AXIOMETRA LIMITED
SaaS Inventory Management Platform
Effective Date: 1 July 2025
IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service constitute a legally binding agreement between you (the Client) and Axiometra Limited. By registering for, accessing, or using the Axiometra platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.
1. Definitions and Interpretation
1.1 In these Terms, the following expressions have the following meanings:
“Agreement” means these Terms of Service together with any Order Form, Schedule, or Supplementary Agreement entered into between the Parties.
“Axiometra” means Axiometra Limited, a company incorporated in Scotland.
“Client” means the individual, company, or other legal entity that subscribes to and uses the Service.
“Client Data” means all data, information, and content uploaded, inputted, or generated by the Client through use of the Service.
“Commencement Date” means the date on which the Client’s subscription is activated, as recorded in the Client’s initial invoice or Order Form.
“Confidential Information” means any information of a confidential nature disclosed by either Party to the other, whether orally or in writing, that is designated as confidential or that ought reasonably to be understood to be confidential.
“Fees” means the subscription charges payable by the Client as set out in the applicable Order Form or pricing page, processed via Stripe.
“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered.
“Order Form” means the online or written form completed by the Client specifying the subscription plan, billing frequency, and number of licensed users.
“Parties” means Axiometra and the Client collectively; and ‘Party’ means either of them.
“Personal Data” means has the meaning given in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
“Permitted Users” means the named individuals authorised by the Client to access and use the Service under the Client’s subscription.
“Service” means the Axiometra cloud-based SaaS inventory management platform, including all related software, updates, APIs, and documentation made available by Axiometra.
“Stripe” means Stripe, Inc. (or its relevant affiliate), the third-party payment processor used by Axiometra to collect subscription Fees.
“Subscription Plan” means the monthly or annual billing plan selected by the Client, as detailed on the Order Form.
“System” means the Axiometra software platform and associated infrastructure.
1.2 In these Terms: (a) references to ‘writing’ include email; (b) the singular includes the plural and vice versa; (c) headings are for convenience only and do not affect interpretation; (d) references to statutes include any amendments or re-enactments thereof.
2. Acceptance and Term
2.1 These Terms are accepted by the Client upon the earliest of: (a) clicking ‘I Agree’ or a similar acceptance mechanism; (b) completing an Order Form; or (c) accessing or using the Service. Acceptance constitutes a legally binding agreement.
2.2 The Agreement commences on the Commencement Date and continues unless terminated in accordance with Section 14 (Termination).
2.3 Axiometra reserves the right to update these Terms at any time. Clients will be notified of material changes via email and/or an in-application notice at least 14 days before the changes take effect. Continued use of the Service after the effective date of any update constitutes acceptance of the revised Terms. If the Client does not accept the revised Terms, their sole remedy is to cancel their subscription before the changes take effect.
3. Subscription Plans and Access
3.1 Axiometra offers the following Subscription Plan billing frequencies:
- Monthly Subscription: billed monthly in advance on a rolling basis.
- Annual Subscription: billed annually in advance; a discounted rate may apply as advertised on the Axiometra pricing page at the time of purchase.
3.2 The applicable Fees, included features, and number of Permitted Users are set out in the Order Form or the Axiometra pricing page in effect at the time of the Client’s order.
3.3 The Client may upgrade or downgrade their Subscription Plan at any time. Upgrades take effect immediately; the Client will be charged a pro-rated amount for the remainder of the current billing period. Downgrades take effect at the start of the next billing cycle.
3.4 The Service and all Content may only be accessed and used during the period that the Agreement is in force. The Client has no right to access the Service outside of the Agreement.
3.5 The Client shall not: (a) sub-license, resell, or transfer access to the Service to any third party; (b) allow more individuals to access the Service than the number of Permitted Users on the active Subscription Plan; (c) use the Service to build a competing product or service; or (d) reverse-engineer, decompile, or disassemble the Service.
4. Payment, Billing, and Stripe
4.1 All Fees are payable in Pounds Sterling (GBP) unless otherwise stated on the Order Form. Axiometra reserves the right to offer pricing in other currencies at its discretion.
4.2 Payments are processed exclusively through Stripe, a third-party payment service provider. By subscribing to the Service, the Client acknowledges and agrees to Stripe’s Terms of Service (available at stripe.com/terms) and Privacy Policy. Axiometra does not store or have direct access to the Client’s full payment card details; all payment data is handled and encrypted by Stripe in compliance with PCI-DSS standards.
