End User Licence Agreement

1. Scope and acceptance

This End User Licence Agreement (the Agreement) is between Maya Information Systems Ltd (we, us, our) and the organisation licensing the Software (you). It applies when you install, access or use the Software, including where you acquire it through Microsoft AppSource or the Microsoft commercial marketplace.

By installing or using the Software you accept this Agreement. If you are accepting on behalf of an organisation, you confirm you have authority to bind it. If you do not accept, do not install or use the Software.

This Agreement applies whether or not a fee is payable for the Software, including where you obtain it at no charge, on trial, or through an evaluation arrangement.

2. Definitions

Software means the Enquiry 360 application distributed by us as a Microsoft Dataverse solution, including its data model, web resources, code, forms, business logic and accompanying documentation, and any updates we supply.

Data Model means the configuration model within the Software: the tables, columns, relationships, option sets and structures by which forms, pages, fields, validation, navigation rules, lookup behaviour, information panels and handoff rules are expressed, together with the selection and arrangement of those components.

Your Configuration means the content of the forms, pages, fields, rules, wording and settings you create or maintain using the Data Model, excluding the Data Model itself.

Your Data means the enquiry records, transcripts, reporting data and other content created or stored through your use of the Software.

Voice Agent means the Enquiry 360 AI Voice Agent, a separate product described in section 9.

3. Licence granted to you

Subject to this Agreement and, where fees are payable, to your payment of them, we grant you a non-exclusive, non-transferable, non-sublicensable licence, for the duration of your subscription, to:

• install the Software into Microsoft Dataverse environments within your own Microsoft tenant;
• use it for your own internal business purposes, and to deliver your own services to your own customers, citizens, patients, clients or other end users;
• configure it using the Data Model; and
• permit your personnel, and contractors acting on your behalf and bound by obligations no less protective than this Agreement, to use it on your behalf.

The licence is limited to the number of users, environments or other units stated in your order, your marketplace subscription, or the applicable Microsoft licensing terms. We may ask you, no more than once a year and on reasonable notice, to confirm in writing the number of users accessing the Software. We do not require access to your systems for this. If the confirmation shows use in excess of your licensed entitlement, you will within 30 days either reduce use to the licensed level or purchase the additional entitlement at our then-current rates.

A managed service provider, outsourcer or agent operating the Software on behalf of a licensed organisation is permitted, provided the licensed organisation remains responsible for compliance with this Agreement. Before such a party accesses the Software, you will procure that it enters into a direct written undertaking with us, in the form we reasonably require, agreeing to be bound by sections 4, 5 and 6. We will not unreasonably withhold or delay approval, and we will not charge for it. Operating the Software as a service for organisations that do not hold their own licence is not permitted without our written agreement.

4. What you may not do

Except to the extent that applicable law expressly permits it despite this Agreement, you may not:

• copy, reproduce, distribute, publish, rent, lease, lend, sell, sublicense or otherwise make the Software available to any third party;
• modify the components we supply, or create any adaptation, translation or derivative work based on the Software or on the Data Model;
• reproduce or reimplement the Data Model, or a substantial part of it, in any other system, whether or not that system uses the same names, technology or platform;
• for as long as this Agreement is in force and for three years after it ends, use the Software or the Data Model to develop, or knowingly to assist a third party to develop, a product or service that performs substantially the same function as the Software;
• reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except and only to the extent that applicable law expressly permits despite this restriction, including the rights preserved by sections 50A, 50B and 50BA of the Copyright, Designs and Patents Act 1988 and any equivalent provision under the law applicable to you;
• use the Software or the Data Model, or any part of either, to train, fine-tune or otherwise develop any artificial intelligence or machine learning model or system, or make either available to a third party for that purpose;
• configure or use the Software to make, or to deliver, automated decisions that produce legal effects concerning an individual or that similarly significantly affect them, including eligibility determinations, refusals of service or benefit, and adverse assessments. The Software is supplied for the capture and routing of enquiries;
• remove, obscure or alter any copyright, trade mark or other proprietary notice, including any notice held in the description or metadata of any component of the Software; or
• use the Software unlawfully, or in a way that infringes the rights of others.

Configuring the Software as section 3 permits, including creating your own tables, columns, views, reports and automations that use it, is not a modification or an adaptation for the purposes of this section.

Nothing in this section restricts you from evaluating, purchasing or using any other product or service, from applying the general skill and knowledge your personnel acquire in the ordinary course of using the Software, or from independently developing any system without use of the Software or the Data Model. Nothing in this section restricts what you do with Your Data or Your Configuration, including analysing them using artificial intelligence or machine learning tools of your choosing, or processing carried out by Microsoft platform services within your own tenant that you have not directed at the Software or the Data Model for that purpose. Nothing in this section restricts any act you are entitled to perform under sections 50A, 50B, 50BA or 29A of the Copyright, Designs and Patents Act 1988, and this section applies only to the extent that it does not do so. The restrictions in this section are directed at the reproduction and adaptation of the Software and of the Data Model, and not at your understanding of the ideas and principles underlying them.

