Terms of Service

1. Parties & contracting entity

The Service is operated jointly by three group entities. The entity that contracts with you (the “Provider”) is determined by your billing address at checkout:

“You” or “Customer” means the legal person who creates a workspace or whose authorised representative accepts these Terms. “We”, “us”, “our” means the Provider. References to a “User” mean an individual to whom you grant access. The Customer is responsible for the acts and omissions of its Users as if they were its own.

2. Acceptance & account

By creating a workspace, signing in, or clicking “I agree”, you confirm that (a) you have read and accept these Terms, the Privacy Policy, the Acceptable Use Policy and the Data Processing Agreement; (b) you have the authority to bind your organisation; (c) you are at least 18; (d) you will keep your sign-in credentials secure. We may refuse, suspend or terminate any account that we reasonably believe is being used in breach of these Terms.

3. Subscription & licence

Subject to your payment of the applicable fees and your continued compliance with these Terms, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business operations during the subscription term. All rights not expressly granted are reserved.

The Service is licensed, not sold. We retain all rights in the Service, including the underlying software, the database schema, the user interface, the trade marks and the documentation. Any feedback or suggestions you provide may be used by us without restriction.

4. Your Users and Customer Data

“Customer Data” means data that you, your Users or your integrations submit to the Service (engagements, timesheets, invoices, people records, etc.). As between you and us, you own all rights in Customer Data and grant us a worldwide, royalty-free licence to host, copy, transmit, display and process Customer Data solely to provide, secure and improve the Service for you, to fulfil our legal obligations, and to enforce these Terms.

We process Customer Data as a processor on your behalf under the Data Processing Agreement, which forms part of these Terms. You are the controller for personal data you submit. Our sub-processors are listed at /ems/legal/sub-processors/ and we will give at least 30 days’ notice before adding or replacing a sub-processor that has access to Customer Data.

5. Plans, seats and metering

The Service is offered in three plans — Free, Pro and Premium — with the capabilities and limits set out on our Pricing page, which is incorporated into these Terms by reference. A “Seat” means one named individual with active access to your workspace. We measure Seats based on the highest count at any point in a billing period. You are responsible for keeping the Seat count within the limits of your plan; the Service will block additional invitations beyond a plan’s limit and may prompt you to upgrade.

6. Fees, taxes & billing

Fees are denominated in USD by default; EUR and GBP are available at checkout. All fees are exclusive of VAT, GST and other indirect taxes, which are added at the rate applicable to your billing region. Payment is processed by Stripe and charged in advance: monthly subscriptions on the same day each calendar month, annual subscriptions on the anniversary of the term. You authorise us (and Stripe acting on our behalf) to charge your nominated payment method for all applicable fees.

If a payment is not collected when due, we will retry collection for up to 14 days. If it remains uncollected, we may suspend the Service for your workspace and, after a further 14 days, terminate the subscription and downgrade you to Free. Read-only access is preserved during suspension where reasonably possible.

Disputes about a charge must be raised in writing to billing@alsviorglobal.com within 30 days of the invoice date. Amounts not disputed in that period are deemed accepted.

7. Free plan & trials

The Free plan is provided at no charge, indefinitely, subject to the Seat and engagement limits described on the Pricing page. We may change the limits of the Free plan with 30 days’ notice. We may close Free workspaces that have been inactive for more than 12 months, provided we send a notice and a 30-day grace period during which you can export your data.

Paid plans may be offered with a free trial period; the trial converts to a paid subscription unless you cancel before it ends. You may cancel a trial at any time from the billing portal.

8. Changes to prices (SaaS-specific commitment)

We can change the published prices of the Service from time to time. When we do, the following protections apply:

• Existing subscriptions are price-locked for the current term. If you are on a monthly plan, your price is locked for the current month. If you are on an annual plan, your price is locked for the remaining months of the annual term.
• 30 days’ advance notice by email. Any price change applies only from the start of the next renewal term. We will email the Workspace Owner and any Billing Contact at least 30 days before that renewal date, with the new price, the renewal date, and a one-click link to cancel before it takes effect.
• Right to leave without penalty. If you do not accept the new price you may cancel before the renewal date. You will not be charged the new price. Any prepaid annual time you have already paid for runs to completion. We will not pro-rate-refund the unused part of an existing annual term if the price-change is the reason you are leaving.
• Pass-through changes. Where a third-party payment processor, network or tax authority imposes a fee or tax that we are required by law to pass through to you (for example a card-network interchange increase or a new digital-services tax), we may pass that fee through with as much notice as we receive, even within an existing term. We will identify the pass-through fee separately on your invoice.
• Promotional pricing. Any promotional price (founder rate, design-partner rate, lifetime deal) is documented in writing at the time we make it and will be honoured for the period stated in that writing. After that period, the standard price for your plan applies, with the 30-day notice above.

