Terms of Service

1. Definitions

In these terms, the following words have the meanings given below. Other capitalised terms are defined where they first appear.

2. The Service

MSP Dashboard is a hosted reporting product for managed service providers. It connects to systems you already use, retrieves data using credentials you supply, and presents that data as dashboards and reports for you and the client organisations you choose to share with.

The Service is hosted on Microsoft Azure in the UK South region, using Azure Blob Storage, Azure Table Storage and Azure Key Vault. Sign-in is handled through Microsoft Entra ID. Where you configure scheduled reports, they are delivered by email using the Microsoft Graph API.

Subject to this Agreement and to payment of the applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for your own internal business purposes and for reporting to your own clients.

[REVIEW: service availability] — decide whether to give any uptime or availability commitment. If an SLA is offered, set the target percentage, the measurement window, what counts as excluded downtime (planned maintenance, Connected System outages, Azure incidents), and the remedy (service credits or otherwise). If no SLA is offered, this must be stated plainly here and reflected in clause 10.

[REVIEW: support scope] — set out the support channel, the hours during which support is offered, and any target response times.

3. Account and eligibility

• →The Service is offered to businesses only. It is not intended for consumers, and consumer rights that would otherwise apply to a distance contract do not apply.
• →You must be at least 18 and have authority to bind the organisation you are subscribing on behalf of.
• →You are responsible for everything done under your account, including the acts and omissions of your Authorised Users.
• →You must keep credentials secure, remove Authorised Users promptly when their access is no longer appropriate, and tell us without delay if you suspect unauthorised access.
• →You are responsible for the accuracy of the account and contact details you give us.

[REVIEW: acceptance mechanism] — these terms are currently published but not presented for acceptance at signup, so there is no record of a customer having agreed to them. A click-through or order-form signature step is needed before this Agreement can be relied on.

4. Your obligations and acceptable use

You are responsible for the Customer Data you bring into the Service and for having a lawful basis to process it. In particular, you must have the right to connect each Connected System and to allow us to process the data it holds.

You must not, and must not permit anyone else to:

• →use the Service unlawfully, or to store or transmit anything unlawful, infringing, defamatory or malicious;
• →attempt to gain access to another customer's tenant, data or dashboards, or to any part of the Service you have not been granted access to;
• →probe, scan or test the security of the Service, or interfere with its normal operation, without our prior written consent;
• →reverse engineer, decompile or attempt to derive the source code of the Service, except where that restriction cannot lawfully be imposed;
• →resell, sublicense or otherwise make the Service available to a third party as a standalone product, other than sharing dashboards and reports with your own clients as the Service is designed to allow;
• →place an unreasonable load on the Service or on any Connected System through automated or excessive requests.

Report links and dashboard invitations give access to whoever holds them, within the limits you configure. You are responsible for choosing recipients carefully.

[REVIEW: suspension rights] — confirm the circumstances in which we may suspend access without notice (for example a security risk, non-payment beyond a stated period, or a serious breach of this clause), and whether any cure period applies first.

5. Fees and payment

• →[REVIEW: pricing and billing model] — set out the fee, the unit it is charged per, the billing frequency, and whether fees are payable in advance.
• →[REVIEW: VAT treatment] — confirm whether quoted prices exclude VAT and how VAT is applied to customers outside the UK.
• →[REVIEW: payment terms and late payment] — set the payment period, and the consequences of late payment including any interest rate and whether statutory late payment interest is relied on instead.
• →[REVIEW: price changes] — set the notice period for a price increase and whether it may only take effect at a renewal.
• →[REVIEW: refunds] — confirm whether fees are non-refundable, and how a mid-term cancellation is treated.

6. Term and termination

This Agreement starts when you first accept it or first use the Service, whichever is earlier, and continues for the Subscription Term.

[REVIEW: term length, renewal and notice] — set the initial term, whether it renews automatically, and the notice period each party must give to prevent renewal or to terminate for convenience.

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within [REVIEW: cure period] of being notified of it, or if the other becomes insolvent or enters an equivalent process.

On termination your right to use the Service ends, and Customer Data is dealt with under clause 6 of the DPA. Deletion is currently carried out manually on request rather than automatically — see the DPA for the detail and the associated review point.

Clauses covering fees already accrued, intellectual property, confidentiality, limitation of liability, indemnity and governing law survive termination.

