Terms of Service

1. Scope and how the agreement fits together

These Terms of Service (“Terms”) are issued by DIGIUSHER LIMITED, a company registered in England and Wales under number 14620155, registered office London, United Kingdom (“DigiUsher”, “we”, “us”).

They apply in two situations:

• Website use. They govern your use of digiusher.com and its subdomains, including documentation, whether or not you become a customer.
• Platform use. They form the baseline terms on which the DigiUsher platform is licensed, where no separate signed agreement is in place.

Where a customer has executed a SaaS Services Agreement, Master Services Agreement or Order Form with DigiUsher, or has purchased through a cloud marketplace or partner under agreed terms, that document governs and prevails over these Terms to the extent of any inconsistency. Where a Data Processing Agreement is in place, it prevails on all matters of personal data processing. Nothing in these Terms reduces rights a customer has under a signed agreement.

By accessing the website or using the platform you accept these Terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind it.

2. Definitions

Platform

The DigiUsher Technology Value Realisation platform, including its ingestion engine, FOCUS data store, allocation engine, optimisation pipeline, dashboards, APIs, MCP endpoint, and all modules made available to the Customer.

Customer Data

All data submitted to, or collected by, the Platform on the Customer's behalf, including cost and usage records, telemetry, metadata, configuration and any personal data contained within it.

FOCUS

The FinOps Open Cost and Usage Specification, an open standard schema maintained by the FinOps Foundation, into which the Platform writes cost records at ingestion.

Deployment Model

One of SaaS, Dedicated Managed SaaS, or Bring Your Own Cloud (BYOC), as specified in the applicable Order Form.

Tier

The agreed annual consumption band, determined by the scale of the technology estate under management, which sets the licence fee.

Authorised User

An individual the Customer permits to access the Platform under the Customer's account.

Documentation

The technical documentation published at docs.digiusher.com, as updated from time to time.

Order Form

Any ordering document, marketplace private offer, or partner order executed by or on behalf of the Customer that references the Platform.

3. Licence grant

Subject to these Terms and payment of applicable fees, DigiUsher grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Platform during the term, for the Customer’s internal business purposes, in accordance with the Documentation and the applicable Order Form.

The licence covers the whole Platform at every Tier. We do not gate capability to force an upgrade: Tiers differ by estate scale, support commitment and available Deployment Models, not by withholding features. Users are not counted or charged individually, because cost accountability only works if everyone who needs the truth can see it.

4. Restrictions

The Customer shall not, and shall not permit any third party to:

1. copy, modify, translate or create derivative works of the Platform, except as expressly permitted;
2. reverse engineer, decompile or disassemble the Platform, or attempt to derive its source code, except to the extent such restriction is prohibited by applicable law;
3. make the Platform available to any third party other than Authorised Users, including by timesharing, service bureau, or resale, except under an executed partner or reseller agreement;
4. remove, obscure or alter any proprietary notice, mark or attribution;
5. use the Platform to build, train or improve a competing product or service, or to develop a substantially similar offering;
6. circumvent or attempt to circumvent any usage limit, access control, authentication mechanism or security feature;
7. introduce malicious code, or use the Platform to store or transmit unlawful, infringing or harmful material;
8. conduct penetration testing, load testing or vulnerability scanning against DigiUsher-managed infrastructure without prior written consent (testing your own BYOC deployment inside your own environment requires no consent);
9. publish or disclose benchmark or performance test results relating to the Platform without DigiUsher’s prior written consent, which will not be unreasonably withheld.

5. Deployment models

The Platform is offered in three Deployment Models with 100% feature parity. The choice materially affects where data resides and the parties’ respective legal roles.

Under BYOC, DigiUsher receives only limited operational telemetry (version, uptime and aggregated error rates) for support and service-commitment purposes. We do not use it to identify individuals or to re-identify aggregated data. See the Privacy Policy for detail.

