1st Line End User Licence Agreement

1. Definitions

Authorised Administrator means an individual authorised by the Customer to use the Software and the Customer's Microsoft administration accounts.

Customer Data means data, account details, configuration information and records belonging to or controlled by the Customer that the Software accesses, displays, changes or stores.

Documentation means user guidance, setup information and notices supplied by Digital Torque for the Software.

Microsoft Services means Microsoft 365, Entra ID, Exchange Online, SharePoint Online, Intune, Microsoft Graph, Azure and any related Microsoft product, portal, API or service.

Order means the checkout record, invoice, order confirmation or other document describing the subscription, fees, permitted user limit and installations.

Software means the 1st Line desktop application, licence service, updates, Documentation and related components supplied by Digital Torque.

2. Licence grant

Subject to payment of all applicable fees and compliance with this Agreement, Digital Torque grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the subscription term to install and use the Software solely for the Customer's own internal business administration.

Unless the Order states otherwise, the licence permits management of one Microsoft 365 tenant with up to 20 active staff accounts and installation for up to two Authorised Administrators. The licence is granted to the Customer, not to an individual employee.

• The Customer may not use one licence for multiple businesses, unrelated legal entities or Microsoft 365 tenants.
• Affiliates, contractors or support providers may use the Software only for the Customer's internal benefit, within the licence limits, and while bound by duties no less protective than this Agreement.
• All rights not expressly granted are reserved by Digital Torque.

3. Activation, validation and licence limits

The Software may require online activation and periodic licence validation. Validation may use the licence identifier, installation identifier, tenant or domain identifier, application version, plan status and active-user count. Licence keys must be kept confidential and may not be published, shared, resold or transferred.

Digital Torque may prevent new administrative actions, suspend activation or require an upgrade where the Customer exceeds the permitted tenant, installation or active-user limits. Where offered, an over-limit grace period is a temporary concession and does not amend the Order.

• The Customer must not bypass, disable, interfere with or misrepresent licence validation.
• Digital Torque may reset activations where a device is replaced, provided the Customer supplies reasonable verification.
• Digital Torque may investigate suspected key sharing, fraud, abnormal activation or material licence misuse.

4. Permitted use and restrictions

The Customer must use the Software lawfully, securely and in accordance with the Documentation. Except to the extent that applicable law expressly permits the activity and does not allow it to be excluded, the Customer must not:

• copy, modify, adapt, translate, merge or create derivative works from the Software;
• reverse engineer, decompile, disassemble or attempt to discover source code, security controls, licence mechanisms or non-public interfaces;
• sell, rent, lease, sublicense, distribute, host, timeshare or provide the Software as a service to another person;
• remove or alter copyright, trade mark, attribution, licence or proprietary notices;
• use the Software to gain unauthorised access, breach another person's rights, evade Microsoft controls or perform unlawful monitoring;
• introduce malware, probe the licence service, overload the service, scrape non-public data or attempt to defeat security protections;
• use the Software to manage a third party's tenant as a commercial service without a separate written service-provider licence from Digital Torque.

5. Microsoft Services and third-party dependencies

1st Line is an independent administration tool. Digital Torque is not Microsoft, is not responsible for Microsoft Services, and does not supply Microsoft licences unless expressly stated in an Order. Microsoft names and marks belong to their respective owners.

Features depend on Microsoft APIs, tenant configuration, administrator roles, consent, service availability and the Microsoft licences purchased by the Customer. A feature may be unavailable, restricted or changed because of Microsoft's terms, licensing, technical changes, outages, throttling, security policies or retirement of an API.

• The Customer is responsible for obtaining and maintaining all required Microsoft subscriptions, licences, permissions and administrator accounts.
• Digital Torque does not warrant that every feature is available in every Microsoft tenant or licence level.
• Digital Torque is not liable for Microsoft charges, Microsoft account suspension, third-party changes or failures outside Digital Torque's reasonable control.

6. Administrator authority and Customer responsibilities

The Customer controls its Microsoft tenant and remains responsible for all instructions and changes made through the Software. The Software does not replace professional judgement, internal approvals, employment procedures, legal obligations, security policy or a suitable backup and recovery plan.

• Only appropriately authorised and trained individuals may use the Software.
• The Customer must use individual administrator accounts, enable multi-factor authentication where available, protect devices and credentials, and promptly remove access from leavers.
• The Customer must verify the selected user, mailbox, group, site, folder, device, licence and action before confirming a change.
• The Customer must maintain current, independently recoverable backups and retention arrangements appropriate to its business.
• The Customer must review results, warnings and Microsoft responses rather than assuming an action completed successfully.
• The Customer must comply with employment, privacy, monitoring, records-management, data-protection and computer-misuse laws applicable to its use.
• The Customer must contact Digital Torque promptly if it suspects licence theft, security compromise, an incorrect action or unauthorised access.