7. Intellectual property

We own the Service, including its software, design, documentation and branding, and all intellectual property rights in it. Nothing in this Agreement transfers those rights to you. You receive only the right to use the Service described in clause 2.

You own your Customer Data. You grant us a limited licence to host, process and display that data for the sole purpose of providing the Service to you, and to the extent set out in the DPA.

If you send us feedback or suggestions, we may use them to improve the Service without obligation to you.

[REVIEW: aggregated and anonymised data] — decide whether we may derive aggregated, anonymised statistics from usage to improve or benchmark the Service, and say so explicitly if the answer is yes. We do not currently do this.

8. Confidentiality

Each party may receive information from the other that is confidential. Each party will keep the other's confidential information secret, use it only to perform this Agreement, and disclose it only to staff and advisers who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or is independently developed. A party may disclose confidential information where required by law or a regulator, giving the other party notice where it is lawful to do so.

[REVIEW: confidentiality survival period] — set how long these obligations continue after termination.

9. Data protection

For Customer Data drawn from your Connected Systems, you are the controller and we are the processor. That relationship is governed by the Data Processing Agreement, which forms part of this Agreement and which you should read alongside these terms.

For your own account and billing data — the sign-in details of your users, your organisation's contact details, and our records of your subscription — we are the controller. How we handle that data is described in our Privacy Policy.

Where the DPA and these terms conflict on a data protection matter, the DPA takes precedence.

10. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care, and that we have the right to grant the rights set out in this Agreement.

The Service presents data retrieved from your Connected Systems. We do not verify that data and we are not responsible for its accuracy, completeness or timeliness. Dashboards and reports are an operational aid, not a substitute for your own checks, and you should not rely on them as the sole basis for a commercial, employment or contractual decision.

[REVIEW: scope of warranty exclusions] — decide how far to exclude implied terms as to satisfactory quality and fitness for purpose, and confirm the wording is permitted under the Unfair Contract Terms Act 1977 in a business-to-business contract. Also confirm whether to warrant uninterrupted or error-free operation, or expressly disclaim it.

[REVIEW: third-party dependency disclaimer] — the Service depends on Microsoft Azure and on your Connected Systems. Confirm the wording disclaiming responsibility for their availability and for changes to their APIs.

11. Limitation of liability

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

[REVIEW: liability cap] — set the financial cap on liability and the basis for it (for example a multiple of fees paid in the preceding twelve months, or a fixed sum). This must be a deliberate commercial decision, checked against the cover actually held under any professional indemnity or cyber policy. No figure has been inserted.

[REVIEW: excluded loss types] — confirm the categories of loss to be excluded (loss of profit, revenue, goodwill, anticipated savings, and indirect or consequential loss) and whether any are carved back in.

[REVIEW: data protection liability] — decide whether liability arising under the DPA sits inside or outside the general cap, and whether a separate higher cap applies. This is one of the most consequential decisions in the document.

You are responsible for maintaining your own records in your Connected Systems. We are not a backup service and the Service is not a system of record.

12. Indemnity

[REVIEW: indemnities — whether to give or take any] — decide whether to offer an intellectual property infringement indemnity in our favour of the customer, and whether to require an indemnity from the customer for claims arising from Customer Data or from unlawful use of the Service. If indemnities are given, set the conduct-of-claims procedure, any cap, and how they interact with clause 11.

Any indemnity should be conditional on the indemnified party notifying the claim promptly, not admitting liability, and allowing the indemnifying party to control the defence with reasonable cooperation.

13. Changes to the Service and these terms

We develop the Service continuously and may add, change or remove features. We will not make a change that materially reduces the core functionality you subscribed to without giving you notice.

[REVIEW: change notice period and right to object] — set how much notice is given for a material adverse change to the Service or to these terms, how notice is given, and whether the customer may terminate without penalty in response.

The date at the top of this page shows when these terms were last updated.

14. General, governing law and jurisdiction

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of it.

[REVIEW: dispute resolution steps] — decide whether to require escalation, mediation or arbitration before proceedings, and whether customers outside the UK are handled differently.

Neither party may assign this Agreement without the other's consent, except to a group company or in connection with a sale of the business. If any provision is found unenforceable, the rest continues in force. A failure to enforce a right is not a waiver of it. This Agreement, including the DPA and the Privacy Policy, is the entire agreement between the parties on its subject matter. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

[REVIEW: force majeure] — confirm whether a force majeure clause is wanted and what events it should cover.

15. Contact

Questions about these terms should be sent to us at: