Terms of Service

These Terms govern all use of the ValueAmp platform. By accessing the platform, completing registration, or accepting an invitation to an account, the Client agrees to be bound by these Terms on behalf of themselves and their organisation.

Where these Terms are entered into by an individual on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind that entity to these Terms. If you do not have such authority, you may not use the platform.

We may update these Terms from time to time. Material changes will be notified to registered account administrators by email with at least 30 days' notice. Continued use after the effective date of updated Terms constitutes acceptance.

3.1 Platform Access

Subject to these Terms and payment of applicable fees, ValueAmp grants the Client a non-exclusive, non-transferable right to access and use the platform for the Client's internal business purposes during the Subscription Term.

3.2 Service Availability

We target 99.5% monthly uptime for the platform, excluding scheduled maintenance, emergency maintenance, and events beyond our reasonable control. We will use reasonable efforts to notify Clients of planned maintenance in advance.

3.3 Support

Standard support is provided via email at support@valueamp.co.uk. We aim to respond to support requests within 2 business days. Enhanced SLA support may be available under separate agreement.

3.4 Changes to the Platform

We reserve the right to modify, improve, or discontinue features of the platform. We will provide reasonable notice of any material changes that reduce existing functionality. We will not materially reduce the core functionality of the platform during a paid Subscription Term without offering an appropriate remedy.

3.5 Subcontractors

We may use third-party sub-processors to deliver the platform (including Supabase for database hosting, Vercel for application hosting, and Brevo for transactional email). A current list of sub-processors is maintained in our Privacy Policy.

4.1 Subscription Tiers

Subscription fees and included features are set out in the applicable Order Form or Subscription Schedule agreed between the parties. Current pricing information is available on request at hello@valueamp.co.uk.

4.2 Payment

Fees are due in advance for each Subscription Term (monthly or annual as agreed). All fees are exclusive of VAT. We reserve the right to suspend access where payment is overdue by more than 14 days after written notice.

4.3 Price Changes

We may revise subscription pricing at the end of each Subscription Term with at least 30 days' written notice. Continuing to use the platform after the revised pricing takes effect constitutes acceptance of the new fees.

4.4 Refunds

Annual subscriptions paid in advance are non-refundable except where we materially breach these Terms or as required by law. Monthly subscriptions may be cancelled before the next billing cycle to avoid future charges.

4.5 Free Trial

We may offer a free trial period. At the end of the trial, access will require payment of a subscription. We reserve the right to discontinue or modify trial terms at any time.

5.1 Data Ownership

All Client Data remains the exclusive property of the Client. ValueAmp processes Client Data solely to provide the platform services and does not use Client Data for any other purpose, including to train machine learning models or to benchmark against other clients.

5.2 Data Processing

To the extent ValueAmp processes personal data on behalf of the Client, ValueAmp acts as a data processor and the Client acts as the data controller. Processing is governed by our Data Processing Agreement (DPA), which forms part of this Agreement and is available on request.

5.3 Data Export

Clients may export their financial data at any time via the platform's built-in Excel export functionality. Upon termination of a subscription, we will provide the Client with a copy of their data in a standard format within 30 days upon written request, after which we will delete Client Data in accordance with our retention policy.

5.4 Data Security

We implement industry-standard technical and organisational security measures as described in our Privacy Policy, including database-level Row Level Security, TLS encryption in transit, and daily automated backups.

5.5 Accuracy of Uploaded Data

The Client is solely responsible for the accuracy, completeness, and legality of all Client Data uploaded to the platform. ValueAmp takes no responsibility for errors in outputs that result from inaccurate or incomplete input data.

The Client agrees that Authorised Users will not use the platform to:

• Violate any applicable law, regulation, or third-party rights
• Upload data that is unlawfully obtained, fraudulent, or that infringes third-party intellectual property rights
• Attempt to gain unauthorised access to any part of the platform, other accounts, or underlying infrastructure
• Reverse engineer, decompile, or attempt to extract the source code of the platform
• Resell, sublicence, or otherwise provide access to the platform to third parties outside the Client's organisation without prior written consent from ValueAmp
• Transmit malicious code, viruses, or other harmful components
• Use the platform in a manner that disproportionately burdens our infrastructure (including automated scraping or bulk API abuse)
• Use outputs from the platform as the sole basis for regulated financial advice without appropriate professional oversight

Breach of this section may result in immediate suspension or termination of access.

7.1 ValueAmp IP

All intellectual property rights in the platform — including source code, software, databases, algorithms, user interface designs, documentation, trademarks, and the ValueAmp brand — are owned by ValueAmp Advisory Ltd or its licensors. These Terms do not transfer any IP rights to the Client.