7. High-impact and irreversible actions

The Software may allow an Authorised Administrator to reset passwords, revoke sessions, disable sign-in, remove licences or group membership, change mailbox or SharePoint permissions, grant external access, disable or delete devices, initiate a mobile-device wipe, reveal BitLocker recovery information, or perform other high-impact actions.

The Customer acknowledges that these actions may interrupt work, remove access, expose or restrict information, trigger Microsoft processes, cause data loss, or be difficult or impossible to reverse. Confirmation screens and warnings reduce risk but cannot verify the Customer's business intent.

• The Customer is solely responsible for authorising each high-impact action and checking the target and consequences.
• The Customer must use an appropriate approval process for leavers, external sharing, device wipe, deletion and access changes.
• Digital Torque is not responsible for an action correctly executed in response to an instruction submitted by an Authorised Administrator.

8. Customer Data, privacy and confidential information

The Customer retains ownership of Customer Data. The Software may access Customer Data through Microsoft Services to display information or carry out the Customer's instructions. Digital Torque does not acquire ownership of Customer Data.

Licence and billing services may process limited account and technical information, including business name, billing email, tenant domain, licence identifier, installation identifier, subscription status, application version, active-user count and diagnostic information. Further details will be described in Digital Torque's privacy notice.

Unless a separate written data-processing agreement states otherwise, the Customer should not intentionally send Digital Torque special-category personal data, passwords, authentication codes, private keys, BitLocker recovery keys or confidential document contents through support channels.

• The Customer is responsible for determining its lawful basis, notices, access controls and retention for personal data it administers.
• Where Digital Torque acts as a processor of personal data on the Customer's behalf, the parties will enter into any legally required data-processing terms.
• Each party must protect the other party's confidential information using reasonable security measures and use it only to perform or receive the services.

9. Local secure records

Where the Software provides a local protected-records or password-protected vault feature, it is an administrative convenience and not a substitute for a professionally managed password manager, privileged-access system, backup service or records-management platform.

The Customer is responsible for the accuracy, lawfulness, backup, recovery and authorised disclosure of locally stored records. If the local vault password or device is lost, Digital Torque may be unable to recover the records. The Customer must not store information in the vault unless it is authorised to do so.

10. Updates, changes and availability

Digital Torque may provide fixes, security updates, compatibility changes and feature updates. The Customer must install critical security or compatibility updates within a reasonable period. Older versions may stop functioning where Microsoft changes a dependency or where continued operation would create a security or support risk.

Digital Torque may change or discontinue a feature where reasonably necessary for security, law, third-party compatibility, product improvement or commercial viability. Digital Torque will use reasonable efforts to avoid materially reducing the core paid functionality during a current subscription term without notice.

The Software, licence service and update service may occasionally be unavailable for maintenance, faults, internet failure or events outside Digital Torque's reasonable control. No uninterrupted or error-free operation is promised.

11. Support

The subscription includes only the product support expressly stated in the Order or on the Digital Torque website. Unless expressly purchased, it does not include general IT support, Microsoft 365 consultancy, tenant remediation, cybersecurity monitoring, incident response, data recovery, hardware support or responsibility for Microsoft Services.

Digital Torque may require diagnostic information and reasonable cooperation before investigating a reported defect. The Customer must remove or redact unnecessary confidential information before providing logs or screenshots.

12. Intellectual property

Digital Torque and its licensors own all intellectual-property rights in the Software, Documentation, design, code, branding, licence service and updates. The Software is licensed, not sold.

If the Customer provides suggestions or feedback, Digital Torque may use them without restriction or payment, provided it does not identify the Customer or disclose Customer confidential information without permission.

13. Fees, tax, renewal and payment

Fees, billing frequency, renewal and permitted use are set out in the Order. Fees exclude VAT and other applicable taxes unless stated otherwise. Subscriptions may renew automatically where this was disclosed at checkout. The Customer authorises the payment provider to collect recurring charges until cancellation takes effect.

The Customer must keep billing information current. Digital Torque may suspend the Software or licence validation following failed payment, chargeback, fraud, non-payment or expiry of the subscription. Except where required by law or expressly stated in the Order, fees already paid are non-refundable.

14. Warranties and remedies

Digital Torque warrants that it has the right to license the Software and will provide the Software with reasonable care and skill. Digital Torque will use reasonable efforts to correct a reproducible defect that materially prevents the Software from performing substantially as described, provided the Customer reports it promptly, supplies reasonable details, uses a supported version and has complied with this Agreement.

If Digital Torque cannot correct a material defect within a reasonable period, Digital Torque may provide a workaround or allow termination of the affected subscription and refund prepaid fees relating to the unused period. This is the Customer's primary contractual remedy for a defective Software service.

