Terms of Service

1. Agreement to Terms

By accessing and using MetaGroups ("Service"), operated by MetaGroups Technology Ltd ("Provider", "we", "our", or "us"), you accept and agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

These Terms apply to all users, including organisations, administrators, managers, and end users. Where you have entered into a separately negotiated enterprise agreement with MetaGroups Technology Ltd, the terms of that agreement shall prevail to the extent of any conflict or inconsistency with these Terms.

Service Provider:
MetaGroups Technology Ltd
Company Number: 17132777
Registered Address: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

2. Description of Service

MetaGroups provides a cloud-based group management platform that:

• Synchronises with Microsoft Entra ID (formerly Azure Active Directory)
• Creates and manages dynamic group hierarchies
• Provides exception management for group memberships
• Maintains comprehensive audit trails
• Offers role-based access control
• Monitors staff counts automatically via Microsoft Entra synchronisation for billing and tier management purposes

We reserve the right to modify, suspend, or discontinue any part of the Service. Where any such modification would materially affect your use of the Service, we will provide at least 30 days' prior written notice.

3. Account Registration

3.1 Account Creation

To use the Service, you must:

• Create an account with accurate information
• Be at least 18 years old
• Have authority to bind your organisation
• Maintain the security of your account credentials during initial setup

3.2 Account Access — Single Sign-On

Once initial setup is complete, access to the MetaGroups platform is provided exclusively via Single Sign-On (SSO) using your organisation's existing Microsoft 365 credentials. Authentication is handled entirely by Microsoft's identity platform (Microsoft Entra ID). You are responsible for:

• Maintaining the security of your organisation's Microsoft 365 tenant and user accounts
• Ensuring access credentials are kept confidential and are not shared with unauthorised persons
• All activities that occur under your account
• Notifying us immediately of any unauthorised access or suspected security breach

3.3 Account Suspension and Termination by Us

We may suspend or terminate your account if you violate these Terms or engage in fraudulent, abusive, or illegal activities, in accordance with clause 13 below.

4. Subscription and Payments

4.1 Plans and Pricing

MetaGroups offers subscription plans based on your organisation's Staff Count (the total number of staff records automatically synchronised from your Microsoft Entra environment). Current pricing is as follows:

Staff Count	Group Count	Monthly Fee (exclusive of VAT)
Up to 500	Up to 250	£299.00
501 to 1,000	Up to 500	£599.00
1,001 to 2,000	Up to 1,000	£899.00
Over 2,000	Over 2,000	Custom pricing — contact us

All fees are exclusive of VAT. VAT will be charged at the applicable rate where applicable.

Pricing may be updated with not less than 30 days' prior written notice to existing customers, taking effect only from the commencement of the next renewal period.

4.2 Free Trial Period

We offer a 30-day free trial of the Service. No credit card is required during the trial period.

During the trial period:

• No fees are payable, no invoices will be raised, and no payment obligation arises
• Either party may cancel the trial at any time by giving the other not less than 14 days' prior written notice
• If no cancellation notice is given before the end of the 30-day trial period, your subscription will automatically transition to a paid subscription at the applicable monthly rate for your Staff Count tier from the day immediately following the expiry of the trial period

We will make reasonable efforts to remind you of the forthcoming transition to a paid subscription before the trial period expires.

14-Day Cancellation Right (Online Subscriptions)

If you subscribe to the Service online (including via our website or any online checkout process), you have the right to cancel your subscription within 14 days of the date on which your paid subscription commences (the "cooling-off period"), without giving any reason, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. To exercise this right, you must notify us clearly in writing (including by email to legal@metagroups.app) within the 14-day cooling-off period. Where you have requested that the Service commence during the cooling-off period and you subsequently exercise your right to cancel, you may be liable for a proportionate amount for the services provided up to the point of cancellation. This right applies to eligible consumers and micro-businesses and does not affect your other statutory rights.

4.3 Payment Terms

Subscriptions are billed:

• Monthly in advance in pounds sterling (GBP)
• Automatically renewed at the end of each monthly billing period unless cancelled in accordance with clause 13.1
• Payment is due within 14 days of the date of each invoice

4.4 Late Payment

If you fail to pay any sum due by the due date, we reserve the right to charge interest on the overdue amount at the rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until the date of actual payment.

4.5 Staff Count Monitoring and Tier Changes

Your applicable pricing tier is determined by reference to your Staff Count, which is monitored automatically and on an ongoing basis throughout your subscription using data pulled directly from your Microsoft Entra synchronisation.

Tier changes at renewal

Subject to the Material Change provision below, any change in pricing tier arising from a change in Staff Count will take effect only at the commencement of a renewal period, and only with your prior written consent. We will notify you of your applicable Staff Count and proposed pricing tier for the forthcoming renewal period no later than 30 days before the commencement of that renewal period.