7.2 Client IP

All intellectual property rights in Client Data remain with the Client. The Client grants ValueAmp a limited, non-exclusive licence to process Client Data solely for the purpose of providing the platform services during the Subscription Term.

7.3 Feedback

If the Client provides feedback, suggestions, or ideas about the platform ("Feedback"), ValueAmp may use that Feedback freely to improve the platform without any obligation of confidentiality, attribution, or compensation.

7.4 No Reverse Engineering

The Client may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or structure of the platform or any part of it.

Each party agrees to keep confidential all Confidential Information of the other party and not to disclose it to any third party without the other party's prior written consent, except:

• To employees, contractors, or professional advisers who need to know it and are bound by equivalent confidentiality obligations
• Where required by law, regulation, or court order — in which case the disclosing party will give the other party reasonable notice (where legally permitted)
• Where the information is or becomes publicly available through no fault of the receiving party

These confidentiality obligations survive termination of the Agreement for a period of 3 years.

9.1 ValueAmp Warranties

ValueAmp warrants that: (i) it has the right to enter into this Agreement and grant the licences described; (ii) the platform will materially conform to its documented specifications during the Subscription Term; and (iii) it will maintain appropriate security measures as described in the Privacy Policy.

9.2 No Financial Advice

9.3 Disclaimer

Except as expressly stated in Section 9.1, the platform is provided "as is" and "as available". To the maximum extent permitted by law, ValueAmp disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the platform will be error-free, uninterrupted, or that any particular result will be achieved.

10.1 Cap on Liability

ValueAmp'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 or payable by the Client to ValueAmp in the 12 months immediately preceding the event giving rise to the claim.

10.2 Excluded Loss

Neither party shall be liable to the other for any: (i) loss of profits; (ii) loss of revenue; (iii) loss of business; (iv) loss of anticipated savings; (v) loss of goodwill; (vi) indirect or consequential loss; or (vii) loss of data (other than data loss directly caused by ValueAmp's negligence and not recoverable from backups) — whether such losses were foreseeable or not.

10.3 Exceptions

Nothing in these Terms limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited under applicable law.

10.4 Competitive Benchmark

The liability limitations in this section are consistent with industry standard SaaS terms and reflect the nature of the subscription fees charged relative to the potential value of Client Data processed.

The Client shall indemnify, defend, and hold harmless ValueAmp and its officers, directors, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms
• The Client's use of the platform in violation of applicable law
• Any claim that Client Data infringes a third party's intellectual property rights or data protection rights
• Any breach by an Authorised User of these Terms

12.1 Subscription Term

This Agreement commences on the date the Client first accesses the platform (or the date of a signed Order Form, if applicable) and continues for the Subscription Term, automatically renewing unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

12.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (i) materially breaches this Agreement and fails to remedy the breach within 14 days of written notice; or (ii) becomes insolvent, enters administration, or ceases to trade.

12.3 Termination for Convenience

Clients on monthly subscriptions may cancel at any time with 30 days' written notice. Annual subscription cancellations take effect at the end of the current annual term. ValueAmp may terminate annual subscriptions early for convenience with 60 days' written notice and a pro-rated refund of prepaid fees.

12.4 Effect of Termination

On termination: (i) all licences granted under this Agreement will cease; (ii) the Client's access to the platform will be revoked; (iii) ValueAmp will retain Client Data for 30 days post-termination to allow the Client to request an export, after which it will be deleted; (iv) clauses which by their nature should survive (including confidentiality, IP, liability, and indemnity) will continue to apply.

13.1 Governing Law

This Agreement is governed by the laws of England and Wales. Any dispute arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.2 Entire Agreement

These Terms, together with any applicable Order Form and Data Processing Agreement, constitute the entire agreement between the parties relating to the subject matter herein, and supersede all prior discussions, representations, or agreements.

13.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remainder of the Agreement will continue in full force and effect.

13.4 Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver of the right to enforce it in the future.

13.5 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without ValueAmp's prior written consent. ValueAmp may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, on reasonable notice to the Client.

13.6 Force Majeure

Neither party will be liable for failure to perform obligations under this Agreement where such failure results from circumstances beyond their reasonable control, including natural disasters, pandemic, government action, power failures, or internet outages — provided the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.

13.7 Notices

Legal notices under this Agreement must be in writing and sent by email to the email addresses registered with each party's account, or by post to the registered address. Notices are effective on receipt.

13.8 No Partnership

Nothing in this Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.