4.3 Monthly Subscriptions: Fees are charged on a recurring monthly basis on the same calendar date as the Commencement Date (the ‘Billing Date’). If the Billing Date falls on a non-business day, the charge will be applied on the next business day.
4.4 Annual Subscriptions: The full annual Fee is charged on the Commencement Date and on each anniversary thereof.
4.5 The Client authorises Axiometra (via Stripe) to charge the Client’s nominated payment method automatically on each Billing Date for the applicable Fees. It is the Client’s responsibility to ensure that a valid payment method is on file at all times.
4.6 Failed Payments: If a payment fails, Axiometra (via Stripe) will attempt to re-process the charge up to three (3) times over a period of seven (7) days. If payment remains unsuccessful after three attempts, Axiometra will notify the Client by email. If the outstanding Fees are not settled within 14 days of the original Billing Date, Axiometra reserves the right to suspend access to the Service without further notice. If Fees remain unpaid for 28 days from the original Billing Date, Axiometra may terminate the Agreement and delete the Client’s account. Section 14.5 sets out data deletion provisions.
4.7 Any bank charges, card processing fees, or currency conversion costs incurred due to a failed or returned payment may be passed on to the Client.
4.8 Stripe Disputes and Chargebacks: The Client agrees not to raise a chargeback or payment dispute without first contacting Axiometra at contact@axiometra.com to resolve the matter in good faith. Axiometra reserves the right to recover its reasonable costs (including Stripe’s chargeback fees) in the event of an unjustified chargeback.
4.9 Tax: All Fees are exclusive of Value Added Tax (VAT) or any other applicable taxes, which shall be added at the applicable rate and charged to the Client. The Client is responsible for any taxes imposed on them by their jurisdiction.
4.10 Price Changes: Axiometra may adjust its subscription prices annually in line with inflation (RPI or CPI, whichever is higher) or to reflect material changes in cost. Axiometra will provide at least 30 days’ prior written notice of any price increase. Continued use of the Service after the price change takes effect constitutes acceptance of the new price.
5. Refund Policy
5.1 General: Except as expressly stated in this Section 5, all Fees are non-refundable. Fees paid for a billing period already commenced will not be refunded, regardless of whether the Service was used during that period.
5.2 Annual Subscriptions — Pro-Rata Refund Window: Clients on an Annual Subscription who cancel within 14 days of the annual renewal date (not the initial Commencement Date) and who have not made material use of the Service during the new annual period may request a pro-rata refund for the unused portion. Such requests must be made in writing to contact@axiometra.com. Axiometra will assess such requests in its reasonable discretion.
5.3 Pre-payments: Any pre-payments made for future billing cycles are non-refundable, except at Axiometra’s sole discretion or as required by applicable law.
5.4 Service Credits: In the event of a confirmed service outage that exceeds the commitments described in Section 9 (Uptime and Service Levels), Axiometra may, at its discretion, issue service credits rather than monetary refunds.
5.5 Statutory Rights: Nothing in this Section 5 affects any rights the Client may have under applicable consumer protection legislation.
6. Instructions and Authorised Contacts
6.1 Axiometra acts only on the information and instructions provided by the Client. Axiometra cannot be assumed to have independent knowledge of the Client’s business requirements or processes.
6.2 Instructions may be provided in writing (including email) or verbally. Axiometra may request written confirmation of verbal instructions. If the Client’s instructions change, the Client must notify Axiometra in writing immediately.
6.3 For corporate Clients, Axiometra will accept instructions from: (a) a nominated contact specified in writing; (b) any Director of the company; or (c) the Company Secretary.
6.4 If the Client wishes to authorise additional individuals to give instructions to Axiometra, the Client must provide written notice specifically naming those individuals.
6.5 Axiometra cannot be held responsible for errors or delays arising from the Client’s failure to provide clear, complete, or timely instructions.
7. The Service
7.1 Axiometra provides the Service on an ‘as is’ and ‘as available’ basis. While Axiometra takes reasonable steps to ensure stability and functionality, it does not warrant that the Service will be error-free, uninterrupted, or suitable for any particular purpose beyond its intended use as an inventory management platform.
7.2 Axiometra reserves the right to modify, enhance, suspend, or discontinue any feature of the Service at any time. Where a modification materially reduces the functionality of the Service, Axiometra will provide at least 14 days’ prior notice.
7.3 Axiometra has no obligation to develop new features or release new versions of the Service unless expressly agreed in writing. Any such agreement is subject to Section 8 (Bespoke/Custom Work).
