Terms & Conditions

1Introduction & Agreement

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you", "your", or "Client") and LogiSam Ltd, trading as Copilot 365 ("we", "us", "our", or "Copilot 365"), in respect of your access to and use of the website located at www.copilot-365.com (the "Website"), our consultancy and advisory services, and our proprietary SaaS products (collectively, the "Services").

By visiting the Website, submitting an enquiry, accepting a Statement of Work, purchasing a subscription, or otherwise engaging with any of our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" shall include that entity.

If you do not agree to these Terms, you must immediately cease using the Website and Services. Continued use of any part of our Services after any modification to these Terms constitutes your acceptance of the revised Terms.

2Who We Are

Copilot 365 is a trading name of LogiSam Ltd, a company incorporated and registered in England and Wales. Our principal place of business is in London, United Kingdom. We also operate from offices in Riyadh, Kingdom of Saudi Arabia, and Dubai, United Arab Emirates, enabling us to serve clients across the Middle East and North Africa region as well as globally.

Copilot 365 is an independent technology consultancy and software vendor specialising in Microsoft Copilot adoption, Microsoft 365 strategy, tenant governance, and AI readiness. We are not affiliated with, endorsed by, or a representative of Microsoft Corporation unless expressly stated in a written partnership agreement.

To contact us, please use the details provided in Section 15 of these Terms. For data protection enquiries specifically, you may also contact us at hello@copilot-365.com with the subject line "Data Protection Enquiry".

3Services

Copilot 365 provides the following categories of services to its clients:

3.1 Consultancy & Advisory Services

We offer professional consultancy relating to Microsoft Copilot strategy, deployment, governance, and adoption. This includes discovery workshops, readiness assessments, use case identification, change management support, and ongoing strategic advisory engagements. The scope, deliverables, timelines, and fees for each consultancy engagement are agreed in writing via a Statement of Work ("SOW") or equivalent engagement letter, which shall form part of these Terms for that engagement.

3.2 Training Services

We deliver instructor-led and on-demand training programmes for end users, champions, IT administrators, and executives seeking to maximise value from Microsoft Copilot and Microsoft 365. Training may be delivered in-person, virtually, or via recorded content hosted on our platform. Training schedules, content, and delegate requirements are confirmed in writing prior to each engagement.

3.3 Licensing Advisory

We provide guidance and recommendations on Microsoft 365 and Copilot licensing to help organisations identify the most cost-effective and compliant licensing configuration for their needs. Our licensing advisory is provided for informational purposes only. We are not a Microsoft reseller unless expressly stated. Any licensing transactions are subject to separate terms between you and your chosen reseller or Microsoft directly.

3.4 SaaS Products

We develop and operate proprietary software products available on a subscription basis. These products are described in detail in Section 7. Access to each product is subject to these Terms and any product-specific terms communicated at the point of subscription.

3.5 Service Availability

We take reasonable steps to ensure that the Website and our SaaS platforms are available at all times; however, we do not guarantee uninterrupted or error-free operation. We may temporarily suspend access to carry out maintenance, implement updates, or address security incidents. Where possible, we will provide advance notice of planned maintenance. We are not liable for any loss arising from temporary unavailability of any Service.

4User Accounts & Access

4.1 Account Registration

To access certain Services, including our SaaS products, you will be required to create an account. When registering, you agree to provide accurate, current, and complete information and to keep that information updated. You must not impersonate any person or organisation, or misrepresent your affiliation with any person or organisation.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your username, password, and any multi-factor authentication tokens. You agree to notify us immediately at hello@copilot-365.com if you become aware of any unauthorised access to your account or any other security breach. We will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4.3 Authorised Users

Subscriptions to our SaaS products may grant access to one or more "authorised users" as specified in your subscription plan. You are responsible for ensuring that all authorised users under your subscription comply with these Terms. You must promptly remove access for any individual who ceases to be an authorised user under your organisation.

4.4 Account Sharing

Unless your subscription expressly permits multiple concurrent sessions, account credentials must not be shared between individuals. Each authorised user must have their own unique login. We reserve the right to suspend or terminate accounts where we reasonably believe that credentials are being shared in breach of this provision.

4.5 Minimum Age

Our Services are directed exclusively at businesses and professionals. You must be at least 18 years of age and have legal capacity to enter into contracts to register for an account or engage our Services. Our Services are not intended for personal or consumer use.