Material Change — automatic tier uplift

If at any point during your subscription your Staff Count increases by more than 20% above the upper limit of your then-current pricing tier (a "Material Change"), we will notify you in writing. Where a Material Change occurs, your subscription will automatically move to the next applicable pricing tier, with the higher rate taking effect from the first day of the billing period immediately following the date of our written notification to you. No further consent is required in respect of a tier change triggered by a Material Change.

Tier reductions

Where your Staff Count decreases such that you would fall into a lower pricing tier, any such tier reduction will apply only at the commencement of your next renewal period, subject to your written request and our verification of the reduced Staff Count at that time.

5. User Responsibilities

5.1 Acceptable Use

You agree to:

• Use the Service lawfully and ethically
• Provide accurate information
• Not attempt to breach security
• Not reverse engineer, disassemble, decompile, or otherwise attempt to extract the source code of the Service
• Not copy, sublicence, resell, or distribute the Service to any third party
• Not use the Service for any unlawful, fraudulent, or harmful activity
• Not interfere with other users' use of the Service
• Not introduce any virus, malicious code, or harmful software into our systems or infrastructure

5.2 Your Data

You are responsible for:

• The accuracy, legality, integrity, and completeness of data you sync
• Having the necessary rights, licences, and consents for us to process your data in the manner contemplated by these Terms
• Compliance with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018
• Backing up critical data

5.3 Microsoft Entra Integration

You must:

• Have a valid Microsoft Entra ID subscription
• Provide the necessary permissions for synchronisation
• Ensure your Entra data is accurate
• Comply with Microsoft's terms of service
• Ensure the availability and proper functioning of your Microsoft 365 environment — we are not responsible for any failure or deficiency in the Service arising from any fault, misconfiguration, or unavailability of your Microsoft 365 environment

6. Intellectual Property

6.1 Our IP

MetaGroups and all related materials (including code, documentation, and designs) are the property of MetaGroups Technology Ltd and are protected by copyright, trade mark, and other intellectual property laws. You may not:

• Copy, modify, or create derivative works
• Reverse engineer the Service
• Remove any copyright or proprietary notices

6.2 Your IP

You retain all rights to your data. By using the Service, you grant us a limited, non-exclusive, royalty-free licence to:

• Store and process your data to deliver the Service
• Display your data to your authorised users
• Create backups strictly for disaster recovery purposes during your subscription

This licence terminates upon expiry or termination of your subscription, subject to our data deletion obligations in clause 13.3.

7. Data Privacy, Security, and Storage

All data is stored exclusively within the United Kingdom in Microsoft Azure data centres located in the UK South region. We do not store or process your data outside the United Kingdom.

Our sub-processors engaged in connection with the Service are:

• Microsoft Corporation — Cloud hosting and infrastructure (Microsoft Azure, UK South)
• Atlassian Corporation — Support platform hosting and management (Jira Service Management, United Kingdom)

Our full handling of your data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement entered into between us and your organisation. Both are incorporated into these Terms.

We implement enterprise-grade security measures including encryption in transit and at rest, role-based access controls, and regular security auditing. We will notify you of any actual or suspected security breach affecting your data within 48 hours of becoming aware of it.

8. Service Level Agreement

8.1 Uptime Commitment

We commit to using commercially reasonable endeavours to achieve 99.5% Uptime in each calendar month of your subscription. Uptime is calculated as:

Uptime (%) = ((Total Minutes in Month – Downtime Minutes) ÷ Total Minutes in Month) × 100

"Downtime" excludes:

• Scheduled Maintenance periods notified in accordance with clause 8.3
• Unavailability caused by an Uncontrollable Event (as defined in clause 16.5)
• Unavailability attributable to your own systems, network connections, internet access, or Microsoft 365 environment

8.2 Service Credits

Service credits are not offered under these Terms. Remedies for service failures are limited to those set out in clause 11 (Limitation of Liability).

8.3 Scheduled Maintenance

We may take the Service offline for scheduled maintenance from time to time. We will provide you with at least 7 days' prior written notice of any scheduled maintenance window. Wherever reasonably practicable, scheduled maintenance will be carried out outside of normal business hours (9.00 am to 5.30 pm, Monday to Friday, excluding public holidays in England and Wales).

9. Support

Support is provided to all subscribers via the following channels:

• Email support
• In-application support portal (Jira Service Management)

Support is available during normal business hours (9.00 am to 5.30 pm, Monday to Friday, excluding public holidays in England and Wales).

All support requests are assigned a priority level with the following target initial response times:

Priority	Description	Target Response Time
Urgent	Service wholly unavailable or critical function completely inaccessible, causing severe business disruption	2 hours
High	Major feature significantly impaired with no workaround available	4 hours
Medium	Function impaired but workaround available, or limited business impact	12 hours
Low	Minor issue, cosmetic defect, or general enquiry	24 hours

Response times are target times only, measured from receipt of the request during normal business hours. Requests received outside normal business hours are deemed received at the start of the next business day. We do not commit to specific resolution times.

