Terms of Use

Effective 2 July 2026 · LataSys Limited (UK Co. No. 17261093)

1. Definitions

• "Service" means the M365 Quarantine SaaS provided by us, including the Outlook add-in, admin portal, vendor portal, and supporting APIs and infrastructure.
• "Customer" means the legal entity (the Microsoft 365 tenant or vendor organisation) that has agreed to these terms.
• "User" means an individual authorised by the Customer to use the Service.
• "Customer Data" means data processed by the Service on behalf of the Customer, including message metadata, audit logs, and configuration.
• "DPA" means the Data Processing Agreement, which is incorporated by reference.
• "SLA" means the Service Level Agreement, which is incorporated by reference.

2. The Service

We will use commercially reasonable efforts to provide the Service in accordance with the SLA and applicable law. We may update the Service from time to time to add features, fix bugs, improve security, or comply with legal requirements. Material changes that materially reduce functionality will be notified to administrators at least 30 days in advance.

3. Customer responsibilities

• The Customer's tenant administrator is responsible for granting and revoking the application permissions the Service requires (Microsoft Graph, Exchange Online PowerShell), and for assigning the Outlook add-in to users.
• The Customer is responsible for ensuring it has the lawful basis to permit the Service to process Customer Data, and for the accuracy of configuration choices (e.g. release policy, retention period).
• The Customer will not use the Service unlawfully, to harass others, to bypass security controls, to attempt to access tenants other than its own, or to circumvent licensing.
• The Customer will keep its administrator credentials secure and notify us without undue delay if it suspects an unauthorised access event.

4. Subscription, fees and billing

Subscription fees are charged on a per-seat or fixed-tier basis as set out at the point of purchase (whether direct sign-up, Microsoft Commercial Marketplace order, or via an authorised vendor / MSP). Payment is by card via Stripe or via the Microsoft Marketplace billing model, as applicable. Fees are exclusive of VAT. Invoices are due within 30 days of issue. We may suspend Service for material non-payment after 14 days' written notice.

5. Data protection

Where we process personal data on behalf of the Customer, we do so as the Customer's data processor under the Data Processing Agreement, which forms part of these terms. Our handling of personal data for which we are the controller is described in our Privacy Notice.

6. Intellectual property

We retain all right, title and interest in the Service, including the source code, documentation, branding, and all derivative works. The Customer is granted a non-exclusive, non-transferable, revocable licence to use the Service for the duration of the subscription, for the Customer's internal business purposes only. The Customer retains all right, title and interest in Customer Data.

7. Confidentiality

Each party will keep the other party's confidential information secret and will use it only for the purpose of performing this agreement. Confidential information includes Customer Data, our pricing, and the unreleased details of the Service. Standard exclusions apply for information that is or becomes public, was already known, is independently developed, or is compelled by law.

8. Warranties and disclaimers

We warrant that the Service will be provided with reasonable skill and care and in accordance with the SLA. Except as expressly stated in these terms, the Service is provided "as is" and we disclaim all other warranties to the maximum extent permitted by law, including any warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of liability

Nothing in these terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by the Consumer Rights Act 2015; or any other liability which cannot be limited under applicable law. Subject to that:

• Neither party is liable for any loss of profit, loss of business, loss of goodwill, or for any indirect or consequential loss.
• Each party's total aggregate liability arising out of or in connection with these terms, the DPA, and the SLA in any 12-month period is limited to the greater of (a) the fees paid or payable by the Customer to us under these terms in the 12 months immediately preceding the event giving rise to the claim, or (b) £5,000.

10. Plan changes and add-on subscriptions

The Customer may change subscription plan, edition, billing cycle, or add-on (collectively, "Plan Changes") at any time via the customer portal. Plan Changes are subject to the following financial rules:

• Upgrades and add-on activations. An upgrade is any Plan Change that results in a higher monthly amount than the immediately preceding line item. Upgrades take effect immediately. The Customer is charged a pro-rata amount for the remainder of the current billing period, calculated from the date of the Plan Change to the end of the current period. The next regular invoice is at the new rate.
• Downgrades and add-on cancellations. A downgrade is any Plan Change that results in a lower monthly amount than the immediately preceding line item, and includes cancelling an add-on. Downgrades take effect from the next billing period. The Customer remains on the higher plan, with all associated functionality, until the end of the current billing period. No refund or credit is issued for any portion of the current billing period. The next regular invoice is at the new rate.
• Preview. Before any Plan Change is committed, the customer portal presents a preview showing the amount (if any) to be charged on confirmation, the effective date of the new plan, and the date and amount of the next regular invoice. By confirming, the Customer agrees to be billed in accordance with that preview.
• Marketplace billing. Where billing is mediated by the Microsoft Commercial Marketplace (see section 13), the Marketplace's own proration and refund rules apply in place of the rules in this section, to the extent they conflict.

11. Term and termination

This agreement starts on the date the Customer first accepts these terms and continues for the subscription period in effect. Either party may terminate for material breach not cured within 30 days of written notice. On termination the Customer's access to the Service ends; Customer Data is deleted in accordance with the DPA.

12. Vendor / MSP channel

Where the Customer is a vendor / MSP (a "Vendor"), the Vendor may onboard downstream customer tenants through the vendor portal. The Vendor is responsible for ensuring it has the authority to act on behalf of those downstream customers and for the relationship with those downstream customers, including their acceptance of equivalent terms. LataSys remains the processor for the downstream customer's data where the Vendor has executed a tri-party DPA naming us as such; in the absence of a tri-party DPA, the Vendor acts as an independent controller for that customer's data and remains liable to its downstream customer.

13. Microsoft Marketplace

Where the Customer acquired the Service through the Microsoft Commercial Marketplace, the Microsoft Customer Agreement and the applicable Marketplace acquisition terms also govern that transaction. In the event of a conflict between these terms and the Microsoft Marketplace terms, the Microsoft Marketplace terms govern the billing relationship and these terms govern the Service.

14. Force majeure

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including but not limited to acts of God, war, terrorism, civil disorder, government action, labour disputes, internet outages, or failures of upstream cloud infrastructure operators.

14. Governing law and jurisdiction

These terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with these terms, except that either party may seek injunctive relief in any court of competent jurisdiction.

15. Notices and contact

LataSys Limited
Registered in England and Wales, Company No. 17261093
66 Paul Street
London, England
EC2A 4NA
United Kingdom
support [at] latasys [dot] com · latasys.com