Terms of Service

1. Agreement to Terms

1.1 By accessing or using the Fraction ERP platform, mobile applications, or website (together, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you enter into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, its affiliates, and all users accessing the Service through your account.

1.2 These Terms are entered into by Fraction ERP Ltd, a company registered in England and Wales (company number 13107708), registered office Unit 3 Browns Park, Brunswick Industrial Estate, Newcastle upon Tyne, NE13 7GD, United Kingdom ("Fraction ERP", "we", "us").

1.3 The Service is provided for business and commercial use only and is not directed at consumers. By using the Service you confirm you are acting on behalf of a business, organisation, or other commercial entity.

1.4 Changes to these Terms: if we make material changes, we will notify account administrators by email or in-product notice at least 30 days before the changes take effect. Continued use of the Service after that date constitutes acceptance. The current Terms are always available at fractionerp.com/terms.

2. The Service

2.1 Fraction ERP is a cloud ERP/MRP platform for manufacturing, assembly and warehousing/distribution businesses, allowing customers to store and manage data such as customers, suppliers, products, parts, bills of materials, employee information, invoices, purchase orders and other files uploaded via the application.

2.2 Fraction ERP is a record-keeping and workflow tool. It does not provide engineering, health and safety, or compliance advice, and does not verify the accuracy, completeness or currency of information entered by users. Customers remain responsible for their own production schedules, risk assessments, safe systems of work, and compliance with applicable law and industry standards.

2.3 Fraction ERP is not responsible for content shared between users of a customer's own account, or for how a customer's organisation uses the Service internally. Section 11 (Limitation of Liability) sets out the extent to which Fraction ERP limits its liability in connection with this.

3. Account Registration

3.1 You must register for an account to use the Service and must provide accurate, current information. You confirm you are of legal age to enter into these Terms.

3.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately at support@fractionerp.com if you suspect unauthorised access.

3.3 We will never ask you for your password. See our Privacy Policy for how we handle account and personal data.

4. Acceptable Use

4.1 You must comply with all applicable laws when using the Service, and must not upload or transmit content that is unlawful, defamatory, obscene, or infringes the rights of any third party (including intellectual property rights).

4.2 You must not attempt to reverse engineer, scrape, resell, or interfere with the Service, or use any automated means to access it other than through interfaces we provide or expressly authorise (including our published API).

4.3 We may suspend or terminate an account that materially breaches this section, giving notice and a reasonable opportunity to cure where the breach is capable of remedy and does not present an immediate security or legal risk.

5. Fees and Payment

5.1 Free trials do not require any payment method. Fees are billed in advance for the applicable billing cycle (monthly or annual) and are exclusive of taxes, which you are responsible for.

5.2 Fees are non-refundable except as expressly stated in these Terms or required by law. Mid-cycle plan changes are billed or credited on a prorated basis at the next billing date.

5.3 Price changes take effect no less than 30 days after notice to account administrators, and will not apply retroactively to a then-current annual term already paid for.

5.4 If an invoice is overdue, Fraction ERP will give at least 14 days' written notice before suspending access for non-payment, and will restore access promptly once payment is received.

6. Term, Renewal, and Termination

6.1 Term and renewal

Subscriptions renew automatically for successive terms equal to the expiring term (monthly or annual), unless either party gives notice of non-renewal at least 30 days before the renewal date.

6.2 Termination by the customer

You may terminate your subscription for convenience by providing at least 30 days' written notice before the end of your current billing term. Termination takes effect at the end of that term; fees already paid for the current term are non-refundable.

6.3 Termination of an individual account by Fraction ERP for convenience

Where Fraction ERP terminates a specific customer's subscription without cause, while continuing to offer the Service to other customers, we will give at least 90 days' written notice to account administrators. Notice will be sent by email and posted in-product, and any fees paid for the unused portion of the then-current term will be refunded pro-rata. This replaces any right to terminate an individual customer's service "at any time, with or without notice."