Our intent is simple: we never want you to be surprised by a charge. If a price change reaches you without the notice above, you are entitled to the previous price for the next renewal term, even if we charged the new one in error.

9. Changes to the Service

We continually improve the Service. We may add, modify, deprecate or remove features at our discretion. For changes that materially reduce the core functionality you are paying for on your current plan, we will give 60 days’ notice and, if you do not accept the change, refund any prepaid period after the change takes effect on a pro-rata basis.

Features marked “Beta”, “Preview” or “Experimental” are provided as-is and may be modified or removed without notice. Production-critical workflows should not depend on beta features.

10. Availability and Service Level Agreement

The Service Level Agreement sets out our uptime targets and service credits for the Pro and Premium plans. Free plan tenants receive the Service on a best-effort basis without SLA commitments. Scheduled maintenance is announced at status.alsviorems.com at least 72 hours in advance.

11. AI features — how customer data is used

The Service includes AI-powered features (the “AI Assistant” on Pro and Premium, “AI timesheet auto-fill” on Pro and Premium, and engagement-health narrative on the home dashboard). We use third-party large-language-model providers, currently Anthropic, PBC (Claude). When a User invokes an AI feature:

• Tenant scoping is enforced before any prompt is sent. AI tool calls execute inside the calling User’s tenant and company context. The AI model never sees data from a tenant other than yours.
• Zero retention by the AI provider. We use Anthropic’s zero-retention API tier. Prompts and completions are not persisted by Anthropic and are not used to train any model. The current version of this commitment is reproduced in our AI Transparency Notice.
• No training on Customer Data. We do not use Customer Data to train, fine-tune, evaluate or red-team any model, and we contractually prohibit our AI sub-processors from doing so. If we ever wish to use Customer Data for model improvement, we will obtain explicit, opt-in consent before any such use.
• You choose the model class. Pro tenants get Claude Haiku by default; Premium tenants can elect Opus for harder tasks. You can disable AI features for your workspace at any time from Settings → AI.
• Outputs are suggestions, not advice. AI suggestions are decisions-support tools, not professional financial, legal, accounting or tax advice. You remain responsible for reviewing, approving and acting on AI output.
• AI Act compliance. The Service is not a high-risk AI system within the meaning of Annex III of the EU AI Act. Where Article 50 transparency obligations apply, we comply through this Section 11 and the dedicated AI Notice. We will revisit these commitments if our AI footprint materially changes.

12. Your obligations

You agree that you will, and will ensure your Users will:

• Comply with the Acceptable Use Policy.
• Obtain and maintain all consents and lawful bases required for the personal data you submit to the Service.
• Keep credentials confidential and notify us promptly of any suspected unauthorised access at security@alsviorglobal.com.
• Not attempt to circumvent the multi-tenancy or entitlement controls, reverse-engineer the Service except as permitted by mandatory law, benchmark the Service for the purpose of building a competing product, or resell the Service without our written permission.
• Not use the Service to host, transmit or process highly sensitive regulated data (for example PCI cardholder data, electronic protected health information, classified government information) without first agreeing a written addendum that reflects the controls required for that data class.

13. Termination by you

You may downgrade to Free or cancel a paid subscription at any time from the billing portal. Cancellation takes effect at the end of the current billing period:

• Monthly — you keep paid access until the end of the current month, after which you revert to the Free plan.
• Annual — you keep paid access until the end of the annual term. We do not refund the remaining months unless we have terminated the Service ourselves (see Section 14).
• Free workspaces — can be closed at any time; we offer a one-click data-export before closure.

On cancellation you retain read-only access on Free until you choose to close the workspace. You can request full deletion of personal data at any time under the GDPR.

