Core Product Terms and Conditions
Last updated 8 January 2025.
1. Background
We are ato.solutions FZCO, a company incorporated under the laws of the United Arab Emirates and having its registered office situated at 404-22 TEC, Floor 03, The Officers 3 – One Central, Dubai World Trade Centre (“ato.solutions”, “we”, “us” or “our”). We specialize in providing tailored workflow solutions and support services designed to optimize business operations, enabling our clients to enhance efficiency and focus on their core objectives.
These terms and conditions (“Agreement”) form a legally binding agreement between ato.solutions and the individual or entity accepting these terms and conditions (“you” or “your”). By accepting or signing this Agreement, you confirm that you have read, understood, and agree to be bound by all the terms set out herein. If you are entering into this Agreement on behalf of a company or legal entity, you warrant to us that you have authority to bind the company or legal entity to this Agreement.
We reserve the right to update these terms and conditions from time to time, and so you should check back regularly to ensure you are reading the most recent version.
2. The Services and Fees
We offer two tiers of ongoing service under this Agreement, as well as an onboarding fee for the initial setup and implementation of the platform.
2.1 Onboarding Fee
The onboarding fee covers the initial build, configuration, and implementation of the platform based on your specific business needs. This includes workflow design, automation, and the setup of core features tailored to your requirements. The onboarding fee will be determined based on the scope and complexity of the initial build and will be agreed upon in writing prior to the commencement of services. Payment of the onboarding fee is required in advance.
2.2 Ongoing Service Tiers
We provide two tiers of service for ongoing platform support and maintenance:
● The Build Tier The Build Tier is designed for clients who require ongoing workflow design, advanced automation, and the development of new features or system optimizations. This includes the configuration and enhancement of pipelines, back-end systems, and integrations to improve operational efficiency. The Build Tier is priced at £800 per month.
● The Support Tier The Support Tier provides ongoing maintenance and troubleshooting to ensure the stability and reliability of the systems we have implemented. This service includes assistance with onboarding new users and updates initiated by our team as part of platform maintenance or system enhancements. It does not include updates or changes specifically requested by you, which would require a temporary upgrade to the Build Tier. The Support Tier is priced at £400 per month.
2.3 Switching Between Tiers
You may request in writing to switch between tiers as your needs evolve. However, if you upgrade
to the Build Tier for a specific project, ato.solutions will determine the minimum duration you must remain on the Build Tier before downgrading. This ensures that the resources allocated for the project are appropriately compensated. The duration of the Build Tier will be agreed upon in writing between the parties prior to the commencement of Build Tier services. This policy is intended to prevent misuse of the tier structure and ensure fairness in the allocation of resources.
2.4 Platform Usage and Additional Applications
The platform operates using a pre-defined mix of applications and tools determined by ato.solutions. You may not independently add or integrate additional applications into the platform without prior written agreement. Any such additions or integrations may result in changes to the scope of services and associated costs, which will be communicated and agreed upon in writing.
The platform does not include coaching-specific applications, such as Trainerize, Everfit, or similar apps. Such applications must be managed and maintained by you independently.
2.5 Additional Services and Adjustments
Additional services or customizations outside the scope of the selected tier can be arranged upon request and will be quoted separately. All fees, including the onboarding fee and ongoing service fees, are payable in advance. ato.solutions reserves the right to adjust fees with appropriate written notice to reflect changes in the scope of services, market conditions, or platform usage.
3. Obligations
To enable us to provide the services under this Agreement, you agree to provide all information, approvals, and materials necessary to support the delivery of the services in a timely and accurate manner. You will ensure that your use of the platform adheres to the guidelines and instructions provided by us. Failure to meet these obligations may result in delays in the delivery of services or adjustments to the agreed timelines, for which we will not be held liable.
You further agree to cooperate with us throughout the term of this Agreement, including responding promptly to any communications or requests for clarification. Any decision, approval, or instruction required from you must be provided in a timely manner to ensure the effective and efficient delivery of our services.
4. Service Levels
Our standard working hours are Monday to Friday, 08:00 to 17:00 (UTC), excluding public holidays in England. While we endeavor to respond to all queries promptly, we do not guarantee specific response times unless otherwise agreed in writing. For queries requiring input from team members located outside of England, response times may also be affected by public holidays observed in those respective locations. Details on upcoming public holidays can be found at https://ato.solutions/holidays.
Where additional or expedited support is required, we will make every reasonable effort to accommodate such requests, subject to an additional fee to be agreed in advance.
