Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of Meridian Cloud ("the Service"), an IT management platform operated by TwelveSides Technologies Ltd ("TwelveSides", "we", "us", or "our"), a company registered in England and Wales.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service. If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2. Service Description

Meridian Cloud is a unified IT management platform that brings together voice, endpoint, desktop, identity, security, data protection, service desk, monitoring, intelligence, and automation into a single platform. The Service is designed for IT teams and managed service providers (MSPs) to manage their entire IT stack from one place.

The Service connects to your existing tools and services (including Microsoft 365 via the Microsoft Graph API) to aggregate, normalise, and present your data in a unified view. The Intelligence module provides AI-powered insights and recommendations using Azure AI Foundry.

3. Definitions

In these Terms:

• "Account" means your registered account on Meridian Cloud.
• "Customer" means the individual or organisation that has agreed to these Terms.
• "Customer Data" means any data, content, or information uploaded, submitted, or transmitted by you through the Service, including data synced from connected services such as Microsoft 365.
• "Authorised Users" means individuals authorised by the Customer to access the Service under the Customer's Account.
• "Subscription" means the paid plan selected by the Customer.
• "Modules" means the functional components of the Service, including but not limited to Voice, Endpoint, Desktop, Identity, Secure, Protect, Service, Monitor, Intelligence, and Automations.

4. Account Registration and Eligibility

To use the Service, you must create an Account. You agree to:

• Provide accurate, current, and complete information during registration.
• Keep your Account information up to date.
• Maintain the confidentiality of your Account credentials.
• Accept responsibility for all activities that occur under your Account.

You must be at least 18 years of age and have the legal authority to enter into these Terms. The Service is intended for business use only.

You must notify us immediately at hello@meridiancloud.tech if you become aware of any unauthorised use of your Account or any other breach of security.

5. Acceptable Use Policy

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription term.

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Attempt to gain unauthorised access to the Service, other accounts, or computer systems or networks connected to the Service.
• Use the Service to transmit any malware, viruses, or other harmful code.
• Resell, sublicence, or otherwise make the Service available to third parties except as expressly permitted under an MSP plan.
• Use the Service in a manner that exceeds reasonable usage or places an unreasonable burden on our infrastructure.
• Use automated tools (scrapers, bots) to extract data from the Service except through our published APIs.
• Attempt to circumvent any usage limits, access controls, or security measures.

We reserve the right to suspend or terminate your access if you breach this acceptable use policy, with or without notice depending on the severity of the breach.

6. Data Handling and Privacy

We process personal data in accordance with our Privacy Policy and applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where we process personal data on your behalf as a data processor, the terms of our Data Processing Agreement apply. The DPA forms part of these Terms.

You retain all ownership rights in your Customer Data. By connecting your services to Meridian Cloud, you grant us a limited licence to access, process, and store that data solely for the purpose of providing the Service to you. Microsoft 365 data is accessed via the Microsoft Graph API on a read-only basis.

You are solely responsible for the accuracy, quality, and legality of your Customer Data and for ensuring you have the necessary consents and authorisations to share that data with the Service.

7. Subscriptions and Billing

The Service is offered on a subscription basis. Subscription fees are charged in advance on a monthly or annual basis depending on your chosen billing cycle. All fees are quoted in British Pounds Sterling (GBP) unless otherwise stated.

Payment is processed securely by Stripe. You authorise us to charge your designated payment method for all fees due. If your payment method fails, we will notify you and may suspend your access to the Service if payment is not received within 7 days.

We reserve the right to change our pricing at any time. We will provide at least 30 days' notice before any price changes take effect. Price changes will apply from the start of your next billing cycle. Continued use of the Service after a price change constitutes acceptance of the new pricing.

All fees are exclusive of VAT, which will be charged where applicable.

8. Free Trial

We offer a 14-day free trial of the Service. During the free trial, you will have access to all modules and features at no charge. No credit card is required to start a trial.

At the end of the 14-day trial period, your access will be suspended unless you subscribe to a paid plan. Your data will be retained for 30 days after the trial ends. If you do not subscribe within that period, your data may be permanently deleted.

We reserve the right to modify or discontinue the free trial at any time without notice. The free trial is limited to one trial per organisation.

9. Cancellation and Refund Policy

You may cancel your Subscription at any time through the account settings in the Service or by contacting us at hello@meridiancloud.tech.

• Monthly subscriptions: Cancellation takes effect at the end of the current billing period. You will continue to have access until then. No refunds are provided for partial months.
• Annual subscriptions: Cancellation takes effect at the end of the current annual term. You may request a pro-rata refund for unused full months remaining on the annual term, provided the request is made within 30 days of cancellation.

Upon cancellation, we will make your Customer Data available for export for a period of 30 days. After this period, we may permanently delete your Customer Data in accordance with our data retention policies.

10. Service Level Agreement

We target 99.9% uptime for the Service, measured on a calendar-month basis, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 48 hours in advance where possible.

If we fail to meet the 99.9% uptime target in any calendar month, Enterprise and MSP Enterprise customers may request a service credit in accordance with the terms of their Subscription plan.

The uptime target does not apply to:

• Scheduled maintenance windows.
• Downtime caused by factors outside our reasonable control (force majeure), including internet connectivity issues, third-party service outages, or natural disasters.
• Downtime caused by your equipment, software, or network connections.
• Downtime resulting from your breach of these Terms.

11. Limitation of Liability

To the fullest extent permitted by applicable law:

• The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• In no event shall TwelveSides Technologies Ltd be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses.
• Our total aggregate liability arising out of or in connection with these Terms or the Service shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

12. Intellectual Property

The Service, including all software, design, text, graphics, logos, and other content (excluding Customer Data), is owned by TwelveSides Technologies Ltd and is protected by copyright, trademark, and other intellectual property laws.

Nothing in these Terms transfers any ownership of our intellectual property to you. The Meridian Cloud name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TwelveSides Technologies Ltd.

You may not use our trademarks without our prior written consent, except as necessary to refer to the Service in a factual manner.

13. Indemnification

You agree to indemnify, defend, and hold harmless TwelveSides Technologies Ltd and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, or your infringement of any third-party rights.

14. Changes to These Terms

We reserve the right to update these Terms at any time. We will provide at least 30 days' notice of material changes by email to the address associated with your Account or through a prominent notice in the Service.

The updated Terms will indicate the new effective date. Your continued use of the Service after the new effective date constitutes acceptance of the updated Terms. If you do not agree with the updated Terms, you must stop using the Service and cancel your Subscription.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating any formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

16. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy, Data Processing Agreement, and any applicable order form, constitute the entire agreement between you and TwelveSides Technologies Ltd regarding the Service.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

Notices. Any notices required or permitted under these Terms shall be sent to hello@meridiancloud.tech or to the email address associated with your Account.

Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party.

17. Contact Information

If you have any questions about these Terms, please contact us:

TwelveSides Technologies Ltd
Email: hello@meridiancloud.tech
Website: meridiancloud.tech