5Acceptable Use

You agree to use the Website and Services only for lawful purposes and in accordance with these Terms. In particular, you agree not to:

• Use the Services in any way that violates any applicable local, national, or international law or regulation, including but not limited to the Computer Misuse Act 1990 (UK), data protection legislation, anti-bribery legislation, or trade sanctions;
• Attempt to gain unauthorised access to any part of our systems, databases, or networks, or to any third-party systems connected to our Services;
• Introduce or transmit any virus, worm, Trojan horse, spyware, ransomware, or other malicious code;
• Engage in any automated scraping, crawling, or data harvesting of our Website or SaaS platforms without our prior written consent;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any of our SaaS products or proprietary software;
• Use our Services to build or develop a product or service that is competitive with any of our Services;
• Circumvent, disable, or otherwise interfere with any security-related feature of the Services, including features that prevent or restrict use or copying of content;
• Upload, post, transmit, or otherwise make available any content that is unlawful, defamatory, obscene, harassing, fraudulent, or infringes the intellectual property rights of any third party;
• Transmit or facilitate the transmission of unsolicited commercial communications (spam) in connection with our Services;
• Use the Services in a manner that imposes an unreasonable or disproportionately large load on our infrastructure.

We reserve the right to investigate any suspected breach of this Section and to take any action we consider appropriate, including suspension or termination of your access, reporting to relevant authorities, and pursuing legal remedies.

6Intellectual Property

6.1 Our Intellectual Property

All content, materials, and intellectual property rights comprised in or relating to the Website and Services — including but not limited to software code, databases, algorithms, design elements, graphics, text, trade marks, service marks, logos, and methodologies (collectively, "IP") — are owned by or licensed to LogiSam Ltd. All rights are reserved.

The trade mark "Copilot 365" and the associated logo are proprietary marks of LogiSam Ltd. "Microsoft", "Microsoft 365", "Copilot", and related marks are registered trade marks of Microsoft Corporation and are used on this Website for identification and descriptive purposes only.

6.2 Licence to Use

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and Services solely for your internal business purposes during the applicable subscription term or engagement period. This licence does not include any right to sublicense, sell, resell, transfer, assign, or otherwise exploit the Services commercially.

6.3 Feedback & Suggestions

If you provide us with any feedback, suggestions, ideas, or recommendations regarding our Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, adapt, publish, and commercialise that Feedback in any form. We are under no obligation to act on any Feedback provided.

6.4 Client Materials

You retain ownership of all data, content, and materials that you provide to us in connection with the Services ("Client Materials"). You grant us a limited licence to use Client Materials solely for the purpose of providing the Services to you. You represent and warrant that you own or have obtained all necessary rights and permissions to provide the Client Materials to us for this purpose.

6.5 Deliverables

Unless otherwise agreed in writing in an applicable SOW, all deliverables, reports, presentations, and other work product created by us in the course of providing consultancy or training services ("Deliverables") shall remain the intellectual property of LogiSam Ltd until payment in full has been received, at which point ownership of the Deliverables shall transfer to you. Notwithstanding this, we retain ownership of any underlying methodologies, frameworks, templates, or pre-existing materials incorporated into the Deliverables.

7SaaS Products

Copilot 365 operates the following proprietary SaaS products. Access to each product is subject to these Terms together with any product-specific order form, data processing agreement, or supplemental terms provided at onboarding.

7.1 Tenant Storage Optimiser (TSO)

TSO is a SaaS tool designed to analyse Microsoft 365 tenant storage consumption, identify inefficiencies, surface redundant or oversized content, and provide actionable recommendations to reduce storage costs and improve governance. TSO integrates with your Microsoft 365 tenant via Microsoft Graph API, using OAuth 2.0 authentication. You acknowledge that TSO requires delegated or application permissions to certain Microsoft 365 services, and you are responsible for ensuring that your organisation's security and compliance policies permit such integration. TSO does not store copies of your content; it processes metadata and usage statistics only.

