Standard Terms & Conditions

1. Agreement Structure

These Terms apply to all Order Forms. Order Form + These Terms = Complete Agreement.

2. Services

2.1 Platform Services

The Votis Platform (“Services”) provides intelligent implementation automation for business software systems, comprising:

a) Configuration Services

• Template creation and management for system configurations
• AI-powered configuration assistant that guides end users through requirements
• Field mapping and validation for industry and country-specific needs
• Export of validated configurations in implementation-ready formats (JSON, CSV, XML)

2.2 AI-Powered Features

The Services include artificial intelligence capabilities for:

• Conversational interfaces that guide users through complex configurations
• Automatic detection and extraction of configuration fields from documents
• Intelligent validation rule generation based on context
• Smart data transformation and mapping suggestions
• Natural language processing for requirement gathering

2.3 External Customer Interface

We provide secure, shareable links enabling your customers to:

• Access assigned implementation projects without creating accounts
• Complete configuration requirements through guided workflows
• Track progress and receive real-time feedback
• Export completed configurations for import into target systems

2.4 Service Availability

2.4.1 Availability Target

We target 99.5% platform availability measured monthly. This is a target only and not a guaranteed service level.

2.4.2 Planned Maintenance

We may perform planned maintenance with 48 hours advance notice via email. Planned maintenance windows will not exceed 4 hours per month and will typically be scheduled outside UK business hours.

2.4.3 Emergency Maintenance

We reserve the right to perform emergency maintenance without notice to address security issues, critical bugs, or system failures.

2.5 Support Services

2.5.1 Support Levels

Support services are provided as specified in your Order Form or Contract. Different support tiers may include varying response times, communication channels, and service levels.

2.5.2 Standard Support (unless otherwise specified in Order Form)

• Email support via legal@votis.io
• UK business hours (Monday-Friday, 9am-5pm GMT, excluding bank holidays)
• Response within 2 business days for general queries
• Response within 1 business day for system access issues
• Access to online documentation and knowledge base

2.5.3 Enhanced Support (if applicable per Order Form)

All Standard Support features plus:

• Direct access to product team
• 4-hour response SLA during business hours
• Dedicated onboarding assistance
• Quarterly business reviews
• Priority feature requests
• Beta access to new features

2.6 Service Modifications

2.6.1 Modifications

We may modify the Services provided that:

• Core functionality is maintained
• 30 days notice is given for material adverse changes
• Immediate changes may be made for security or legal compliance
• New features may be added at any time

2.7 Limitations and Exclusions

The Services do not include:

• Custom software development or bespoke integrations
• Direct API integration development with third-party systems
• Manual data entry or configuration services
• Legal, tax, or regulatory compliance advice
• Storage of customer data beyond 90 days post-project completion
• Guaranteed uptime or service level agreements (unless separately agreed)
• Support outside of agreed support hours

3. Payment

3.1 Fees

Fees as specified in the Order Form or Contract. All payments processed via Stripe.

3.2 Subscription Pricing

Subscriptions comprise two components:

a) Annual Platform Fee: Fixed fee as specified in Order Form or Contract, covering unlimited users, templates, projects, and standard support.

b) Per-Configuration Usage: Variable fees based on system type and billing cycle as per Section 3.5.

All subscriptions are priced based on estimated annual usage volumes agreed during the sales process and documented in the Order Form or Contract. Actual usage is reconciled quarterly (every 90 calendar days from go-live date) with adjustments applied per Section 3.3.

3.3 Billing

Monthly Contracts:

• Platform fee billed monthly
• Per-configuration usage billed monthly based on estimated usage
• First payment due immediately
• Service activation: On payment receipt or scheduled go-live date (whichever is later)
• Subsequent payments: Automatic monthly billing via Stripe
• Payment method must remain valid; service suspended on payment failure

Annual Contracts:

• Annual platform fee plus estimated annual configuration usage
• Annual discount: Approximately 17% off per-configuration rates compared to monthly billing
• Payment via Stripe (card or invoice)
• Payment due: 30 calendar days from invoice date
• Service activation: On payment receipt or scheduled go-live date (whichever is later)
• Renewals invoiced 60 calendar days before anniversary date, due 30 days before anniversary

Quarterly Reconciliation (from go-live date):

• Overage exceeding 20% of quarterly allocation: Invoiced immediately with Net 30 payment terms
• Overage under 20%: Customer notified, billed at next quarterly review
• Under-usage: Customer notified of remaining allocation

3.4 Go-Live and Onboarding

Target go-live date specified in Order Form. Onboarding period typically 2-4 weeks from Order Form or Contract signature. Invoice issued upon Order Form signature or completion of onboarding (at Votis’s discretion). Service commences on go-live date following payment receipt. Billing is expected to be contract specific for Early Adopters.

3.5 Usage Rates

Per-configuration usage fees are set out in your Order Form or Contract. Contact legal@votis.io for current pricing.