6. Customer obligations

The Customer is responsible for:

• the accuracy, legality and quality of Customer Data, and for having the rights necessary to submit it to the Platform;
• obtaining any consents or providing any notices required under applicable data protection law before submitting personal data;
• configuring and securing the cloud, data platform and AI accounts it connects, and for the credentials and permissions it grants;
• maintaining the confidentiality of Authorised User credentials and promptly notifying DigiUsher of any suspected compromise;
• the acts and omissions of its Authorised Users as if they were its own;
• in a BYOC deployment, operating and securing the infrastructure on which the Platform runs, and applying updates DigiUsher makes available within a reasonable period.

The Customer shall not submit special category personal data to the Platform. The Platform is not designed to process it, and configuring tags or metadata that introduce it is the Customer’s responsibility to identify and remediate.

7. Customer data and ownership

The Customer owns all Customer Data at all times. DigiUsher acquires no ownership interest in it. The Customer grants DigiUsher a limited, non-exclusive licence to host, process, transmit and display Customer Data solely as necessary to provide, support and secure the Platform, and for no other purpose.

Specifically, and without qualification:

• We do not use Customer Data to train, fine-tune or evaluate machine learning models.
• We do not aggregate Customer Data into benchmark, index or market-intelligence products.
• We do not sell, licence or disclose Customer Data to any third party except as an authorised sub-processor strictly requires to provide the Platform, or where compelled by law.
• We do not ingest AI prompt text, model responses, tool-call payloads or source code bodies at all. These are discarded at the ingestion boundary by architectural rule, not by configuration.

Because the Platform is FOCUS-native, Customer Data is written to an open, vendor-neutral specification. That is a deliberate commercial position as much as a technical one: the Customer’s cost dataset should remain usable if the Customer leaves.

8. Intellectual property

DigiUsher and its licensors retain all right, title and interest in the Platform, including its ingestion engine, FOCUS conformance layer, allocation and attribution mechanisms, optimisation pipeline, user interfaces, Documentation, and all associated intellectual property rights. No rights are granted other than the express licence in clause 3.

Feedback. If the Customer provides suggestions or feedback, DigiUsher may use it to improve the Platform without obligation or attribution. This does not give DigiUsher any right to Customer Data or Customer Confidential Information.

Usage analytics. DigiUsher may collect and use aggregated, anonymised statistical information about Platform operation and feature usage to maintain and improve the service. Such information will never identify the Customer, its Authorised Users, or any Customer Data, and will not be published in a manner from which the Customer could reasonably be identified.

Publicity. Neither party will use the other’s name, logo or trade marks in external publicity without prior written consent. Consent given for a specific case is not general consent.

9. Optimisation recommendations and governed automation

This clause records an important limitation on what the Platform does, deliberately.

The Platform generates optimisation recommendations, each with a severity, an estimated saving and its supporting evidence. Where the Customer enables the governed workflow automation, an accepted recommendation is raised as a pull request against the Customer’s own repository.

• The pipeline holds no write credentials to Customer infrastructure. It cannot apply a change.
• Only the Customer’s review, approval and its own deployment process apply any change. No cost optimisation is ever applied silently.
• Recommendations are advisory. Estimated savings are estimates. The Customer remains responsible for assessing the operational, performance, availability and security impact of any change before approving it.
• DigiUsher is not liable for the consequences of a change the Customer chose to approve and deploy, save to the extent the recommendation was generated negligently and the loss was not reasonably avoidable by the Customer’s own review.

Forecasts, anomaly alerts and unit-economic metrics are similarly decision-support outputs, not guarantees. Where data coverage is partial the Platform states so on the same screen, for example traced coverage alongside a cost-per-output metric, and the Customer should read those qualifiers as part of the output.

10. AI-assisted features

The Platform includes AI-assisted capability, including an MCP endpoint permitting the Customer’s own AI assistants to query cost and value data conversationally.

• Access control is inherited. An AI assistant querying via MCP receives exactly the permissions of the individual asking, and never more.
• Where the Customer connects a third-party AI assistant, that assistant is the Customer’s chosen processor and its terms govern what it does with the response.
• AI-generated summaries and answers may contain errors. They are decision-support output and should not be relied upon as the sole basis for a material financial or operational decision.
• DigiUsher does not use Customer Data to train models. See clause 7.

