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Terms of Service

Last updated: 31 October 2026Effective from: 1 October 2026

These Terms of Service (“Terms”) govern your access to and use of the Foundation One platform, website and related services (the “Service”) operated by Aphelion Ltd (“Foundation One”, “we”, “us”, “our”), a company incorporated in the Republic of Mauritius under the Companies Act 2001 and acting as a financial services intermediary authorised and supervised by the Financial Services Commission, Mauritius. By accessing or using the Service, you agree to these Terms on behalf of yourself and the entity you represent.

These Terms are governed by the laws of the Republic of Mauritius, including the Companies Act 2001, the Financial Services Act 2007, the Electronic Transactions Act 2000 and the Data Protection Act 2017. These Terms took effect on 1 October 2026 and apply to all customers.

1. Definitions

  • “Customer” — the entity that has subscribed to the Service under an Order.
  • “Order” — the signed order form or online subscription confirming plan, seats, entities and fees.
  • “Client Data” — all data the Customer (or its authorised users) uploads, creates or processes in the Service.
  • “Authorised User” — an individual the Customer permits to access the Service within the seat limits of its plan.
  • “DPA” — our Data Processing Addendum.

2. Eligibility & authority

You may use the Service only if you are at least 18 years old and able to form a binding contract. By entering an Order, you represent that you have the authority to bind the Customer and that the information provided to us is accurate and complete.

3. The Service

3.1 Provision

We will make the Service available to the Customer in accordance with these Terms and the applicable Order, including the modules, seats and entity limits of the Customer’s plan (Essential, Professional or Enterprise).

3.2 Changes to the Service

We may update, enhance or modify the Service (including releasing new modules) at any time. We will not materially reduce core functionality during a Customer’s subscription term without at least 30 days’ notice.

3.3 Free trial

If we provide a trial instance, it is provided “as is” for evaluation, may be suspended or terminated at our discretion, and is not subject to the SLA. Trial data may be deleted at the end of the trial period unless converted to a paid subscription.

4. Acceptable use

The Customer will not, and will not permit any Authorised User to:

  • Use the Service for any unlawful, fraudulent or abusive purpose;
  • Upload data that infringes the intellectual property, confidentiality or privacy rights of any third party;
  • Attempt to reverse engineer, decompile, disassemble or otherwise derive the source code of the Service;
  • Interfere with or disrupt the Service, its security or its infrastructure, including attempts to probe, scan or test vulnerabilities;
  • Access or use another Customer’s data, or exceed the seat or entity limits of the Customer’s plan;
  • Remove, alter or obscure any proprietary notices in the Service.

Foundation One is designed for trust, corporate and wealth services firms. The Customer is responsible for the accuracy, lawfulness and integrity of Client Data it processes.

5. Customer obligations

  • Maintain the confidentiality and security of Authorised User credentials and promptly notify us of any unauthorised access;
  • Obtain all consents and rights needed to process Client Data through the Service, including under data protection law (see the DPA);
  • Use the Service in compliance with all applicable laws, including AML/CTF, sanctions, tax-reporting and data-protection obligations relevant to the Customer’s jurisdictions;
  • Keep billing information current and accurate.

6. Fees, billing & taxes

  • Fees are set out in the Order and on our pricing page. Unless otherwise stated, fees are quoted in US dollars and billed monthly or annually in advance.
  • Annual plans receive a discount relative to monthly billing. The Essential and Professional plans include the entity and seat limits shown on the pricing page at the time of Order.
  • Overage beyond plan limits (entities, seats, storage) is billable at the rates in the Order or our published overage schedule.
  • Onboarding, data migration and custom configuration are scoped separately in a Statement of Work.
  • Except for amounts we are forbidden by law to charge, all fees are exclusive of taxes, duties and similar governmental charges, which the Customer is responsible for paying.
  • Unless disputed in good faith within 30 days of an invoice, invoices are deemed accepted and accrue interest at 1.5% per month or the maximum lawful rate.