3.6 Late Payment

Service suspension + 4% above Bank of England base rate on overdue amounts.

3.7 VAT

All prices are exclusive of VAT. VAT and any applicable taxes are added in accordance with your billing location. Prices may increase with 30 calendar days notice.

3.8 Annual Discount

Annual contracts receive approximately 17% discount on per-configuration rates compared to monthly billing, plus Year 2 pricing protection for early adopters.

3.9 No Refunds

All subscription fees are non-refundable. Under-usage on annual plans does not result in refunds or credits at contract end.

4. Your Obligations

You shall not: reverse engineer, resell without permission, exceed limits, transmit malware, or use for illegal purposes.

5. Intellectual Property

5.1 Ownership

We own the platform. You own your data.

5.2 Data Usage

We can use anonymized/aggregated data.

5.3 Feedback

Feedback becomes ours to use freely.

6. Data Protection

6.1 Roles

We’re the Processor, you’re the Controller.

6.2 DPA

See separate DPA at votis.io/data-processing-agreement

6.3 Security

TLS 1.3+, AES-256, Cloud Hosting.

6.4 Retention

30-day retention post-termination.

6.5 Updates

Data Processing Agreement is subject to change upon the advice of Security Advisor we are currently consulting with.

7. Liability

7.1 Cap

12 months fees paid.

7.2 Exclusions

No indirect/consequential damages.

7.3 Exceptions

Excludes: death/injury, fraud, data breaches, gross negligence.

8. Confidentiality

Both parties keep confidential info secret for 5 years post-termination.

9. Termination

9.1 Notice

Either party: 30 days notice (monthly) or 60 days (annual).

9.2 Breach

Immediate for material breach not cured within 30 days.

9.3 Data Export

Data available for export for 30 days post-termination.

10. Warranties

10.1 Service Warranty

Service performs substantially as described.

10.2 Disclaimer

OTHERWISE “AS IS” - NO OTHER WARRANTIES.

11. Force Majeure

Neither party liable for delays beyond control (AWS outages, acts of God, etc).

12. General

12.1 Governing Law

England and Wales.

12.2 Third Parties

No third-party rights.

12.3 Entire Agreement

Entire agreement with Order Form or Contract.

12.4 Amendments

Changes require written agreement.

13. Early Adopter Program

13.1 Eligibility

The Early Adopter Program is available to customers who sign an Order Form or Contract during the program period as specified on our website or in writing.

13.2 Obligations

Early Adopters agree to:

• Monthly feedback sessions with the product team
• Act as reference for prospective customers (3x per year maximum)
• Case study participation
• Logo usage in marketing materials

13.3 Benefits

Early Adopters receive:

• 15% discount on all fees (platform and per-configuration usage)
• Priority access to new features and beta releases
• Direct product team access
• Influence on product roadmap

13.4 Program Termination

Early Adopter benefits continue for the duration specified in the Order Form or Contract. Failure to meet obligations may result in reversion to standard pricing at next renewal.

14. Implementation Support

14.1 Scope

We provide implementation support to help you get started with the platform, including:

• Initial requirements gathering and planning
• Configuration of templates and workflows
• User training and documentation
• Go-live support and handover

14.2 Implementation Approach

• Services provided remotely unless otherwise agreed
• Standard implementation: 2-4 weeks depending on complexity
• Agile methodology with regular reviews
• Customer feedback incorporated iteratively

14.3 Customer Responsibilities

Customer must:

• Designate a project sponsor with decision authority
• Provide timely access to systems and data as needed
• Respond to queries within 2 business days
• Participate in scheduled reviews and testing
• Accept or reject deliverables within 5 business days

14.4 Deliverables & Acceptance

• Deliverables deemed accepted if not rejected within 5 business days
• Rejection must specify non-conformities in writing
• We’ll remedy valid non-conformities and resubmit
• After 2 rounds, deliverables accepted if materially conforming

14.5 Timeline & Delays

• Timelines are estimates only, not binding commitments
• Delays caused by Customer extend timeline accordingly
• We’ll notify of any anticipated delays promptly
• No liability for delayed implementation

14.6 Limitations

• No warranty on business outcomes or ROI
• Customer retains responsibility for business decisions
• We don’t guarantee compatibility with all systems
• Implementation advice is not legal/tax/regulatory guidance

15. Insurance

15.1 Coverage

We maintain comprehensive business insurance including:

• Professional Indemnity Insurance (including technologies errors and omissions)
• Public and Product Liability Insurance
• Employers Liability Insurance
• Cyber Security Liability Insurance with industry-standard coverage including:
  • Data breach response and notification
  • Business interruption coverage
  • Network security liability
  • Regulatory defence support

15.2 Insurance Details

Insurance provided by leading specialist underwriters. Certificates of insurance available upon request for prospects and customers under NDA.