7.4 All software is tested for basic functionality and stability using unit and/or manual testing as appropriate. Testing does not guarantee the absence of all defects or that the software is fit for every intended use case of the Client.
8. Uptime and Service Levels
8.1 Axiometra targets a monthly uptime of 99.5% for the Service, excluding scheduled maintenance and events outside Axiometra’s reasonable control.
8.2 Scheduled maintenance will typically be performed outside of UK business hours and with at least 24 hours’ notice via email or the in-application notification system, except in emergency circumstances.
8.3 Axiometra does not guarantee any specific response or resolution time for support requests, though it will use reasonable endeavours to address issues promptly in accordance with Section 12 (Support).
8.4 Downtime caused by third-party services (including Stripe, hosting providers, or internet service providers) or events of Force Majeure (Section 17) does not count towards uptime calculations.
9. Hosting and Infrastructure
9.1 Axiometra provides cloud hosting and management as part of all licensed subscriptions.
9.2 Client Data is backed up as follows:
- System Data: backed up daily at 06:00 UTC
- Attachments/Uploads: Saved to Axiometra’s Main storage repository and then replicated to Amazon Web Service Storage bucket on servers located in the United Kingdom.
9.3 While Axiometra takes all reasonable steps to ensure data integrity, the Client is advised to maintain independent copies of critical business data. Axiometra’s liability for data loss is governed by Section 15 (Liability).
10. Bespoke and Custom Development
10.1 Any custom or bespoke development work (‘Custom Work’) must be agreed in writing before it commences. A detailed written specification must be submitted by the Client prior to quotation.
10.2 Axiometra will issue a written fixed-price quotation based on the specification. The Client is responsible for confirming that the quotation accurately reflects their requirements before work begins.
10.3 Custom Work is invoiced upon delivery and Client sign-off, which must occur within 7 business days of the work being made available for testing. Sign-off constitutes acceptance. A 35% non refundable deposit is expected to be paid 5 day after acceptance or before work commencement, whichever is sooner.
10.4 If Custom Work is cancelled by the Client after commencement but before delivery, Axiometra will invoice for time reasonably spent on the project up to the date of cancellation.
10.5 Axiometra’s delivery timescales are good-faith estimates. They are dependent on timely cooperation and accurate disclosure from the Client. Delays attributable to the Client will not constitute a breach by Axiometra, and ‘time is not of the essence’ for delivery of Custom Work.
10.6 The Client is responsible for detailed testing of Custom Work as part of the agreed project scope. Axiometra will address defects that fall within the written specification; changes to the specification after quotation may result in additional charges.
10.7 All Intellectual Property Rights in Custom Work vest in and remain with Axiometra unless a separate written assignment is agreed and signed by both Parties. Payment may be required to Axiometra from the Client for sole rights to the work.
11. Intellectual Property
11.1 All Intellectual Property Rights in the Service, the System, the underlying software, and all associated documentation belong to and remain with Axiometra. Nothing in these Terms transfers any ownership to the Client.
11.2 Axiometra grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the term of the Agreement solely for the Client’s internal business purposes.
11.3 The Client must not copy, distribute, modify, adapt, translate, reverse-engineer, decompile, or create derivative works from any part of the Service without Axiometra’s prior written consent.
11.4 The Client retains all Intellectual Property Rights in the Client Data. The Client grants Axiometra a limited licence to process, store, and use Client Data solely to provide and improve the Service.
11.5 If any part of the Client’s work product created using the Service is transferred to a third party, the Client agrees to ensure that Axiometra’s intellectual property is not used by that third party for commercial advantage without Axiometra’s consent. Axiometra reserves the right to charge for any such unauthorised commercial use.
11.6 The client must not demonstrate any part of Axiometra’s system, documentation or any product or content to any third party with written consent from Axiometra senior representative. Doing so will be in breach of contract.
12. Support
12.1 Support covers: System training; bug investigation and fixes; maintaining maximum service uptime; and ensuring normal performance under normal load at the agreed scale of the subscription.
12.2 Support does not cover: (a) the Client’s own IT infrastructure (including user computers, internet connectivity, on-site networks, firewalls, or anti-virus software); (b) issues caused by the Client’s actions or misuse of the Service; or (c) third-party software or services not supplied by Axiometra.
12.4 All licensed Clients are entitled to unlimited online email support as part of their subscription. A fair-use policy applies; Axiometra reserves the right to restrict support access where usage significantly exceeds reasonable levels.