Each restriction in this section is a separate and independent obligation. These restrictions survive termination of this Agreement. A breach of this section is a material breach that cannot be remedied by later compliance alone. You acknowledge that a breach of this section, or of section 5, may cause us harm that cannot adequately be remedied in damages, and that we may seek injunctive or other equitable relief in addition to any other remedy.

5. Ownership and the data model

The Software is licensed, not sold. We and our licensors retain all right, title and interest in and to the Software, including all intellectual property rights in it. All rights not expressly granted in section 3 are reserved.

Enquiry 360 is a registered trade mark of Maya Information Systems Ltd (UK trade mark no. UK00003630167). This Agreement grants you no right to use our name, logo or trade marks, except that you may state factually that you use the Software.

If you give us feedback, suggestions or ideas about the Software, we may use them without restriction or obligation to you. You are not required to give us feedback.

6. Confidentiality

Each party will keep confidential any non-public information the other discloses which is identified as confidential or which a reasonable person would understand to be confidential from its nature or the circumstances of disclosure, use it only for the purposes of this Agreement, and disclose it only to those of its personnel, contractors and advisers who need it for that purpose and who are bound by obligations of confidence no less protective than this section.

Our confidential information includes the Data Model, its structure, the relationships between its components and the design decisions expressed in it. Your confidential information includes Your Data and Your Configuration.

These obligations do not apply to information that is or becomes public other than through breach of this section, that the receiving party already held free of any obligation of confidence, that it independently develops without use of the other's confidential information, or that it is required to disclose by law, by a court or regulator, or under freedom of information or transparency obligations. Where you are required to disclose and are lawfully able to tell us first, you will do so.

These obligations survive termination and continue for five years after it, and for as long as the information remains a trade secret.

7. Your data and your configurations

Your Data is yours. It is created in, and remains in, your own Microsoft Dataverse environment inside your own Microsoft tenant, under your own access controls and your own retention policy. In the ordinary operation of the Software we do not receive or store a copy of it.

Where you grant us access to your environment to assist with configuration, support or diagnosis, that access is granted by you, operates under your controls, and is revocable by you at any time. Section 8 and the Data Processing Terms govern any personal data we process during that access.

Your Configuration is yours. The particular forms, pages, fields, rules and wording you build belong to you, and you may take them with you. That means the content you author: your questions, your wording, your field definitions, your rules and your settings. You may export, retain and reuse that content freely, including in another system. It does not extend to the structure in which that content is expressed. The tables, columns, relationships, option sets and the way they fit together are the Data Model, they remain ours under section 5, and exporting your content gives you no right to reproduce that structure elsewhere.

Because the Software is installed in your own environment and Your Data and Your Configuration are already held there, they remain available to you if this Agreement ends, whatever the reason. There is nothing held by us that would need to be released to you.

8. Data protection

You are the controller for personal data processed through the Software. In the ordinary operation of the Software we are not a processor of that data, because it is created in and remains in your own tenant and is not transmitted to us.

Where you grant us access to your environment for configuration, support or diagnosis, and we process personal data on your behalf in doing so, we act as your processor for that activity and the Data Processing Terms apply. Those terms set out the subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subject, and our obligations under Article 28(3) of the UK GDPR.

Each party will comply with applicable data protection law in respect of the Software.

9. The AI Voice Agent

The Voice Agent is a separate product, licensed separately, and is not included in the Software distributed through Microsoft AppSource. Installing the Software does not licence the Voice Agent and does not entitle you to use it.

Where you licence the Voice Agent, it is supplied under separate terms provided with your order or addendum, it runs within your own Microsoft Azure subscription, and you pay Microsoft directly for the Azure consumption it uses. This Agreement applies to the Software only.

10. Microsoft platform and your responsibilities

The Software runs on Microsoft Dataverse and the Microsoft Power Platform. You are responsible for obtaining and maintaining the Microsoft tenant, subscriptions and licences it requires, and for the administration and security of your own environment, including user access, roles and permissions.

We are not responsible for the availability, performance, pricing or terms of Microsoft services, nor for any change Microsoft makes to them. Where you acquire the Software through Microsoft AppSource, Microsoft acts as our authorised representative for the sale and handles billing and payment, and the Microsoft Marketplace Terms of Use govern that process. The contract of sale, and the licence to use the Software, are between you and us under this Agreement.

You are responsible for compliance with the laws that apply to your use of the Software, including data protection law, the recording of telephone calls, and any obligation to tell people they are dealing with an automated system. The Software provides the means to meet those obligations; whether your configuration does so is your decision. See the Product Terms & Governance.

11. The nature of AI output

The Software uses artificial intelligence to interpret what a caller or user says. It is designed to validate values against the rules your configuration declares, to ask again rather than guess where an answer does not match, and to read values back to the caller before storing them where your configuration requires it.