10. Warranties and Disclaimers

10.1 Our Commitments

We warrant that:

• We will provide the Service with reasonable skill and care
• We will use commercially reasonable endeavours to achieve the Uptime commitment set out in clause 8.1
• We will comply with all applicable laws and regulations in the provision of the Service

10.2 Disclaimer

Save as expressly set out in clause 10.1, the Service is provided on the basis that we give no warranties of any kind, express or implied, including but not limited to:

• Merchantability or fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• That all defects will be corrected

11. Limitation of Liability

11.1 Exclusion of Indirect and Consequential Loss

To the maximum extent permitted by law, we shall not be liable to you for any:

• Loss of profits
• Loss of business or revenue
• Loss of anticipated savings
• Loss of goodwill or reputation
• Loss or corruption of data or information
• Any indirect, special, or consequential loss or damage of any nature

11.2 Aggregate Cap

Our total aggregate liability to you arising under or in connection with these Terms (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total fees paid or payable by you in the 12 months immediately preceding the date on which the relevant claim arose.

11.3 Exceptions

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot lawfully be limited or excluded

12. Indemnification

You agree to indemnify and hold us harmless from and against any claims, losses, liabilities, damages, costs, and expenses arising from:

• Your use of the Service in breach of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• The content or accuracy of data you submit to or sync through the Service

13. Termination

13.1 Cancellation by You

During the trial period: Either party may cancel at any time during the 30-day trial period by giving the other not less than 14 days' prior written notice. No fees will be payable in respect of the trial period.

During the subscription period: You may cancel your subscription at any time by giving us not less than 30 days' prior written notice. You may do so by contacting us at legal@metagroups.app or through your account settings.

14-day cooling-off period (online subscribers): If you subscribed online and your paid subscription has commenced within the last 14 days, you may cancel without penalty in accordance with clause 4.2 above.

At renewal: You may prevent automatic renewal by giving us not less than 30 days' written notice prior to the expiry of your then-current subscription period.

13.2 Termination by Us

We may terminate your account with immediate effect by giving written notice if you:

• Commit a material breach of these Terms and, where remediable, fail to remedy it within 30 days of written notice requiring you to do so
• Fail to pay fees due and do not remedy such failure within 14 days of written notice
• Are unable to pay your debts as they fall due, or steps are taken for your winding-up, administration, or bankruptcy
• Engage in fraudulent or illegal activities
• Pose a material security risk to us or to other users

13.3 Effect of Termination

Upon expiry or termination of your subscription for any reason:

• Your access to the Service ceases immediately
• You may request an export of your data at any time prior to the effective date of termination; we will use reasonable endeavours to make this available in a commonly used, machine-readable format within a reasonable time
• We will securely and permanently delete all of your data — including all backup copies — within 30 days of the effective date of termination, unless applicable law requires us to retain it for longer (in which case we will notify you of the nature and duration of the retention obligation and the data will not be processed for any other purpose)
• We will provide you with written confirmation of deletion upon request
• No refunds shall be due for any part of a monthly billing period already paid, save where the 14-day cooling-off right under clause 4.2 applies

14. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes via:

• Email notification
• Prominent notice in the Service
• Updated "Last modified" date

We will give you at least 30 days' notice of any material changes before they take effect. Continued use of the Service after that notice period constitutes your acceptance of the updated Terms. If you do not accept the changes, you may terminate your subscription in accordance with clause 13.1 before the changes take effect.

15. Governing Law and Disputes

15.1 Governing Law

These Terms are governed by, and construed in accordance with, the laws of England and Wales.

15.2 Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, the parties will attempt to resolve it through good faith negotiation for a period of at least 30 days. If the dispute cannot be resolved through negotiation, either party may refer it to the courts of England and Wales, which shall have exclusive jurisdiction to settle any such dispute.

15.3 Statutory Rights

Nothing in these Terms affects your statutory rights under applicable law.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any Data Processing Agreement entered into between us, constitute the entire agreement between you and MetaGroups Technology Ltd with respect to your use of the Service.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to agree a replacement provision that achieves the same commercial result as the deleted provision.

16.3 No Waiver

Failure to enforce any provision of these Terms at any time does not waive our right to enforce it later.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any member of our corporate group, or to any acquirer of all or substantially all of our business or assets, provided we give you prior written notice.

16.5 Uncontrollable Events

Neither party shall be in breach of these Terms, nor liable to the other, for any failure or delay in performance caused by any event, circumstance, or cause beyond that party's reasonable control, including but not limited to acts of God, flood, drought, earthquake, epidemic, terrorist attack, civil unrest, war, fire, explosion, strikes or other industrial disputes, failure of utility or telecommunications networks, acts or restrictions of any government or regulatory authority, or any interruption or failure of any third-party platform (including Microsoft Azure or Microsoft 365) outside the affected party's reasonable control ("Uncontrollable Event"). If such an Uncontrollable Event continues for more than 60 days, either party may terminate these Terms by giving the other 14 days' written notice.

16.6 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

17. Contact Information

For questions about these Terms:

MetaGroups Technology — Legal Department
Email: legal@metagroups.technology
Address: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