Terms of Service

Version 1.0 — effective 15 October 2026

These terms form a contract between Neosphyr Ltd, a company registered in England and Wales with company number 17473213, whose registered office is at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom ("Neosphyr", "we", "us"), and the organisation that registers for or uses FloatSight (the "Customer", "you").

Please read them carefully. They limit our liability (clause 15), make you responsible for checking everything FloatSight produces before you rely on it (clause 7) and contain a promise not to bring claims against our individual people (clause 16).

1. Business use only

1.1 FloatSight is supplied only to businesses and other organisations, for use in the course of their trade, business, craft or profession. It is not offered to consumers.

1.2 By creating an account, accepting these terms or using the Service, the individual doing so confirms that they are at least 18 years old, that they act on behalf of the Customer named at registration and that they have authority to bind the Customer to these terms. If they do not have that authority, they personally accept these terms and the obligations of the Customer.

1.3 If you are a consumer, you must not use the Service. Any use by a consumer in breach of this clause is at that person's own risk.

2. Definitions

In these terms:

• "Agreement" means these terms together with the Acceptable Use Policy, the Data Processing Addendum, the plan or order you select and any documents expressly referred to in them.
• "Authorised User" means an employee, contractor or other individual whom you allow to use the Service under your account.
• "Customer Data" means the files, programmes, documents, text and other data that you or your Authorised Users upload to or create in the Service, including data derived from them.
• "Fees" means the subscription fees, credit packs and other charges for the Service.
• "Output" means any analysis, classification, warning, dashboard, report, answer, draft letter, draft notice, scenario or other result produced by the Service, whether by deterministic rules or by an artificial intelligence model.
• "Service" means the FloatSight web application at app.floatsight.com, its features, related support and documentation.
• "Subscription Term" means the trial period or paid subscription period, including renewals.

3. The Service

3.1 We will provide the Service to you for the Subscription Term in accordance with the Agreement, using reasonable care and skill.

3.2 We continually develop the Service. We may add, change or remove features, provided that we do not materially reduce the core functionality of a paid plan during a paid period without giving you at least 30 days' notice. If such a change is material and adverse to you, you may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid Fees for the unused period.

3.3 Features labelled "beta", "preview", "experimental" or similar, and any free trial, are provided "as is", may be withdrawn at any time and are excluded from any commitment in these terms other than our duty not to act fraudulently.

3.4 We aim for the Service to be available at all times but do not guarantee uninterrupted or error-free operation. Planned maintenance, emergency work and the availability of our hosting, storage, email and AI providers may cause interruptions.

4. Accounts and security

4.1 You are responsible for your Authorised Users, for all activity under your account and for keeping passwords and access secure. Each login is personal to one individual and must not be shared.

4.2 You must tell us promptly at support@floatsight.com if you become aware of any unauthorised access to your account.

4.3 You are responsible for deciding who has access to which projects, and for removing access when an Authorised User leaves your organisation or a project.

5. Customer Data

5.1 Ownership. You keep all rights in your Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data, and to have our sub-processors do so, only as needed to provide, secure and support the Service, to comply with law and as otherwise permitted by the Agreement.

5.2 Your rights to upload. You warrant that you have obtained all rights, licences, consents and permissions needed for us to process the Customer Data as contemplated by the Agreement. In particular, programmes, contracts, minutes and correspondence often belong to, or are confidential to, employers, clients, contractors or other third parties: you are solely responsible for making sure that uploading them to the Service does not breach any confidentiality obligation, licence, contract or law that binds you.

5.3 No sensitive data. You must not upload special category personal data, criminal offence data, payment card data, passwords to other systems or information that is classified or subject to security vetting or export control, unless we have agreed otherwise in writing.

5.4 Your copies. The Service is not a document management or archive system. You must keep your own copies and backups of all Customer Data, including the original programme files. We are not responsible for any loss of or damage to Customer Data except as set out in clause 15.

5.5 No monitoring. We do not review Customer Data and have no obligation to do so, but we may access it where needed to provide support you have requested, to keep the Service secure, to investigate a suspected breach of the Agreement or to comply with law.

