic throttling or rate limiting
• Additional charges for overage as specified in your service agreement
• Requirement to upgrade to a higher-tier subscription
• Temporary suspension of service until usage normalizes

5. Service Level Agreements and Availability

5.1 Uptime Guarantee

We guarantee 99.9% uptime for our enterprise SaaS services, calculated monthly and excluding:

• Scheduled maintenance windows (announced 7 days in advance)
• Emergency security patches and critical updates
• Downtime caused by factors beyond our reasonable control (force majeure)
• Issues arising from your misuse or violation of these Terms

5.2 Service Credits

If we fail to meet our uptime SLA, you may be eligible for service credits as specified in your service agreement. Service credit requests must be submitted within 30 days of the incident.

5.3 Modifications and Maintenance

We reserve the right to:

• Modify, update, or enhance our services to improve functionality, security, and performance
• Perform scheduled maintenance during designated maintenance windows
• Implement emergency changes to address security vulnerabilities or critical issues
• Deprecate features with reasonable notice (typically 90 days)

We will provide advance notice of material changes that negatively impact functionality, except for emergency security updates.

6. Data and Intellectual Property Rights

6.1 Your Data and Content

You retain all ownership rights to data and content you upload, store, or process through our SaaS services ("Customer Data"). You grant us a limited license to:

• Host, store, and process Customer Data to provide our services
• Create backups and ensure data redundancy for disaster recovery
• Generate anonymized, aggregated analytics for service improvement
• Comply with legal obligations and respond to lawful requests

Important: You are responsible for ensuring you have the necessary rights and permissions to upload and process Customer Data through our services.

6.2 Our Intellectual Property

All content, features, and functionality of our SaaS platform, including but not limited to:

• Software, source code, APIs, and algorithms
• User interfaces, designs, and visual elements
• Documentation, guides, and training materials
• Logos, trademarks, and brand assets
• Platform architecture and infrastructure design

are owned by ITForge Ltd or our licensors and protected by intellectual property laws. These Terms do not grant you any ownership rights to our intellectual property.

6.3 License to Use Our Services

Subject to your compliance with these Terms and payment of applicable fees, we grant you a:

• Non-exclusive, non-transferable, revocable license to access and use our SaaS services
• License limited to the subscription tier and usage limits in your service agreement
• License that terminates upon expiration or termination of your subscription

6.4 Custom Development Work

For custom development projects, intellectual property ownership will be specified in individual project agreements. Unless otherwise agreed in writing:

• We retain ownership of pre-existing intellectual property, tools, and frameworks
• Custom-developed deliverables are licensed to you upon full payment
• We retain the right to reuse general knowledge, methodologies, and reusable components

7. Payment Terms and Billing

7.1 Subscription Fees

SaaS subscription fees are charged in advance on a recurring basis (monthly, annually, or as specified in your service agreement). Fees are:

• Quoted in British Pounds (GBP), US Dollars (USD), or Euros (EUR) as applicable
• Exclusive of applicable taxes, which will be added to your invoice
• Subject to change with 30 days' notice for renewals
• Non-refundable except as required by law or specified in your service agreement

7.2 Payment Methods and Processing

We accept payment via:

• Major credit cards (Visa, MasterCard, American Express)
• Direct debit and ACH transfers (for enterprise accounts)
• Wire transfers and purchase orders (minimum annual commitment required)

Payment processing is handled by PCI-DSS compliant third-party payment processors. We do not store complete credit card information on our servers.

7.3 Billing and Invoicing

• Invoices are sent via email to your billing contact
• Payment is due within 30 days of invoice date (net 30) unless otherwise specified
• Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law
• We reserve the right to suspend services for accounts with overdue invoices

7.4 Refunds and Cancellations

• Subscription fees are generally non-refundable
• You may cancel your subscription at any time through your account settings
• Cancellations take effect at the end of your current billing period
• No refunds are provided for partial billing periods
• Custom development projects may have specific refund terms in individual agreements
• Enterprise agreements may have different cancellation terms specified in the service agreement

7.5 Free Trials and Promotional Offers

Free trials and promotional offers are subject to additional terms:

• Free trials are limited to one per customer unless otherwise specified
• Payment information may be required for trial activation
• Trials automatically convert to paid subscriptions unless cancelled before the trial period ends
• Promotional pricing applies for the specified period, after which standard rates apply
• We reserve the right to modify or discontinue trials and promotions at any time

8. Data Protection and Privacy

8.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to our data practices as described in the Privacy Policy.

