We’re Setting Things in Motion

Welcome to Evolving Systems Lumata Ltd. (“Company”, “we”, “us”, or “our”). These Terms and Conditions (“Terms”) govern your (“Customer”, “you”) access to and use of our Software-as-a-Service (SaaS) platform (the “Service”).

Terms and Conditions

1. Acceptance of Terms

By accessing or using our Service, you agree to be bound by these Terms. If you do not agree, you may not access the Service.

2. Term

This Agreement’s term and the Effective Date are determined by your selected subscription details, as indicated on the invoice.

3. License and Use

We grant you a non-exclusive, non-transferable, limited license to access and use the Service solely for your internal business operations for the Term of this Agreement. You shall not modify, create derivative work, resell, sublicense, reverse-engineer, disassemble, attempt to discover the source code or otherwise misuse the Service. You agree to use the Service in compliance with all applicable laws and these Terms.

4. User Accounts

You are responsible for maintaining the confidentiality of login credentials and for all activities that occur under your subscription.

5. Intellectual Property Rights

The Company owns all intellectual property rights relating to the Service as well as updates, upgrades, modifications to it.  These Terms do not constitute a sale and do not convey to you any right of ownership in or related to the Services or SaaS Platform, or any intellectual property rights. 

5. Third Party Services

You acknowledge and agree that the Services may operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). You are solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. You agree that we are not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services.

6. Fees and Payment

You agree to pay all applicable fees as outlined in your subscription license plan. Payments are due in accordance with the billing schedule or upon execution of this Agreement, whichever is earlier.

7. Data and Privacy

We handle your data in accordance with our Privacy Policy 

8. Confidentiality

Both parties agree to maintain the confidentiality of any non-public, proprietary, or confidential information disclosed during the course of this Agreement by the Company, including but not limited to business information, software, and trade secrets, strictly confidential. You shall not disclose or use such information except as necessary to use the Service or as required by law. This obligation survives termination or expiration of these Term

9. Service Availability

We aim to provide 99.9% uptime for the Service during each subscription period, excluding scheduled or emergency maintenance, or events beyond our reasonable control, including force majeure. While we use commercially reasonable efforts to maintain this standard, we do not guarantee uninterrupted access and shall not be liable for any losses resulting from Service interruptions or unavailability.

10. Disclaimer of Warranties

Services will in all material respects conform to and perform in accordance with the specifications and all requirements of this Agreement.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF. 

12. Termination

This Agreement shall terminate upon the end of Term. Additionally, in the event of any material breach of this Agreement, Evolving Systems Lumata Ltd shall be entitled to terminate this Agreement immediately.

13. Limitation of Liability
To the fullest extent permitted by law, we shall not be liable for any indirect, incidental, or consequential damages. To the fullest extent permitted by law, our total liability for any claim related to the Service will not exceed the amount paid by you under this Agreement.

14. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms.

15. Contact

If you have any questions, contact your Customer Success Manager.