5.6 AI training. We do not use Customer Data to train artificial intelligence models, and our AI provider's commercial terms do not permit it to train models on the content we send.

5.7 Aggregated data. We may collect and use technical and usage data about the operation of the Service (for example performance metrics, feature usage and error reports) and statistics that do not identify you or any individual, to operate, secure and improve the Service.

6. Acceptable use

6.1 You must comply, and ensure your Authorised Users comply, with the Acceptable Use Policy.

6.2 You must not, and must not allow anyone to: copy, resell, sublicense or provide the Service to third parties as a service; reverse engineer or decompile it, except to the extent the law expressly permits; access it to build a competing product; circumvent usage limits, AI credit limits or security controls; or use it in breach of any law or third-party right.

7. Outputs, AI and professional reliance

7.1 Decision support only. The Service is a decision-support tool. Outputs are generated automatically from the Customer Data you provide, using rules and, for some features, an artificial intelligence model. Outputs may be incomplete, out of date or wrong, including because of errors, omissions or ambiguities in the source files, in their extraction (especially from PDF documents) or in the model.

7.2 No professional advice. Outputs are not, and must not be relied on as, legal, contractual, engineering, programming, planning, quantity surveying, health and safety or other professional advice. In particular, contract review checks, notice and claim checks, draft notices, letters, time-bar and period calculations and any references to NEC, JCT, FIDIC or other contract forms are aids to your own review: they do not interpret your particular contract, its amendments or the law that applies to it.

7.3 Your responsibility. You are solely responsible for: (a) checking every Output against the source documents and your contract before using it; (b) all decisions, instructions, notices, submissions, claims, programmes, acceptances and communications you make or send, including whether and when to send them; (c) complying with time limits, notice requirements and conditions precedent under your contracts; and (d) obtaining professional advice where appropriate. Nothing in the Service sends any notice or communication to a third party on your behalf.

7.4 No guarantee of results. We do not warrant that use of the Service will identify every risk, delay, change or deadline, prevent any delay or loss, or result in any claim, extension of time or payment being granted.

7.5 AI provider. AI features send the relevant parts of your question and Customer Data to our AI provider for processing, as described in the Privacy Notice and the list of sub-processors. You may choose not to use the AI Programme Assistant.

8. Fees and payment

8.1 You will pay the Fees for the plan you select, in advance, in pounds sterling, using the payment method accepted at checkout. Payments are processed by our payment provider, Stripe; we do not store card details.

8.2 Subscriptions renew automatically for successive periods of the same length unless cancelled before the renewal date through your account settings or by email to support@floatsight.com. Cancellation takes effect at the end of the current paid period.

8.3 Fees are exclusive of VAT and other taxes, which you will pay where applicable.

8.4 Except as expressly stated in these terms or required by law, Fees and AI credits are non-refundable and unused AI credits expire at the end of the period stated in your plan.

8.5 We may change the Fees for future renewal periods by giving at least 30 days' notice before the renewal date.

8.6 If any amount is not paid when due, we may, after giving at least 7 days' notice, suspend access to the Service until payment is made, and we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Free trial

9.1 A free trial is available once per person and per business. It lasts for the period shown at sign-up. After it ends, projects stay readable for a further 30 days so that you can choose a plan or export your data, after which the Customer Data in the trial account is deleted.

9.2 Clause 3.3 applies to the trial. During a free trial our total liability is limited as set out in clause 15.3(b).

10. Intellectual property

10.1 We and our licensors own all rights in the Service, its software, design, documentation and templates, and in the format and presentation of Outputs. Except for the rights expressly granted in the Agreement, no rights are transferred to you.

10.2 Subject to payment of the Fees and compliance with the Agreement, you may use the Outputs for your internal business purposes and in your projects. As between you and us, you own the Customer Data contained in Outputs.

10.3 If you give us feedback or suggestions, we may use them freely without obligation to you.

10.4 Free public templates published on our website are provided "as is" for information, without any warranty that they are suitable for any particular contract or project.