14. Termination by us · Right to discontinue the Service (SaaS-specific commitment)

We may terminate or suspend a subscription, or discontinue the Service in whole or in part, in the circumstances and on the terms set out below. These provisions reflect the asymmetry of a software-as-a-service relationship: we are not a free-of-charge utility, and we may make commercial decisions about which products to continue, but we owe you notice and a path to take your data with you.

14.1 Termination for breach

We may suspend or terminate your subscription immediately if you (a) breach the Acceptable Use Policy, (b) fail to pay an undisputed invoice and the cure period in Section 6 has expired, (c) become subject to insolvency proceedings, or (d) put us, our other customers, or the Service itself at material risk.

14.2 Termination for convenience by us

We do not reserve the right to terminate a paid subscription mid-term for convenience. If we want to stop offering you a paid plan for any reason that is not in 14.1 above, we will let your current billing period run out and notify you of non-renewal at least 30 days in advance.

14.3 Discontinuing the Service (full sunset)

If we decide to discontinue Alsvior EMS as a product — for commercial reasons, because it is no longer viable, or because the Provider entity is being wound down — the following commitments apply:

• 90 days’ advance notice to every active Workspace Owner and Billing Contact, by email and a banner inside the application. The notice will state the shut-down date, the data-export options, and the refund treatment.
• Working data-export endpoint for the entire wind-down. The /api/export endpoints (engagements, people, timesheets, invoices, opportunities, attachments) will remain available throughout the 90-day notice period and for a further 30 days after shut-down.
• Pro-rata refund. We will refund any prepaid subscription fees covering periods after the shut-down date, on a pro-rata basis, within 30 days of the shut-down date.
• Customer Data deletion. We will delete Customer Data 30 days after the shut-down date, unless you have already deleted it or have asked us to delete it sooner. Backups are purged on the existing 90-day rolling schedule.
• Open-source migration helper, where reasonable. We will make commercially reasonable efforts to publish a self-host migration guide and a one-off open-source import script for at least one comparable PSA, to lower the cost of leaving.

These commitments survive a corporate restructuring or sale of the Provider: a successor entity that continues to operate the Service steps into the same commitments. A successor that does not continue the Service triggers the 90-day shut-down process above.

14.4 Right to stop a specific feature

We may discontinue or deprecate a specific feature without ending the whole Service (for example, retire a legacy integration). For features that are part of the core capability set on your plan (as described on the Pricing page), we will follow the 60-day notice and pro-rata refund mechanism in Section 9. For optional or beta features, no notice is owed.

15. Warranties & disclaimers

We warrant that during the subscription term the Service will perform materially in accordance with the documentation we publish. Your sole remedy for breach of this warranty is the SLA credit mechanism. To the maximum extent permitted by law, all other warranties — whether express, implied or statutory, including fitness for a particular purpose, non-infringement and accuracy — are excluded. We do not warrant that the Service will be uninterrupted or error-free, or that AI suggestions will be correct.

Nothing in these Terms excludes liability that cannot be excluded under the UK Consumer Rights Act 2015, the EU Consumer Rights Directive, the Spanish Texto Refundido de la Ley General para la Defensa de los Consumidores y Usuarios, the Portuguese Lei 24/96, or other mandatory rules of the country in which you are resident as a consumer. The Service is offered to businesses; if you happen to be a consumer, your statutory rights remain unaffected.

16. Indemnities

By us — intellectual property. We will defend you, and pay any damages finally awarded by a competent court or agreed in settlement, in respect of a third-party claim that your authorised use of the Service infringes that third party’s intellectual property rights. If such a claim is reasonably likely, we may at our option modify the Service to avoid infringement, obtain the necessary rights, or terminate the affected subscription and refund the unused portion. This indemnity does not apply to claims arising from (a) Customer Data, (b) use of the Service in combination with non-Alsvior EMS products that cause the infringement, or (c) use outside the scope of these Terms.

By you — Customer Data and acceptable use. You will defend us, and indemnify us against damages finally awarded, in respect of a third-party claim alleging that Customer Data, your use of the Service in breach of the AUP, or your unlawful instruction to us, caused the harm.

Each party’s indemnity obligations are conditional on the indemnified party (i) notifying the indemnifying party promptly in writing, (ii) giving the indemnifying party sole control of the defence and any settlement (no settlement may admit fault without consent), and (iii) providing reasonable cooperation at the indemnifying party’s expense.