12.5 Where a licence Fee has not been paid, or the Client has otherwise breached these Terms, Axiometra may charge a premium for support or refuse support until the breach is remedied.
12.6 Remote access: If necessary to diagnose a problem, the Client agrees to permit Axiometra to access the Client’s system remotely using industry-standard tools, and to provide any temporary credentials required.
12.7 Calls to/from Axiometra may be recorded for training and quality monitoring purposes.
13. Confidentiality
13.1 Each Party agrees to keep the other Party’s Confidential Information strictly confidential and not to disclose it to any third party without the disclosing Party’s prior written consent, except as required by law or regulation.
13.2 Each Party may disclose the other Party’s Confidential Information to its employees, contractors, or professional advisers on a need-to-know basis, provided those individuals are bound by confidentiality obligations at least as protective as those in these Terms.
13.3 Client Data stored on Axiometra’s servers may be accessed by Axiometra staff for the purposes of debugging, support, testing, or demonstration. Where Client Data is used for purposes involving third parties, Axiometra will take reasonable steps to anonymise or pseudonymise identifying information before doing so.
13.4 Obligations under this Section 13 survive termination of the Agreement for a period of 5 years.
14. Termination
14.1 Cancellation by the Client: The Client may cancel their subscription at any time by providing at least 30 days’ written notice to Axiometra. Notice is effective only upon written acknowledgement by Axiometra. Billing will cease on the 30th day from the date of acknowledgement. No refund is due for any portion of a billing period already paid.
14.2 Cancellation by Axiometra: Axiometra may terminate the Agreement on 30 days’ written notice for any reason. In such circumstances, and where no breach by the Client has occurred, Axiometra will refund any unused portion of a prepaid annual subscription on a pro-rata basis.
14.3 Termination for Cause: Either Party may terminate the Agreement immediately on written notice if the other Party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach capable of remedy and fails to remedy it within 14 days of written notice; (c) becomes insolvent, enters administration, has a receiver appointed, or makes an arrangement with creditors; or (d) ceases to carry on business.
14.4 Suspension and Termination for Non-Payment: Axiometra may suspend the Client’s access to the Service if Fees remain unpaid for more than 14 days after the Billing Date. Axiometra may terminate the Agreement and permanently delete the Client’s account if Fees remain unpaid for more than 28 days after the Billing Date. No data can be recovered after account deletion.
14.5 Data Export on Termination: Upon termination, the Client may request an export of their Client Data. Axiometra will provide a data export for a fee that reflects the size and complexity of the data package. The Client must request data export before the account is deleted. Axiometra will retain Client Data for a maximum of 30 days post-termination before permanent deletion.
14.6 Effect of Termination: On termination, all licences granted under these Terms immediately cease. Provisions that by their nature should survive termination will continue in full force, including Sections 11 (Intellectual Property), 13 (Confidentiality), 15 (Liability), and 16 (Governing Law).
14.7 Bad Faith: If the Client has acted in bad faith, including but not limited to fraudulent chargebacks, intentional misuse, or damage to Axiometra’s reputation, Axiometra reserves the right to pursue damages through appropriate legal proceedings.
15. Security and Data Protection
15.1 Axiometra will implement and maintain appropriate technical and organisational measures to protect the Service and Client Data against unauthorised access, loss, destruction, or alteration, in accordance with industry best practices.
15.2 Axiometra continuously applies security patches and software updates to its infrastructure and protects its systems against known malware and viruses. Axiometra will not knowingly transmit any virus or malware to the Client.
15.3 The Client is solely responsible for: (a) maintaining appropriate anti-virus and anti-malware protection on its own hardware and software; (b) keeping its operating systems and software up-to-date; (c) ensuring adequate and secure internet connectivity for access to the Service; and (d) maintaining the confidentiality of all user login credentials.
15.4 Data Protection: Both Parties agree to comply with all applicable Data Protection Laws, including the UK GDPR and the Data Protection Act 2018.
15.5 Axiometra acts as a Data Processor in respect of Client Data. Axiometra will process Personal Data only on the documented instructions of the Client and will not process Personal Data for any purpose other than performing the Service.
15.6 Axiometra will ensure that all employees and contractors with access to Personal Data are subject to an appropriate duty of confidentiality.
15.7 Axiometra will assist the Client in meeting its obligations under Data Protection Laws, including in respect of data subject rights requests, data breach notifications, and data protection impact assessments.