6.4 Discontinuation of the Service

If Fraction ERP permanently discontinues the Service in its entirety for commercial reasons, it will give at least 180 days' written notice, or notice equal to the remainder of the customer's then-current paid term if that is longer, to all customers, together with a pro-rata refund of any fees paid for a period after the Service actually ends.

6.5 Termination for cause

Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure that breach within 30 days of being notified of it (where curable), or becomes insolvent.

6.6 Suspension for security or legal reasons

We may suspend access without advance notice only where reasonably necessary to prevent imminent harm to the Service or other customers, or to comply with law (for example, a security incident or suspected fraud), and will notify you promptly and restore access as soon as the issue is resolved. This is separate from, and does not affect, the notice periods in 6.3 and 6.4.

6.7 Effect of termination and data export

For 30 days following termination or expiry (other than termination for cause by us), you may export your account data in a standard format (for example CSV/PDF exports available in-app). After that period, we may delete stored data, except where retention is required by law or set out in the Privacy Policy.

7. Service Availability

7.1 We aim to make the Service available on a continuous basis but do not guarantee uninterrupted or error-free operation. Planned maintenance will be notified in advance where practicable.

8. Intellectual Property

8.1 Fraction ERP and its licensors own all rights in the Service, including the software, database, design and branding. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription.

8.2 As between the parties, you retain ownership of the data and content you upload ("Customer Data"). You grant Fraction ERP a licence to host, process and display Customer Data solely to provide and support the Service.

8.3 Copying, redistributing or publishing Fraction ERP's software, database or published materials outside the scope of your subscription is not permitted without our prior written consent.

9. Data Protection

9.1 Each party will comply with applicable data protection law (including the UK GDPR) in respect of personal data processed under these Terms. Where Fraction ERP processes personal data on a customer's behalf as a processor, the parties will enter into a Data Processing Addendum on request.

9.2 Further detail on data collection, storage, and security is set out in the Fraction ERP Privacy Policy.

10. Warranties and Disclaimers

10.1 Each party warrants it has the authority to enter into these Terms.

10.2 Except as expressly stated in these Terms, the Service is provided "as is" and Fraction ERP disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

11. Limitation of Liability

11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be excluded or limited.

11.2 Subject to clause 11.1, neither party will be liable for any indirect, incidental, special, or consequential loss, or loss of profits, revenue, or data, arising out of or in connection with these Terms.

11.3 Subject to clauses 11.1 and 11.2, Fraction ERP's total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the total fees paid by the customer to Fraction ERP in that same period.

11.4 Customers remain solely responsible for their own maintenance practices, risk assessments, and regulatory compliance; Fraction ERP is not liable for outcomes resulting from maintenance decisions made using information stored in the Service.

12. Indemnification

12.1 Each party will indemnify the other against third-party claims arising from its material breach of these Terms or (in the customer's case) from Customer Data that infringes a third party's rights or violates applicable law.

13. Confidentiality

13.1 Each party will keep the other's confidential information (including Customer Data and non-public pricing terms) confidential, and use it only to perform its obligations under these Terms.

14. Changes to the Service

14.1 Fraction ERP may update or improve the Service from time to time. We will give reasonable advance notice of changes that materially reduce core functionality relied on by a customer's then-current plan.

15. General

15.1 Governing law and jurisdiction: these Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to clause 15.2.

15.2 Dispute resolution: the parties will first attempt to resolve any dispute through good-faith discussion between senior representatives for 30 days before commencing formal proceedings.

15.3 If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force, and the parties will negotiate a replacement provision that best achieves the original intent.

15.4 Neither party may assign these Terms without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

15.5 Notices under these Terms may be sent by email to the account administrator's registered address, or to support@fractionerp.com for notices to Fraction ERP.

Contact: support@fractionerp.com | Fraction ERP Ltd, Unit 3 Browns Park, Brunswick Industrial Estate, Newcastle upon Tyne, NE13 7GD, United Kingdom