11. Fees and payment

• Model. A flat annual subscription fee set by the agreed Tier. Never a percentage of the Customer’s cloud or technology spend. Fees do not increase because the Customer’s bill grows within its Tier.
• Tier movement. Tiers move in both directions at renewal. Growth beyond a Tier boundary increases the fee marginally and contractually; contraction below a boundary re-tiers downward.
• Invoicing. Annually in advance unless the Order Form states otherwise. Implementation and training fees, where applicable, are charged separately and one-time.
• Payment terms. Within 30 days of invoice date, in the currency stated.
• Late payment. Interest accrues at 4% per annum above the Bank of England base rate, or the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, whichever DigiUsher elects. DigiUsher may suspend access after 30 days’ written notice of continued non-payment.
• Taxes. Fees are exclusive of VAT and any other applicable taxes, duties or withholdings, which are the Customer’s responsibility. Where withholding tax applies, the Customer shall gross up so that DigiUsher receives the amount it would have received absent the withholding.
• No set-off. Payment shall be made without deduction or set-off except as required by law.

12. Marketplace and partner procurement

The Platform may be procured through several routes, and the route affects the contracting chain:

• AWS Marketplace. The licence draws down the Customer’s Enterprise Discount Program commitment. AWS Marketplace terms apply to the transaction mechanics.
• Azure Marketplace. The licence counts toward the Customer’s Microsoft Azure Consumption Commitment. Microsoft marketplace terms apply to the transaction mechanics.
• Through a Global System Integrator. Where a partner resells under a Consulting Partner Private Offer or its own paper, the partner is the Customer’s counterparty for commercial terms and services. DigiUsher’s minimum licence terms are incorporated into the end-customer arrangement regardless of route.

Where the Customer contracts with a partner rather than with DigiUsher, the Customer’s commercial remedies lie against that partner. DigiUsher’s obligations in respect of the Platform itself, and the licence terms governing its use, continue to apply.

13. Support and availability

• Standard support is provided by email and web during business hours, 8×5 GMT. Enhanced support commitments, where purchased, are stated in the Order Form.
• Any service-level commitment, and the credits available if it is missed, are set out in the applicable Order Form or service-level schedule. Service credits are the Customer’s sole financial remedy for availability shortfalls.
• DigiUsher may perform scheduled maintenance, giving reasonable advance notice where it is likely to affect availability, and emergency maintenance without notice where necessary to protect security or integrity.
• DigiUsher may modify or improve the Platform provided it does not materially reduce core functionality during a paid term. Where a material adverse change to core functionality is unavoidable, DigiUsher will give reasonable notice and the Customer may terminate the affected services without penalty.
• In a BYOC deployment, availability depends on infrastructure the Customer operates, and DigiUsher’s availability commitments apply only to the software as delivered.

14. Confidentiality

Each party may receive information the other treats as confidential, including the Platform’s technical architecture and DigiUsher’s pricing on the one hand, and Customer Data and the Customer’s cost and commercial information on the other.

• Each party shall use the other’s Confidential Information only for the purposes of the agreement, and shall protect it with at least the care it applies to its own confidential information of similar importance.
• Disclosure is permitted only to personnel and professional advisers who need to know and are bound by equivalent obligations.
• Obligations do not apply to information that is or becomes public without breach, was known before disclosure, is independently developed, or is lawfully received from a third party without restriction.
• Disclosure compelled by law or a regulator is permitted, with prior notice to the other party where lawful.
• Confidentiality obligations survive for five years after termination, and indefinitely in respect of trade secrets and source code.

15. Warranties and disclaimer

DigiUsher warrants that:

• it has the right and authority to grant the licence in clause 3;
• the Platform will perform materially in accordance with the Documentation during the term;
• it will provide the services with reasonable skill and care, in accordance with good industry practice;
• it maintains SOC 2 Type II attestation and the security measures described in the Trust Center and any applicable Data Processing Agreement;
• it will not knowingly introduce malicious code into the Platform.

The Customer warrants that it has the right to submit Customer Data to the Platform, that its use will comply with applicable law, and that it has obtained any consents required under data protection law.