It can still misinterpret. You are responsible for the configuration you deploy, including which fields are mandatory, which are validated, and which are confirmed back to the caller, and for reviewing captured data where accuracy is material to your process or to a person's interests. The Software is not a substitute for professional judgement and does not give advice of any kind.

12. Support and updates

We provide support as described in your order form or, where there is none, on a reasonable endeavours basis through info@enquiry360.com. Support covers the Software as supplied. It does not cover your Microsoft environment, your configuration choices, or software or services supplied by others.

We may issue updates, and may change, improve or discontinue features. Where a change would materially reduce the functionality you rely on, we will give you reasonable notice. You are responsible for applying updates within a reasonable period; we do not support indefinitely old versions.

13. Warranties

We warrant that we have the right to grant this licence, and that the Software will perform substantially in accordance with its documentation when installed in a supported Microsoft environment and used in accordance with that documentation.

If the Software does not meet this warranty and you tell us within 90 days of becoming aware of the failure, we will at our option correct it, supply a replacement, or refund the fees paid for the affected part of your subscription period. That is your sole remedy and our entire liability for breach of this warranty.

Subject to that, and to the fullest extent permitted by law, the Software is provided as is. We exclude all other warranties, conditions and representations, whether express or implied, including any implied term as to satisfactory quality or fitness for a particular purpose. We do not warrant that the Software will be uninterrupted, error free, or that it will capture every value correctly on every occasion.

14. Our intellectual property indemnity

We will defend you against any claim by a third party that the Software as supplied by us infringes that party's intellectual property rights, and will pay any damages finally awarded against you or agreed by us in settlement of such a claim. This is conditional on you telling us promptly in writing, giving us sole control of the defence and settlement, making no admission of liability, and giving us reasonable assistance at our cost.

This does not apply to any claim arising from Your Configuration, Your Data, modification of the Software by anyone other than us, combination of the Software with anything we did not supply where the claim would not have arisen without that combination, use outside the licence granted in section 3, the Microsoft platform or any other third-party service, or your continued use after we have told you to stop.

If the Software becomes, or we believe it may become, the subject of such a claim, we may at our option obtain the right for you to continue using it, modify or replace it so that it is no longer infringing, or terminate this Agreement and refund the fees paid for the unexpired part of your subscription period.

This section states your sole remedy and our entire liability for infringement of intellectual property rights. Our liability under this section is subject to the limit in section 15.

15. 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 or excluded.

Subject to that, and to the fullest extent permitted by law, neither party is liable for loss of profits, revenue, business, contracts, anticipated savings or goodwill, for loss or corruption of data, for business interruption, or for any indirect or consequential loss, in each case however arising and whether or not foreseeable.

Subject to the above, our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees payable for the Software in the twelve months immediately before the event giving rise to the claim.

You acknowledge that Your Data is created and held in your own Microsoft tenant under your own controls, backup arrangements and retention policy, that we hold no copy of it, and that responsibility for its preservation is accordingly yours.

The limits in this section do not apply to your liability for breach of section 4, or for infringement of our intellectual property rights.

16. Term and termination

This Agreement runs for as long as you hold a valid subscription to the Software.

Either party may terminate it if the other commits a material breach and fails to remedy it within 30 days of written notice. We may terminate it immediately on written notice if you breach section 4 or section 5.

On termination your licence ends and you must stop using the Software and uninstall the solution from your environments. Your Data and Your Configuration remain yours and remain in your tenant. Sections 2, 4, 5, 6, 7, 10, 11, 13, 15 and 17 survive termination, together with any other provision that by its nature is intended to survive.

17. General

Assignment. You may not assign or transfer this Agreement without our written consent, which we will not unreasonably withhold. We may assign it to a successor to our business.

Changes. We may update this Agreement. The version in force when you acquire your subscription applies for that subscription period. Where we change it, we will publish the new version here and give you at least 30 days' notice before your next renewal, using the contact details on your order or your Microsoft Marketplace subscription. If you do not accept the new version you may decline to renew. Each version remains available at its own permanent web address, and we will provide any superseded version on request.

Notices. A notice under this Agreement must be in writing and sent to us at info@enquiry360.com or at our registered office, and to you at the email or postal address in your order or your Microsoft Marketplace subscription record, or any address you have notified to us for this purpose. A notice sent by email is deemed received at the time of transmission if sent during business hours on a business day, and otherwise at 9am on the next business day. This does not apply to notices in legal proceedings.

Entire agreement. This Agreement, together with any order form and the documents it refers to, is the entire agreement between us about the Software and replaces any previous understanding. Neither party relies on any statement not set out in it, though nothing limits liability for fraudulent misrepresentation.

Waiver and severance. A failure to enforce any provision is not a waiver of it. If any provision is found unenforceable, the rest continues in force.

Third parties. No one other than you and us has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

Law and jurisdiction. This Agreement, and any dispute arising out of it or its subject matter, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

18. Contact us

Maya Information Systems Ltd
Prime Apartments, 483 Green Lanes, London, N13 4FG, United Kingdom
Company number 09055019
info@enquiry360.com