8.2 Data Processing Agreement

For services where we process personal data on your behalf, we act as a data processor. Our Data Processing Agreement (DPA) governs this relationship and includes:

• GDPR-compliant processing terms and Standard Contractual Clauses
• Security measures and incident response procedures
• Subprocessor disclosures and data transfer mechanisms
• Data subject rights and assistance obligations

Enterprise customers can request a copy of our DPA at privacy@itforge.uk.

8.3 Data Location and Residency

Your data is stored in secure data centers located in:

• Primary: United Kingdom and European Union
• Redundant: United States, Canada, and Australia (for disaster recovery)

You may specify your preferred data residency region at account setup, subject to availability for your subscription tier.

8.4 Data Security

We implement enterprise-grade security measures including encryption (TLS 1.3, AES-256), access controls, security monitoring, and regular audits. However, you acknowledge that no system is completely secure, and you use our services at your own risk.

9. Confidentiality

Both parties agree to maintain confidentiality of proprietary and confidential information disclosed during the course of our business relationship, including:

• Business strategies, financial information, and trade secrets
• Technical information, source code, and system architecture
• Customer data, user information, and analytics
• Pricing, contracts, and commercial terms

This obligation survives termination of services for a period of 5 years, except for trade secrets which remain confidential indefinitely.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• Services will be performed with professional care, skill, and industry best practices
• Our SaaS platform will substantially conform to published documentation and specifications
• We have the right to provide the services and will not infringe third-party intellectual property rights
• We maintain appropriate security measures and compliance certifications (SOC 2, ISO 27001)

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR YOUR SERVICE AGREEMENT:

• SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND
• WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WE DO NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR SECURE SERVICE
• WE DO NOT GUARANTEE SPECIFIC RESULTS, OUTCOMES, OR BUSINESS PERFORMANCE
• WE ARE NOT RESPONSIBLE FOR THIRD-PARTY INTEGRATIONS, SERVICES, OR CONTENT

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 Exclusion of Consequential Damages

IN NO EVENT SHALL ITFORGE LTD BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• BUSINESS INTERRUPTION OR SYSTEM DOWNTIME
• COST OF SUBSTITUTE SERVICES OR TECHNOLOGY
• LOSS OF GOODWILL OR REPUTATION

REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM, OR
• £1,000 GBP (or equivalent in your billing currency)

11.3 Exceptions to Limitations

The limitations in this section do not apply to:

• Our indemnification obligations under Section 12
• Our obligations for data breaches caused by our gross negligence or willful misconduct
• Damages arising from fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless ITForge Ltd, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of our services
• Your violation of these Terms or applicable laws
• Your violation of any third-party rights (including intellectual property or privacy rights)
• Customer Data you provide, upload, or process through our services
• Your negligence or willful misconduct

12.2 Our Indemnification

We will indemnify, defend, and hold you harmless from third-party claims alleging that our SaaS services infringe that party's intellectual property rights, provided that:

• You promptly notify us in writing of the claim
• You grant us sole control of the defense and settlement
• You reasonably cooperate in the defense

If our services are found to infringe, we may, at our option: (1) obtain a license for continued use, (2) modify the services to be non-infringing, or (3) terminate the services and refund prepaid fees for the unused portion.

13. Term, Termination, and Suspension

13.1 Term

These Terms remain in effect while you use our services. Your subscription term is specified in your service agreement.

13.2 Termination by You

You may terminate your subscription at any time through your account settings or by contacting support. Termination takes effect at the end of your current billing period. No refunds are provided for early termination.