Disclaimer. Except as expressly stated in these Terms or a signed agreement, the Platform is provided “as is”. To the fullest extent permitted by law DigiUsher disclaims all other warranties, express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. DigiUsher does not warrant that the Platform will be uninterrupted or error-free, that every cost anomaly will be detected, that a forecast will prove accurate, or that a stated saving will be realised. Savings depend on changes the Customer chooses to make and on third-party provider pricing outside DigiUsher’s control.

16. Indemnities

By DigiUsher. DigiUsher shall defend the Customer against any third-party claim that the Platform, used in accordance with these Terms, infringes that third party’s intellectual property rights, and shall indemnify the Customer against damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from modification of the Platform by anyone other than DigiUsher, from combination with items not supplied by DigiUsher where the claim arises from the combination, or from use contrary to these Terms or the Documentation. DigiUsher may, at its option, procure the right to continue use, modify the Platform to make it non-infringing, or terminate the affected services and refund pre-paid unused fees.

By the Customer. The Customer shall indemnify DigiUsher against third-party claims arising from Customer Data, from the Customer’s breach of clause 6, or from use of the Platform in breach of applicable law.

Each indemnity is conditional on the indemnified party giving prompt notice, granting the indemnifying party control of the defence and settlement (provided no settlement imposes a non-indemnified obligation without consent), and providing reasonable cooperation at the indemnifying party’s cost.

17. Limitation of liability

Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the statutory obligations as to title implied by law; or any other liability that cannot lawfully be excluded or limited.

Subject to that paragraph:

1. Aggregate cap. Each party’s total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim. Where no fees have yet been paid, the cap is the fees payable for the first twelve months under the applicable Order Form.
2. Excluded losses. Neither party shall be liable for: loss of profit, revenue or anticipated savings; loss of business or business opportunity; loss of goodwill or reputation; loss or corruption of data (save for DigiUsher’s obligations regarding Customer Data under clause 7); or any indirect, consequential, special or punitive loss, in each case however arising and whether or not foreseeable.
3. Cost outcomes. DigiUsher is not liable for the amount of any cloud, AI, data platform or other third-party charge incurred by the Customer, nor for any saving not achieved, nor for any decision the Customer takes on the basis of Platform output. Those charges are levied by third parties under the Customer’s own agreements, and those decisions remain the Customer’s.
4. Service credits. Where a service-level commitment applies, service credits are the Customer’s sole and exclusive financial remedy for failure to meet it, and are capped at 10% of the monthly fee for the affected period.
5. Indemnities. The cap in paragraph 1 does not apply to the Customer’s payment obligations, or to either party’s indemnity obligations under clause 16, which are capped at 125% of the aggregate cap.
6. Allocation of risk. The Customer acknowledges that these limitations reflect a deliberate allocation of risk between the parties and are reflected in the fees charged.

18. Term, renewal and termination

• Term. The initial term is as stated in the Order Form, typically 12 or 24 months, commencing on the effective date.
• Renewal. The term renews automatically for successive twelve-month periods unless either party gives written notice not less than 90 days before the end of the then-current term.
• Termination for breach. Either party may terminate on written notice if the other commits a material breach and fails to remedy it within 30 days of written notice specifying the breach.
• Immediate termination. Either party may terminate immediately on the other’s insolvency, administration, liquidation, or cessation of business; and DigiUsher may terminate immediately for the Customer’s material misuse of the Platform in breach of clause 4 where such misuse threatens DigiUsher’s intellectual property or another customer’s security.
• Suspension. DigiUsher may suspend access where necessary to prevent material harm to the Platform, to other customers, or to comply with law, for the minimum period necessary and with notice as soon as reasonably practicable.
• Effect. On termination the licence ends and the Customer shall cease use. Fees for the remainder of a committed term remain payable unless termination is for DigiUsher’s material breach, in which case DigiUsher shall refund pre-paid unused fees on a pro-rata basis.
• Survival. Clauses 7 (ownership), 8 (IP), 14 (confidentiality), 16 (indemnities), 17 (liability), 19 (exit), 22 (general) and 23 (law) survive termination, together with any other provision that by its nature should survive.