15.8 In the event of a personal data breach, Axiometra will notify the Client without undue delay, and in any event within 72 hours of becoming aware of the breach, where feasible.
16. Limitation of Liability
16.1 Axiometra’s Warranties: Axiometra warrants that: (a) the support and maintenance services will be performed with reasonable skill and care; and (b) to the best of its knowledge, the Service does not infringe the Intellectual Property Rights of any third party.
16.2 Exclusion of Implied Terms: All conditions, warranties, or other terms implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law, including any implied terms as to satisfactory quality or fitness for a particular purpose.
16.3 Exclusion of Consequential Loss: Subject to clause 16.5, Axiometra shall not be liable for: (a) loss of actual or anticipated profits; (b) loss of business, revenue, or contracts; (c) loss of anticipated savings; (d) loss of goodwill or reputation; (e) loss of use of systems or data; (f) loss or corruption of data; (g) costs of procuring substitute products or services; or (h) any indirect or consequential loss of any kind.
16.4 Cap on Liability: Subject to clause 16.5, Axiometra’s total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total Fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
16.5 Exceptions: Nothing in these Terms excludes or limits Axiometra’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law.
16.6 Axiometra shall not accept responsibility for any adverse outcome arising from Axiometra acting on the Client’s instructions, including but not limited to the development of bespoke features in accordance with the Client’s specification.
16.7 Delivery Timescales: All delivery dates and timescales provided by Axiometra are estimates. Failure to meet a quoted timescale does not constitute a breach of contract. Time is not of the essence under this Agreement.
17. Force Majeure
17.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
17.2 A ‘Force Majeure Event’ means any event beyond a Party’s reasonable control, including but not limited to: acts of God; natural disasters; pandemic; war or civil unrest; terrorist acts; actions of governmental or regulatory authorities; power outages; internet or telecommunications failures; or failures of third-party providers (including Stripe or cloud hosting providers) not caused by that Party’s negligence.
17.3 A Party claiming Force Majeure must notify the other Party in writing as soon as practicable after the event begins. If a Force Majeure Event continues for more than 60 days, either Party may terminate the Agreement on 14 days’ written notice without liability to the other.
18. Acceptable Use
18.1 The Client agrees not to use the Service: (a) in any way that violates applicable local, national, or international law; (b) to transmit any unsolicited commercial communications; (c) to upload, store, or distribute malware, viruses, or other malicious code; (d) to attempt to gain unauthorised access to any part of the Service or its related infrastructure; (e) to impersonate any person or entity; or (f) in any way that could damage, disable, or impair the Service or other users’ access to it.
18.2 Axiometra reserves the right to suspend or terminate the Client’s access to the Service immediately if Axiometra reasonably believes the Client is in breach of this Section 18.
19. Contact Information
19.1 The Client is responsible for keeping its contact details (including billing email address) up to date with Axiometra. Axiometra cannot be held liable for missed communications resulting from outdated contact information.
19.2 Notices under this Agreement must be sent in writing to the addresses specified in the Order Form or as subsequently updated in writing.
19.3 Billing enquiries: contact@axiometra.com
19.4 General support: contact@axiometra.com
19.5 Legal notices to Axiometra should be sent by recorded post to the registered office address as shown on the Axiometra website.
20. General
20.1 Entire Agreement: These Terms, together with any Order Form, constitute the entire agreement between the Parties and supersede all prior agreements, representations, or understandings relating to the subject matter.
20.2 Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall continue in full force and effect.
20.3 Waiver: Failure by either Party to enforce any provision of these Terms shall not constitute a waiver of that Party’s rights to enforce such provision in the future.
20.4 Assignment: The Client may not assign, transfer, or sub-licence any rights or obligations under these Terms without Axiometra’s prior written consent. Axiometra may assign or transfer its rights and obligations upon reasonable written notice to the Client.
20.5 No Partnership or Agency: Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between the Parties.
20.6 Third-Party Rights: A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.7 Amendments: Axiometra may amend these Terms in accordance with clause 2.3. No other amendment is effective unless made in writing and signed by both Parties.
21. Governing Law and Jurisdiction
21.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.
21.2 Each Party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
AXIOMETRA LIMITED — TERMS OF SERVICE ACCEPTANCE
By accessing or using the Axiometra platform, or by completing an Order Form, the Client confirms acceptance of these Terms of Service.
Axiometra Limited is a company incorporated in Scotland. SC892597
For legal notices: Registered Office: 3 Prospect Place, Westhill, Aberdeenshire, AB32 6SY | contact@axiometra.com |