The terms governing your subscription to the Performalise platform — governed by English law and aligned with UK commercial standards.
Summary: These are the terms that govern your subscription to Performalise. They are governed by English law, and the courts of England and Wales have exclusive jurisdiction.
| Term | Meaning |
|---|---|
| Agreement | These Terms of Service together with the applicable Order Form / Quotation |
| Authorised Users | Employees, agents and contractors of the Customer authorised to access the Platform |
| Business Day | Monday to Friday, excluding UK public holidays, when UK banks are open |
| Customer / Client | The organisation that has entered into this Agreement with Performalise |
| Customer Data | All data uploaded, entered, or generated by the Customer or its Authorised Users within the Platform |
| Data Protection Legislation | UK GDPR, the Data Protection Act 2018, EU GDPR (where applicable), PECR 2003, and any successor legislation |
| Performalise / Platform | The Performalise SaaS platform provided by Performalise FZ LLC |
| Services | Access to the Platform and any associated support services |
| Subscription Fees | The fees payable for the subscription as set out in the Order Form |
| Subscription Term | The initial term and any renewal periods as set out in the Order Form |
| Supplier / We | Performalise FZ LLC |
| UK GDPR | The UK General Data Protection Regulation as defined in s.3(10) of the Data Protection Act 2018 |
2.1 The Agreement comes into existence when the Customer accepts a Quotation or Order Form in writing (including by email). No purchase order, counter-term, or implied term shall override these Terms.
2.2 Any promotional descriptions on our website are illustrative only and do not form part of the Agreement.
2.3 A Quotation is valid for 30 days from issue unless otherwise stated.
3.1 Subject to payment of the Subscription Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Subscription Term, solely for the Customer's internal business operations.
3.2 The Customer may authorise employees and contractors as Authorised Users. The Customer is responsible for all acts and omissions of its Authorised Users.
3.3 Authorised Users must keep login credentials confidential and must not share them.
3.4 The Customer must not: copy, modify, or reverse-engineer the Platform; use the Platform to build a competing product; resell or sublicense access to third parties; upload any Virus or unlawful content; or take any action that could damage Performalise's reputation or goodwill.
4.1 Authorised Users must not access, store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, discriminatory, or that facilitates illegal activity.
4.2 We reserve the right to suspend access immediately if the Customer or any Authorised User breaches this clause, pending investigation or termination.
5.1 We will use commercially reasonable endeavours to make the Platform available 24/7, excluding: planned maintenance (10:00 pm – 2:00 am UK time, Business Days); and emergency maintenance with at least 2 hours' notice where practicable.
5.2 Our target uptime is 99.8% measured monthly, excluding scheduled maintenance windows.
5.3 Standard support is provided during Normal Business Hours (09:00–17:00 UK time, Business Days) via our support portal.
5.4 The Platform is provided "as is" and "as available". To the fullest extent permitted by law, all implied warranties (merchantability, satisfactory quality, fitness for purpose, non-infringement) are excluded.
6.1 Subscription Fees are invoiced annually in advance. Payment is due within 30 days of invoice. All amounts are in GBP and are exclusive of VAT.
6.2 If payment is not received within 14 days after the due date, we may suspend access and charge interest at 4% per annum above the applicable central bank base rate.
6.3 All Subscription Fees are non-refundable, except where we have materially failed to provide the agreed Services.
6.4 We may increase Subscription Fees at each Renewal Period on 60 days' written notice.
6.5 The minimum subscription is 5 teams per Contract Year.
7.1 All intellectual property rights in the Platform, our AI models, documentation, and underlying technology are owned by Performalise FZ LLC or our licensors.
7.2 All intellectual property rights in Customer Data remain owned by the Customer. The Customer grants us a limited, non-exclusive, royalty-free licence to process Customer Data solely to provide the Services during the Subscription Term.
7.3 The Customer warrants that it owns or has all necessary rights to provide Customer Data to Performalise FZ LLC and that processing of Customer Data as contemplated by this Agreement will not infringe any third party rights or applicable law.
7.4 We may use aggregated, anonymised, non-identifiable data derived from Customer usage for product improvement and analytics.
8.1 Both parties shall comply with all applicable Data Protection Legislation.
8.2 The Customer is the Data Controller and we are the Data Processor in relation to any Personal Data processed within the Platform.
8.3 As Data Processor, we shall: process Personal Data only on the Customer's documented instructions; implement appropriate security measures; ensure staff confidentiality; notify the Customer of any Personal Data breach without undue delay; and delete or return Personal Data on termination.
8.4 Our full Data Processing Agreement (DPA), which supplements these Terms, is available at performalise.com/dpa and is incorporated by reference.
9.1 Each party agrees to keep the other's Confidential Information confidential and not to disclose it to third parties or use it for any purpose other than performing this Agreement.
9.2 Confidentiality obligations survive termination of this Agreement for 5 years.
10.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10.2 Subject to clause 10.1, we will not be liable for any indirect, consequential, special, or punitive loss, including loss of profits, business, data, or reputation.
10.3 Our total aggregate liability shall not exceed the total Subscription Fees paid by the Customer in the 12 months preceding the event giving rise to the claim.
10.4 The Customer is solely responsible for: (a) the accuracy, completeness, and legality of Customer Data; (b) ensuring Authorised Users comply with this Agreement; (c) maintaining appropriate security controls on its own systems; (d) all decisions made on the basis of insights or recommendations generated by the Platform; and (e) compliance with any applicable laws in its use of the Platform.
10.5 The Platform provides intelligence and analytics to support decision-making. All business decisions remain the sole responsibility of the Customer.
Important: The Platform is provided as a management intelligence tool. Business decisions remain the sole responsibility of the Customer. We are not liable for commercial outcomes arising from use of the Platform.
11.1 This Agreement commences on the Commencement Date and auto-renews for successive 12-month periods unless either party gives at least 30 days' written notice before the end of the current term.
11.2 Either party may terminate immediately if the other materially breaches the Agreement and (where remediable) fails to remedy within 30 days of written notice; becomes insolvent; or ceases to carry on business.
11.3 On termination: all licences end immediately; Customer Data is available for export for 30 days then deleted; no refund is due for prepaid Subscription Fees.
Force majeure: Neither party is liable for delays caused by events beyond their reasonable control.
Entire agreement: This Agreement supersedes all prior agreements, representations, and warranties.
Variation: We may update these Terms at the start of each Renewal Period with 60 days' notice.
Assignment: The Customer may not assign this Agreement without our written consent.
Third party rights: No third party has rights under this Agreement via the Contracts (Rights of Third Parties) Act 1999.
Governing law: This Agreement is governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.
Contact for legal notices: [email protected] or Performalise FZ LLC, UAE.