7. Service levels

For paid plans we target an uptime of 99.99% per month, excluding scheduled maintenance (notified at least 72 hours in advance) and exclusions set out in the SLA schedule. Live status is published on our status page. Where we fail to meet the SLA, the Customer may claim a service credit as its sole financial remedy, calculated against the monthly fee for the affected Service.

8. Intellectual property

We retain all right, title and interest in the Service, including all software, modules, designs, documentation and trademarks. Client Data remains the property of the Customer. We do not use Client Data to train external models. Aggregated, anonymised usage data may be used to improve the Service, provided it does not identify the Customer or any individual.

9. Confidentiality

Each party will protect the other’s confidential information with at least the same care it uses for its own, and will use it only to perform under these Terms. This obligation survives termination for three years.

10. Data protection

The parties’ data-protection obligations are set out in the Data Processing Addendum, which is incorporated into these Terms by reference. Our Privacy Policy describes how we handle personal data as a controller.

11. Term & termination

  • Term: These Terms run from the Order start date and continue for the subscription term, renewing for successive terms of the same length unless either party gives at least 30 days’ written notice before the renewal date.
  • For termination: Either party may terminate for material breach not cured within 30 days of written notice. We may suspend the Service immediately for non-payment (after 10 days’ notice) or for a breach of the acceptable-use terms that exposes us or others to legal or security risk.
  • Effects of termination: On termination, the Customer’s right to use the Service ends. We will make Client Data available for export for 90 days, after which it is deleted in accordance with our retention schedule unless law requires otherwise.
  • Survival: Sections on fees, intellectual property, confidentiality, liability, warranty disclaimers and governing law survive termination.

12. Warranties & disclaimers

We warrant that the Service will perform materially in accordance with its documentation and that we will use commercially reasonable efforts to address material defects. The Customer’s sole remedy for a breach of this warranty is the re-performance of the affected Service or, at our option, a refund of the fees paid for the period the Service was non-conforming.

Except as expressly stated, the Service is provided “as is” and “as available”. We disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be error-free or uninterrupted, or that it will meet the Customer’s specific regulatory or jurisdictional requirements. The Customer is responsible for its own compliance advice.

13. Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost data or business interruption, arising out of or relating to the Service.

Each party’s aggregate liability under these Terms is limited to the greater of (a) the fees paid or payable by the Customer in the 12 months preceding the claim, or (b) USD 50,000. This limit does not apply to liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under applicable law.

14. Indemnification

The Customer will indemnify and hold us harmless from claims arising from Client Data or the Customer’s breach of these Terms (including the acceptable-use obligations). We will indemnify the Customer against third-party claims that the Service infringes intellectual property rights, subject to our right to modify, replace or refund the Service.

15. Governing law & disputes

These Terms are governed by and construed in accordance with the laws of the Republic of Mauritius, including the Companies Act 2001, the Financial Services Act 2007, the Electronic Transactions Act 2000 and the Data Protection Act 2017. The parties submit to the exclusive jurisdiction of the courts of Mauritius, except that either party may seek interim or injunctive relief in any competent court. We will attempt to resolve disputes informally for 30 days before formal proceedings. Nothing in these Terms limits the regulatory authority of the Financial Services Commission, the Bank of Mauritius, the Data Protection Commission, or the Financial Intelligence Unit.

16. General

  • Entire agreement: These Terms, together with the Order and the DPA, are the entire agreement between the parties regarding the Service.
  • Amendments: We may update these Terms from time to time; material adverse changes will be notified to customers with at least 30 days’ notice.
  • Assignment: Neither party may assign these Terms without the other’s written consent, except to a successor in a merger, acquisition or sale of all or substantially all assets.
  • Force majeure: Neither party is liable for failure or delay caused by circumstances beyond its reasonable control.
  • Notices: Legal notices to us should be sent to our registered office; notices to the Customer will be sent to the billing or admin contact on the account.

17. Contact

Aphelion Ltd — Foundation One
2nd Floor, KL House, M2 Motorway, Riche Terre, 21813 Mauritius
Email: legal@aphelion-group.com

Regulatory supervision: Financial Services Commission, Mauritius · fscmauritius.org