11. Confidentiality

11.1 Each party will keep confidential the other party's confidential information received under the Agreement, use it only to perform or receive the Service and disclose it only to its employees, contractors, sub-processors and professional advisers who need to know it and are bound by equivalent obligations, or where required by law or a regulator.

11.2 Customer Data is your confidential information. The terms of the Agreement and the non-public aspects of the Service are ours.

11.3 This clause does not apply to information that is or becomes public other than through a breach of the Agreement, was lawfully known to the recipient before disclosure or is independently developed.

12. Data protection

12.1 Where we process personal data contained in Customer Data on your behalf, we act as your processor and the Data Processing Addendum applies and forms part of the Agreement.

12.2 We act as a controller of the personal data we collect to run our business, such as account, billing and support information, as explained in our Privacy Notice.

13. Warranties and disclaimers

13.1 Each party warrants that it has full power and authority to enter into the Agreement.

13.2 We warrant that we will provide the Service with reasonable care and skill. If the Service does not materially conform to this warranty, your sole and exclusive remedy, and our entire liability, is for us to use reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, for either party to terminate the affected subscription and for us to refund the prepaid Fees for the unused period.

13.3 Except as expressly set out in the Agreement, the Service and Outputs are provided "as is" and "as available", and all warranties, conditions and other terms implied by statute or common law, including as to satisfactory quality, fitness for a particular purpose, accuracy and non-infringement, are excluded to the fullest extent permitted by law.

14. Your indemnity

14.1 You will indemnify and keep indemnified Neosphyr and its directors, officers, employees and contractors against all losses, damages, costs (including reasonable legal fees) and liabilities arising out of or in connection with any claim by a third party that: (a) the Customer Data, or our processing of it in accordance with the Agreement, infringes that third party's rights or breaches any confidentiality obligation, contract or law; (b) arises from your or your Authorised Users' breach of clause 5.2, 5.3, 6 or the Acceptable Use Policy; or (c) arises from any decision, notice, submission, communication or omission made by you or on your behalf, whether or not it was based on an Output.

14.2 We will notify you promptly of any such claim, allow you to conduct its defence at your cost where you acknowledge your obligation to indemnify, and provide reasonable assistance at your expense.

15. Limitation of liability

15.1 What we do not exclude. Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

15.2 Excluded losses. Subject to clause 15.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

• loss of profit, revenue, business, contracts, goodwill or anticipated savings;
• loss of or corruption of data, except the reasonable cost of restoring data from your latest backup where the loss was caused by our breach;
• liquidated or delay damages, loss and expense, prolongation, disruption or acceleration costs, or any other loss arising from the delay, disruption or non-completion of any construction project or works;
• loss arising from any claim, compensation event, extension of time, change, notice or entitlement being missed, time-barred, under-valued, rejected or not made;
• loss arising from any decision, instruction, notice, submission or communication made on the basis of an Output;
• liability to any third party, including your clients, employers, contractors, subcontractors and funders; or
• special, indirect or consequential loss,

in each case whether or not the loss was foreseeable or we were told it was possible.

15.3 Cap. Subject to clauses 15.1 and 15.2, our total aggregate liability arising out of or in connection with the Agreement, however arising, in each period of 12 months starting on the date you first accepted these terms, is limited to:

• (a) for paid subscriptions, the greater of the total Fees paid by you for the Service in the 12 months immediately before the event giving rise to the claim and £50,000; and
• (b) during a free trial, or where no Fees have been paid, £100.

15.4 Time limit. You must notify us in writing of any claim within 12 months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, and must commence proceedings within 24 months of that date. Otherwise the claim is waived.

15.5 Reasonableness. You acknowledge that the Fees reflect the allocation of risk in this clause 15, that we maintain professional indemnity insurance, that you are better placed than we are to check Outputs against your contracts and to insure against losses on your projects, and that this clause is reasonable.

16. No personal claims

16.1 The Agreement is with Neosphyr Ltd only. No director, officer, shareholder, employee, contractor or agent of Neosphyr ("Neosphyr Personnel") is a party to it or has any personal responsibility to you under it.

