Last updated: 28 July 2026

These Terms & Conditions (“Terms”) govern your access to and use of the websites, products and services provided by Fossphorus (“Fossphorus”, “we”, “us” or “our”). Please read them carefully. By using our websites or engaging our services, you agree to these Terms.

1. About these terms

These Terms apply to: (a) your use of our websites; and (b) the products and services we supply. Where we enter into a separate written agreement, proposal or statement of work with you (an “Order”), that Order and these Terms together form the contract between us. If there is any conflict, the signed Order prevails over these Terms, and these Terms prevail over any other document, unless we expressly agree otherwise in writing. Certain products (including NexFirm and ComplyEze) may have their own product-specific or subscription terms, which apply in addition to these Terms for those products.

2. Definitions

• “Client”, “you” or “your” means the person or organisation using our websites, products or services.
• “Deliverables” means the outputs we create and deliver to you under an Order.
• “Services” means the services described in an Order.
• “Products” means our proprietary software products, including NexFirm and ComplyEze.
• “Intellectual Property Rights” means all copyright, patents, trade marks, design rights, database rights, know-how and other intellectual property, whether registered or not.

3. Who we are and how to contact us

Fossphorus operates through offices and affiliated entities in the United Kingdom, the United States, Bermuda, the Middle East and Pakistan. The contracting entity is the Fossphorus entity identified in your Order or, if none is identified, the entity in the region from which the Services are principally provided to you. Our contact details are in section 20.

4. Eligibility & acceptance

You must be at least 18 years old and able to form a legally binding contract. If you use our services on behalf of an organisation, you confirm you are authorised to bind that organisation to these Terms, and “you” refers to that organisation. If you do not agree to these Terms, do not use our websites, products or services.

5. Our services & products

We provide technology services including web and software development, IT consulting, cybersecurity and related services, and we license our own Products. We will provide the Services with reasonable skill and care and in accordance with the relevant Order. We may make reasonable changes to our services or Products (for example, to improve them or for legal reasons); where a change is material and to your detriment, we will use reasonable efforts to notify you. Our websites and Products are provided on an ongoing basis but we do not guarantee they will always be available or uninterrupted.

6. Proposals, quotes & statements of work

Any quote or proposal we give is an invitation to proceed, not a binding offer, and is valid for the period stated (or 30 days if none is stated). A contract is formed when we both sign an Order or when we confirm acceptance of your instructions in writing. Scope, deliverables, timelines, assumptions and fees are set out in the Order. Work outside the agreed scope (“change requests”) will be agreed and may be charged separately.

7. Fees, invoicing & payment

• Fees are as set out in the Order and are exclusive of applicable taxes (such as VAT or sales tax), which you will pay in addition where they apply.
• Unless the Order says otherwise, invoices are payable within 14 days of the invoice date, in the currency stated in the Order.
• We may charge interest on overdue amounts at the rate permitted by applicable law, and may suspend Services or withhold Deliverables while payment is overdue.
• Except as required by law or expressly stated, fees are non-refundable once the corresponding work has been performed. Subscription fees for Products are billed as stated in the applicable product terms.

8. Your responsibilities

You agree to: provide accurate information and timely cooperation, materials, access and approvals we reasonably need; ensure you have the rights to any content you provide to us; use our websites, products and services lawfully and only for their intended purpose; keep your account credentials secure; and not attempt to disrupt, reverse engineer, or gain unauthorised access to our systems, or introduce malicious code. Delays or failures caused by your not meeting these responsibilities are not our responsibility and may affect timelines and fees.

9. Intellectual property

Our IP. We (and our licensors) own all Intellectual Property Rights in our websites, Products, tools, methods, know-how and any pre-existing materials. Nothing in these Terms transfers those rights to you.

Deliverables. Unless the Order says otherwise, upon full payment we grant you a licence — or, where the Order expressly provides, assign the rights — to the Deliverables created specifically for you, for your business purposes. Any pre-existing or third-party materials incorporated into Deliverables remain owned by us or the relevant third party and are licensed to you as part of the Deliverable.

Products. Our Products are licensed, not sold. Your use of a Product is governed by its product or subscription terms.

Portfolio. Unless you ask us in writing not to, we may reference that we worked with you and show non-confidential Deliverables in our portfolio and marketing.

10. Confidentiality

Each party may receive confidential information from the other. Each party will keep the other’s confidential information confidential, use it only to perform or receive the Services, and protect it with reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or must be disclosed by law (in which case the party will, where lawful, give notice).

11. Third-party materials & services

Our services and Products may rely on or integrate third-party software, platforms, APIs and services. These are subject to the third party’s own terms, and we are not responsible for third-party materials or services, their availability, or changes they make. Any open-source components are licensed under their respective licences.

12. Warranties & disclaimers

We warrant that we will perform the Services with reasonable skill and care. Except as expressly stated in these Terms or an Order, and to the fullest extent permitted by law, our websites, products and services are provided “as is” and “as available”, and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the services or Products will be error-free, secure or uninterrupted. Nothing in these Terms excludes any warranty or right that cannot be excluded under applicable law.

13. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud. Subject to that:

• We are not liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, business, anticipated savings, or loss or corruption of data.
• Our total aggregate liability arising out of or in connection with the Services or these Terms is limited to the total fees paid by you for the Services giving rise to the claim in the 12 months before the event giving rise to the liability.

These limits reflect the allocation of risk between us and are a fundamental basis of the contract.

14. Indemnity

You agree to indemnify us against reasonable losses, damages and costs we incur arising from your breach of these Terms, your misuse of our services or Products, or your content or instructions infringing a third party’s rights or breaching applicable law.

15. Term & termination

These Terms apply while you use our websites, products or services and for the duration of any Order. Either party may terminate an Order: (a) as set out in the Order; (b) on written notice if the other commits a material breach that is not remedied within 30 days of notice; or (c) immediately if the other becomes insolvent. On termination, you will pay for Services performed and costs committed up to termination. Terms that by their nature should survive (including IP, confidentiality, liability and payment) will survive termination.

16. Data protection

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf as a processor, the applicable data protection terms in the Order (or a data processing agreement) apply.

17. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government action, failure of utilities or telecommunications, or failure of third-party services.

18. Governing law & jurisdiction

The governing law and the courts that have jurisdiction depend on the Fossphorus entity that contracts with you. Unless your Order states otherwise:

Where an Order specifies arbitration, disputes will be resolved by binding arbitration under the rules and seat named in the Order. Mandatory consumer-protection rights available to you under the law of your country of residence are not affected by this section.

19. General

• Assignment. You may not assign or transfer your rights without our written consent; we may assign to an affiliate or in connection with a reorganisation or sale of our business.
• Entire agreement. These Terms and the Order are the entire agreement between us on their subject matter and supersede prior discussions.
• Severability. If any provision is unenforceable, the rest remains in effect.
• Waiver. A failure to enforce a right is not a waiver of it.
• Notices. Notices must be in writing and sent to the contact details in the Order or section 20.
• No partnership. Nothing in these Terms creates a partnership, agency or employment relationship.
• Third parties. A person who is not a party has no right to enforce these Terms except as expressly stated.
• Changes. We may update these Terms; the version in force is the one published here when you engage us or, for ongoing services, on reasonable notice.

20. How to contact us

For questions about these Terms, contact us at info@fossphorus.com or write to the relevant office below.

Company registration numbers and the specific contracting entity for each region are set out in your Order and available on request.