13.3 Termination by Us

We may terminate or suspend your access to our services immediately, without prior notice, for:

• Breach of these Terms or violation of our Acceptable Use Policy
• Non-payment of fees (after 30 days past due)
• Fraudulent, illegal, or abusive activity
• Security threats or vulnerabilities originating from your account
• Excessive usage that degrades service for other customers
• At our sole discretion with 30 days' notice for convenience

13.4 Effect of Termination

Upon termination:

• Your right to access and use our services ceases immediately
• You remain liable for all outstanding fees and charges
• We will retain your data for 30 days to allow for export and retrieval
• After 30 days, we may permanently delete your account and data
• You must cease using our intellectual property, including APIs and documentation
• Provisions that by their nature should survive (confidentiality, warranties, limitations of liability, dispute resolution) will continue to apply

13.5 Data Export

You may export your Customer Data at any time through our data export tools. Upon termination, you have 30 days to export your data before it is permanently deleted. We are not responsible for data loss if you fail to export within this period.

14. Third-Party Services and Integrations

Our SaaS platform may integrate with or rely on third-party services, APIs, and platforms (e.g., payment processors, cloud infrastructure, analytics tools). You acknowledge that:

• We are not responsible for the availability, accuracy, security, or content of third-party services
• Your use of third-party services is subject to their respective terms and policies
• We do not endorse or guarantee third-party services integrated with our platform
• Third-party service disruptions may affect our services
• You grant us necessary permissions to facilitate integrations you authorize
• We may discontinue support for third-party integrations with reasonable notice

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

15.2 Jurisdiction

Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of England and Wales. However, we may seek injunctive relief in any jurisdiction to protect our intellectual property or confidential information.

15.3 Informal Dispute Resolution

In the event of a dispute, parties agree to first attempt to resolve the matter through good-faith negotiation for a period of 30 days before pursuing formal legal action.

15.4 Arbitration (Optional for Enterprise Customers)

Enterprise customers may opt for binding arbitration administered by the London Court of International Arbitration (LCIA) under its rules. Arbitration shall be conducted in London, UK, in English, by a single arbitrator agreed upon by both parties.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God (natural disasters, earthquakes, floods, fires)
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Strikes, labor disputes, or supply chain disruptions
• Internet outages, telecommunications failures, or power outages
• Cyberattacks, DDoS attacks, or other security incidents not caused by our negligence
• Third-party service provider failures (cloud infrastructure, network carriers)

The affected party will provide prompt notice and use reasonable efforts to resume performance. If the force majeure event continues for more than 30 days, either party may terminate the affected services.

17. Export Compliance

Our services and technology may be subject to export control laws and regulations. You agree to:

• Comply with all applicable export laws, including UK, EU, and US regulations
• Not export or re-export our services to prohibited countries or sanctioned entities
• Not use our services for prohibited end-uses (e.g., nuclear, chemical, or biological weapons)
• Obtain necessary export licenses if required

You represent that you are not located in, under the control of, or a national of any country subject to comprehensive sanctions.

18. General Provisions

18.1 Entire Agreement

These Terms, together with your service agreement, order forms, and our Privacy Policy, constitute the entire agreement between you and ITForge Ltd regarding our services and supersede all prior agreements and understandings.

18.2 Amendments and Modifications

We reserve the right to modify these Terms at any time. Material changes will be notified by:

• Updating the "Last Updated" date at the top of this document
• Sending email notification to your registered email address
• Displaying a prominent notice on our platform

Your continued use of our services after notification constitutes acceptance of the modified Terms. If you do not agree, you must terminate your subscription.

18.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

18.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless in writing and signed by an authorized representative.

18.5 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

18.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship.

18.7 Notices

Notices to us should be sent to legal@itforge.uk or the address below. We may provide notices to you via:

• Email to your registered email address
• In-app notifications or dashboard alerts
• Posting on our website or status page

Notices are deemed received when sent via email or posted on our platform.

18.8 Language

These Terms are provided in English. Any translations are for convenience only. In case of conflict, the English version prevails.

18.9 Survival

Sections that by their nature should survive termination will continue to apply, including: Intellectual Property Rights, Payment Terms, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution.

19. Contact Information

For questions about these Terms of Service, please contact us:

ITForge Ltd is committed to providing enterprise-grade SaaS solutions with transparent terms and exceptional service. These Terms of Service reflect our commitment to building trusted, long-term relationships with our customers.

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