17. Limitation of liability

Subject to the carve-outs below, each party’s total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid or payable by you to us under these Terms in the 12 months preceding the event giving rise to the claim. For Free-plan tenants, this cap is GBP 100 (or its EUR / USD equivalent).

Subject to the carve-outs below, neither party is liable for indirect, special, consequential, punitive or exemplary loss; loss of profits, revenue, business, goodwill, anticipated savings or data; or loss arising from interruption to business, however caused.

Carve-outs. The limits above do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay fees due; (d) breach of the Acceptable Use Policy; (e) breach of confidentiality; (f) the indemnities in Section 16; and (g) any liability that cannot be excluded under mandatory consumer-protection law.

18. Confidentiality

Each party may receive non-public information of the other party (the “Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same care it uses for its own confidential information (and no less than a reasonable standard), and will not disclose it except to its personnel and professional advisers under equivalent obligations, or where compelled by law.

19. Force majeure

Neither party is liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control, including acts of God, war, civil unrest, strikes, government action, epidemic, large-scale internet outage, denial-of-service attacks or third-party infrastructure failure. The affected party must use commercially reasonable efforts to mitigate. If the event continues for more than 60 consecutive days, either party may terminate the affected subscription for convenience, and we will refund any prepaid period that was not used due to the event.

20. Export controls & sanctions

You confirm that you are not located in, and will not use the Service from, a country subject to UK, EU, UN or US comprehensive sanctions, and that you are not on a denied-party list. We may immediately suspend or terminate access if continued provision would put us in breach of sanctions law.

21. Publicity

We will not identify you publicly as an EMS customer without your prior written consent (email is enough). You grant us a limited right to display your company name and logo in customer lists once consent is given; consent can be withdrawn at any time.

22. Changes to these Terms

We may amend these Terms from time to time. For amendments that materially affect your rights or obligations (other than price, which is covered by Section 8), we will give 30 days’ notice by email and a banner inside the application. If you do not accept the amendment, you may cancel before it takes effect; you will be charged no further fees and we will refund any prepaid period beyond the amendment date on a pro-rata basis. Continued use after the effective date constitutes acceptance.

23. Entire agreement & order of precedence

These Terms, together with the Privacy Policy, AUP, DPA, SLA, AI Notice and any Order Form executed between you and us, constitute the entire agreement and supersede all prior agreements on the subject matter. In case of conflict, the order of precedence is: (1) a signed Order Form, (2) the DPA, (3) the SLA, (4) these Terms, (5) the AUP, AI Notice, Privacy Policy and any other policy referenced here.

24. Assignment & sub-contracting

You may not assign these Terms without our prior written consent, except to a successor of substantially all of your assets that assumes these Terms in full. We may assign these Terms to a successor of all or substantially all of the Service’s business and assets, provided the successor steps into Sections 14.3 and 14.4 of these Terms.

25. Severability and waiver

If a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, the remaining provisions remain in full force. Our failure to enforce a right is not a waiver of that right.

26. Governing law & jurisdiction

The governing law follows the contracting entity (Section 1):

• UK Provider (Alsvior Global Limited) — English law; courts of England and Wales have exclusive jurisdiction.
• Portuguese Provider (Alsvior Global - Portugal, Lda.) — Portuguese law; courts of Porto have exclusive jurisdiction.
• Spanish Provider (Alsvior Global - Spain, S.L.) — Spanish law; courts of Barcelona have exclusive jurisdiction.

Where mandatory consumer-protection rules of your country of habitual residence apply (Article 6 of Regulation (EU) 593/2008 “Rome I” for EU consumers), those rules continue to apply in your favour. EU consumers may submit disputes to the European Commission ODR platform at ec.europa.eu/consumers/odr; we do not undertake to participate in alternative dispute resolution before a consumer body.

27. Notices and contact

Legal notices to us must be sent to legal@alsviorglobal.com and copied to the registered office of the Provider entity for your region (see Section 1). Notices to you will be sent to the Workspace Owner’s email of record. Operational notices may also be posted as banners inside the Service.

For commercial questions, write to sales@alsviorglobal.com. For support, support@alsviorglobal.com. For privacy, privacy@alsviorglobal.com. For security, security@alsviorglobal.com.