5. Payment Terms
All fees are payable in GBP and must be made in advance of the service period. Payments are processed via Stripe, and by engaging our services, you agree to Stripe’s terms and conditions.
In the event of non-payment, we reserve the right to suspend or terminate services until payment is received in full.
Late payments may incur interest charges as permitted under The Late Payment of Commercial Debts (Interest) Act 1998. Prepaid fees are non-refundable, and any adjustments to payment terms must be agreed upon in writing.
6. Intellectual Property
The workflows, systems, and configurations we develop remain our exclusive intellectual property. You are granted a limited, non-exclusive, non-transferable license to use these assets during the term of this Agreement. Materials or intellectual property provided by you remain your property, and you grant us a license to use such materials solely for the purpose of delivering the agreed services.
7.Marketing and Testimonials
With your prior consent, we may use testimonials, case studies, or references to your business, including your company name and logo, for our marketing and promotional purposes. You grant us a non-exclusive, worldwide, revocable, fully paid-up license to use your company name and logo for marketing and promotional purposes. You may withdraw this consent at any time by providing written notice.
8. Account Access
We may require access to your systems and applications from time to time to fulfill the services outlined in this Agreement. You agree to provide us with the necessary credentials, permissions, and access rights to ensure timely and effective service delivery.
9. Limitation of Liability
We will not be liable for any indirect, special, or consequential losses arising from our services, including but not limited to loss of profits, data corruption, or business interruption. Our total liability under this Agreement is limited to the value of one months’ fees. This limitation does not exclude liability for fraud, negligence causing death or personal injury, or any other matter that cannot be lawfully excluded.
10. Term and Termination
This Agreement commences upon the date you accept these terms and conditions and continues on a rolling monthly basis. Either party may terminate the Agreement with 30 days’ written notice. Upon termination, access to the systems and services will cease unless otherwise agreed in writing. Data will be retained for 30 days following termination, after which it may be securely deleted, unless alternative arrangements are made.
11. Offboarding
Upon termination of this Agreement, we will provide you with all client-related data in a structured and commonly used format. However, certain system components, including but not limited to workflows, configurations, and automation processes developed during our engagement, are proprietary to ato.solutions and cannot be transferred. You will need to make alternative arrangements to manage any ongoing system requirements.
12. Client Data and Confidentiality
We recognize the importance of the data you entrust to us, including data related to your clients that may be managed through the platform. All data you provide or that is collected during the course of delivering the services will be handled in compliance with applicable data protection regulations, including but not limited to the Data Protection Act 2018 and the EU law retained version of the General Data Protection Regulation (EU) (2016/679).
We will process client data solely for the purpose of delivering the services under this Agreement and will not use or share this data for any other purpose without your explicit consent, unless required by law.
You have the right to request a copy of your data at any time during the term of this Agreement. This includes, but is not limited to, contact information, opportunity data, system logs, and other relevant data managed on the platform. We will provide this data in a structured and commonly used format within a reasonable timeframe upon receiving your request.
13. The Relationship Between You and Us
This Agreement does not create a partnership, joint venture, or employer-employee relationship between you and us. Our role is that of an independent contractor, and we retain control over the manner in which the services are performed. You agree that we are not your agent and do not have authority to bind you in any capacity.
14. Subcontracting
We may subcontract certain elements of the services to ensure you receive the best possible service. However, we remain fully responsible for the performance of any subcontracted services as if they were our own.
15. Restrictions
You agree not to approach, solicit, or engage any of our employees, contractors, or freelancers during the term of this Agreement and for a period of two years thereafter without our prior written consent. Breaching this clause will result in a compensatory payment equivalent to the individual’s annual remuneration.
16. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement due to unforeseen circumstances beyond its reasonable control, such as natural disasters, government regulations, or third-party service disruptions.
17. General
Notices: If you or we wish to give a notice to the other under this Agreement, they must give it in writing and send it by email. You can email us at [email protected] and we will use the email address associated with your account. Delivery by email will be regarded as completed at the time of transmission. This arrangement does not apply to the service of any documents in legal proceedings.
No Waiver: Delay in exercising a right under this Agreement will not take away that right or any other right.
Severance: The provisions of this Agreement are severable and distinct from one another, and, if at any time any of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the others shall not in any way be affected or impaired thereby.
Third Party Rights: No one other than you and us shall have any rights under this Agreement.
Entire Agreement: This Agreement constitutes the entire agreement between you and us and supersedes any other contract, agreement, or representation made between you and us.
No Reliance: Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Governing Law and Jurisdiction: This Agreement is governed by the laws of England and Wales. All disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.