16.2 To the fullest extent permitted by law, you will not bring, and will procure that your Authorised Users and group companies do not bring, any claim personally against any Neosphyr Personnel in respect of any matter arising out of or in connection with the Agreement or the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise. This does not affect liability of Neosphyr Ltd itself, subject to clause 15, or liability that cannot be excluded by law.

16.3 Neosphyr Personnel may enforce clauses 14, 15 and 16 under the Contracts (Rights of Third Parties) Act 1999.

17. Suspension

17.1 We may suspend all or part of your access to the Service immediately, and without liability, if we reasonably believe that: you or an Authorised User have breached clause 5.2, 5.3 or 6 or the Acceptable Use Policy; the security or integrity of the Service, or of other customers' data, is at risk; we are required to do so by law or a competent authority; or undisputed Fees are overdue under clause 8.6. We will restore access once the reason for the suspension has been resolved.

18. Term and termination

18.1 The Agreement starts when you first accept these terms and continues until terminated.

18.2 You may terminate at any time by cancelling your subscription and closing your account. Fees already paid are not refundable except as stated in clauses 3.2, 13.2 and 19.2.

18.3 Either party may terminate the Agreement immediately by written notice if the other party commits a material breach that is not remedied within 14 days of a notice requiring it to be remedied, or becomes insolvent, enters administration or liquidation or ceases to trade.

18.4 We may terminate the Agreement for convenience by giving at least 60 days' notice, and will refund prepaid Fees for any period after termination.

18.5 On termination your right to use the Service ends. For 30 days after termination, on request, we will make your Customer Data available for export in the formats the Service supports. After that period we will delete Customer Data from the live Service, and from backups as they are overwritten in the ordinary course, unless the law requires us to keep it.

18.6 Clauses that by their nature should survive termination, including clauses 5.4, 7, 10, 11, 14, 15, 16, 18.5 and 21, survive.

19. Events outside our control

19.1 We are not liable for any failure or delay caused by events beyond our reasonable control, including failures of hosting, storage, AI, email, internet or power providers, cyber attacks that could not reasonably have been prevented, industrial action, epidemic, government action, war or natural disaster.

19.2 If such an event prevents us from providing the Service for more than 30 consecutive days, either party may terminate the affected subscription and we will refund prepaid Fees for the unused period.

20. Changes to these terms

20.1 We may update these terms. We will give at least 30 days' notice of material changes by email to account owners or in the Service. Changes take effect from the start of your next renewal period unless they are required by law or are not adverse to you, in which case they take effect on the date stated.

20.2 If you do not accept a material change, you may cancel before it takes effect. Continuing to use the Service after a change takes effect means you accept it.

21. General

21.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces all previous discussions, proposals, presentations, demonstrations and representations. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty (including about the capabilities of the Service or the results it will achieve) that is not set out in the Agreement, and will have no remedy in respect of any such statement. Nothing in this clause limits liability for fraud.

21.2 Your terms. Any terms in your purchase orders or other documents do not apply, even if we accept or sign them.

21.3 Assignment and subcontracting. You may not assign or transfer the Agreement without our consent. We may assign or transfer it to a group company or to a purchaser of all or part of our business on notice to you, and may use subcontractors and sub-processors to provide the Service.

21.4 No partnership. Nothing in the Agreement creates a partnership, joint venture or agency between the parties.

21.5 Third-party rights. Except as stated in clause 16.3, no one other than the parties has any right to enforce the Agreement.

21.6 Notices. Notices to us must be sent to info@floatsight.com, with a copy by post to our registered office for notices of a claim or termination. Notices to you may be sent to the email address of the account owner.

21.7 Severance and waiver. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary and the rest of the Agreement will continue. A failure or delay in exercising a right is not a waiver of it.

21.8 Order of precedence. If there is a conflict, the Data Processing Addendum prevails on data protection matters, then these terms, then the Acceptable Use Policy, then the order or plan description.

21.9 Governing law and jurisdiction. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Contact

Neosphyr Ltd, 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom. Company number 17473213. Email: info@floatsight.com. Support: support@floatsight.com.