19. Exit and data return

A cost platform that makes leaving painful has a commercial interest in your inertia. We would rather not have one, so the exit terms are deliberately plain:

• On termination or expiry, at the Customer’s election, DigiUsher shall return all Customer Data in a commonly used machine-readable format (CSV or JSON, FOCUS-conformant), or securely delete it.
• Return or deletion completes within 30 days of termination; backup copies are overwritten within a further 60 days, and in no case later than 90 days in total.
• Written certification of deletion is provided on request.
• DigiUsher may retain Customer Data beyond that period only where required by law, and shall notify the Customer of the legal basis and retention period.
• Reasonable transition assistance is available on request at DigiUsher’s then-current professional services rates.
• In a BYOC deployment there is nothing for DigiUsher to return or delete, because the data never left the Customer’s environment. The Customer ceases to use the software and retains its own dataset.

20. Trials, proofs of value and free access

Where DigiUsher provides trial, proof-of-value, beta or other free access, it is provided “as is” with no warranty and no service-level commitment, may be modified or withdrawn at any time, and DigiUsher’s aggregate liability in respect of it is limited to £100 or the minimum amount permitted by law, whichever is greater. Clauses 4, 7, 8, 14 and 17 apply to such access. Data submitted during a trial may be deleted at its conclusion unless the Customer proceeds to a paid subscription.

21. Website and documentation use

• The website and Documentation are provided for information. Content may be viewed, downloaded and printed for internal business use, but not republished, resold, or presented as your own.
• Illustrative figures, dashboards and example datasets shown on the website are representative and do not constitute a performance guarantee, a forecast, or a promise of any particular saving.
• Comparative statements about other vendors reflect DigiUsher’s good-faith understanding at the date of publication, based on publicly available information. Third-party products change; verify current capability with the vendor concerned.
• Third-party names and trade marks are the property of their respective owners and are used for identification only. Their use does not imply endorsement.
• DigiUsher is not responsible for the content of external sites linked from the website.

22. General

• Entire agreement. These Terms, together with any Order Form, signed agreement and Data Processing Agreement, constitute the entire agreement and supersede all prior representations, save that nothing excludes liability for fraudulent misrepresentation.
• Variation. DigiUsher may update these Terms for prospective effect, giving notice by posting the revised version with an updated date. Material changes affecting an existing paid subscription take effect at the next renewal, unless the Customer agrees earlier.
• Assignment. Neither party may assign or novate without the other’s prior written consent, except that either party may assign to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all assets, on written notice.
• Change of control. Either party may terminate on 60 days’ written notice given within 60 days of becoming aware of a change of control of the other party.
• Subcontracting. DigiUsher may engage subcontractors and sub-processors to perform its obligations, and remains responsible for their performance.
• Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other and mitigates. If the event continues beyond 60 days, either party may terminate the affected services.
• Third-party rights. No person other than the parties has any right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.
• Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or severed, and the remainder continues in full force.
• No waiver. Failure or delay in exercising a right is not a waiver of it.
• Relationship. Nothing creates a partnership, joint venture, agency or employment relationship.
• Notices. Notices shall be in writing to DigiUsher’s registered office or to legal@digiusher.com, and to the Customer’s address or notice contact stated in the Order Form.
• Anti-bribery and sanctions. Each party shall comply with the Bribery Act 2010 and applicable anti-corruption, export control and sanctions laws, and shall not facilitate a transaction involving a sanctioned party.
• Counterparts and signature. An agreement may be executed in counterparts and by electronic signature, each of which is an original.

23. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by and construed in accordance with the law of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales. Where the Customer is established outside the United Kingdom, an alternative forum or governing law may be agreed in a signed agreement; absent such agreement this clause applies.

Before commencing proceedings, each party shall use reasonable endeavours to resolve the dispute by escalation to a senior representative of each party, meeting within 21 days of a written escalation notice. This does not prevent either party from seeking urgent injunctive relief at any time.

24. Contact

These Terms are provided for information and do not constitute legal advice. Customers negotiating an enterprise agreement should refer to the executed SaaS Services Agreement, Master Services Agreement or Order Form, which prevails over these Terms. DigiUsher recommends that both parties take independent legal advice before executing any agreement.