Subject to the express terms of this Agreement, the Software is provided on an as-available basis. Digital Torque does not warrant that the Software will meet every requirement, prevent every error or security incident, produce legally sufficient decisions, or remain compatible with every Microsoft change, tenant configuration or third-party product.

15. Limitation of liability

Nothing in this Agreement excludes or limits liability where exclusion or limitation is not permitted by law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the previous paragraph, Digital Torque will not be liable for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, opportunity, anticipated savings, goodwill or reputation, whether direct or indirect.

Subject to the first paragraph of this section, Digital Torque will not be liable for loss, corruption, disclosure or unavailability of data to the extent caused by an Authorised Administrator's instruction, inadequate backup or retention, compromised credentials, Customer configuration, Microsoft Services, a third-party service, unsupported software, failure to install an update, or use contrary to Documentation.

Subject to the first paragraph of this section, Digital Torque's total aggregate liability arising out of or relating to the Software, the subscription and this Agreement in any 12-month period will not exceed the greater of: (a) the fees paid or payable by the Customer for the Software during the 12 months immediately preceding the event giving rise to the claim; and (b) £1,500.

The exclusions and cap apply to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise. Each party acknowledges that the fees reflect this allocation of risk and that the Customer can obtain insurance and maintain backups for risks beyond the agreed liability.

16. Suspension

Digital Torque may suspend access, activation, validation, updates or support where reasonably necessary to protect security, prevent unlawful use, investigate suspected fraud or licence abuse, comply with law, respond to non-payment, or prevent material harm. Where reasonably practicable, Digital Torque will give notice and an opportunity to remedy the issue.

Suspension does not remove the Customer's obligation to pay undisputed fees that accrued before suspension.

17. Term and termination

This Agreement starts when the Customer first accepts, purchases, installs, activates or uses the Software and continues until the subscription ends or this Agreement is terminated.

Either party may terminate where the other commits a material breach and, if the breach can be remedied, fails to remedy it within 14 days after written notice. Digital Torque may terminate immediately for deliberate licence circumvention, unlawful use, serious security abuse, insolvency, fraud or conduct likely to harm Digital Torque, its services or another person.

On expiry or termination, the licence ends and the Customer must stop using and uninstall the Software. Provisions concerning payment, confidentiality, intellectual property, liability, data, restrictions, governing law and any provision intended to survive will continue.

18. Compliance verification

Digital Torque may use proportionate technical measures to verify compliance with tenant, user and installation limits. If Digital Torque reasonably suspects material misuse, it may request written confirmation of deployment and licence use. Any review will be limited to information reasonably necessary to verify compliance and will not give Digital Torque a general right to inspect Customer Data.

19. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or utility failure, cyberattack despite reasonable safeguards, government action, labour dispute, natural disaster, war, epidemic, failure of Microsoft Services or failure of a critical third-party supplier. This section does not excuse payment obligations already due.

20. Changes to this Agreement

Digital Torque may update this Agreement for legal, security, operational or product reasons. The version and effective date will be published. Material changes will apply from the next renewal or, where required sooner for law or security, after reasonable notice. Continued use after the applicable date constitutes acceptance. A change will not retrospectively remove rights or increase liability for events that occurred before it took effect.

21. Assignment and subcontracting

The Customer may not assign, transfer or sublicense this Agreement without Digital Torque's prior written consent. Digital Torque may assign this Agreement as part of a reorganisation, financing, sale of business or transfer of the Software, provided the assignee assumes Digital Torque's obligations. Digital Torque may use subcontractors and service providers while remaining responsible for its contractual obligations.

22. Notices

Notices to Digital Torque must be sent to hello@digitaltorque.co and to any postal address shown on the Customer's invoice. Notices to the Customer may be sent to the billing or administrator email supplied by the Customer. A notice is treated as received on the next business day after email transmission unless the sender receives a delivery failure.

23. General

The Order, this Agreement, the privacy notice and any expressly incorporated data-processing terms form the entire agreement relating to the Software and replace prior statements on the same subject. If there is a conflict, the Order prevails on price, term and expressly agreed commercial details; this Agreement prevails on licence, use, risk and liability unless the Order expressly states that it overrides a named clause.

A delay or failure to enforce a right is not a waiver. If a provision is invalid or unenforceable, it will be adjusted to the minimum extent necessary and the remaining provisions will continue. Nothing creates a partnership, agency, employment or fiduciary relationship.

A person who is not a party to this Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

24. Governing law and courts

This Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Digital Torque may seek urgent injunctive or protective relief in any court of competent jurisdiction.

25. Business use and mandatory rights

The Software is offered for business use. If, despite that restriction, the Customer is legally treated as a consumer, nothing in this Agreement limits mandatory consumer rights that cannot lawfully be excluded.