7.2 SafeScan

SafeScan is a Microsoft 365 security scanning SaaS that assesses your tenant configuration against security baselines, identifies misconfigured settings, reviews sharing permissions, and produces prioritised remediation reports. SafeScan requires read-level access to your Microsoft 365 environment via the Microsoft Graph API. SafeScan does not modify your tenant configuration; all remediation actions must be taken by your own administrators. The outputs of SafeScan are provided for informational and advisory purposes and do not constitute a formal security audit, penetration test, or professional certification. We make no warranty that SafeScan will identify every security vulnerability present in your environment.

7.3 Copilot IQ

Copilot IQ is an adoption analytics SaaS that tracks and visualises Microsoft Copilot usage patterns across your Microsoft 365 tenant, providing insights to increase adoption, identify training needs, and demonstrate return on investment. Copilot IQ processes Microsoft 365 usage reports and Copilot activity data through the Microsoft Graph API. All analytics are aggregated and presented at the appropriate level of granularity consistent with your organisation's privacy obligations. You are responsible for ensuring that your use of Copilot IQ is consistent with your internal data handling policies and any employee consultation or notification obligations that may apply in your jurisdiction.

7.4 NDMO Compliance Tracker

NDMO Compliance Tracker is a SaaS product designed to assist organisations operating in the Kingdom of Saudi Arabia to monitor and document their compliance posture against the requirements of the National Data Management Office (NDMO) data governance framework and associated regulations. The NDMO Compliance Tracker provides a structured workflow for self-assessment, evidence collection, and progress tracking. The product is provided for informational and workflow management purposes only and does not constitute legal advice, regulatory advice, or a guarantee of regulatory compliance. Organisations using the NDMO Compliance Tracker should seek independent legal and regulatory counsel to confirm their compliance obligations. We accept no liability for any regulatory sanctions, fines, or enforcement action arising from a client's reliance on the outputs of the NDMO Compliance Tracker.

7.5 General SaaS Terms

The following terms apply to all SaaS products listed in this Section 7:

• Microsoft Graph Permissions: You are responsible for granting and, where appropriate, revoking the Microsoft Graph permissions required by each product. We will not request permissions beyond those reasonably necessary for the product's stated functionality.
• Data Residency: Unless otherwise agreed, customer data processed by our SaaS products is hosted within Microsoft Azure data centres in the United Kingdom or European Union. We will notify you if we intend to change the data residency location and provide you with a reasonable opportunity to object before any transfer.
• Service Levels: We target 99.5% monthly uptime for all SaaS products, measured on a calendar month basis, excluding scheduled maintenance windows and events outside our reasonable control. Specific SLA terms, including any applicable service credits, will be set out in a separate service level agreement if agreed in writing.
• Updates & Feature Changes: We may update, modify, or deprecate features of our SaaS products at any time. For material changes that would significantly affect your use of a product, we will provide at least 30 days' written notice where reasonably practicable.
• Third-Party Integrations: Our SaaS products may integrate with third-party platforms, including the Microsoft 365 platform. We are not responsible for the availability, accuracy, or changes to third-party APIs, and we are not liable for any interruption to our Services caused by changes to third-party platforms.

8Subscription, Fees & Payment

8.1 Fees

Fees for our Services are as set out in the applicable order form, SOW, quotation, or as displayed on the Website at the time of purchase. All fees are stated exclusive of value added tax (VAT) and any other applicable taxes, which will be added at the prevailing rate where applicable. For clients based outside the United Kingdom, you are responsible for determining and remitting any applicable local taxes in your jurisdiction.

8.2 Subscription Terms

SaaS product subscriptions are available on a monthly or annual basis as specified at the point of purchase. Annual subscriptions are invoiced upfront for the full year. Monthly subscriptions are invoiced at the beginning of each billing cycle. Unless you notify us in writing of your intention to cancel at least 30 days before the end of your then-current subscription term, your subscription will automatically renew for a further period of the same duration at the then-current published rate.

8.3 Payment Terms

Payment is due within 14 days of the invoice date, unless otherwise agreed in writing. We accept payment by bank transfer, major debit and credit cards, and other payment methods as indicated on the relevant invoice or checkout page. For annual subscriptions purchased online, payment is collected at the time of subscription.

8.4 Late Payment

If any amount remains unpaid after the due date, we reserve the right to: (a) charge interest on the overdue sum at the rate of 8% per annum above the Bank of England base rate from time to time, as provided under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend your access to the relevant Services until payment is received in full; and (c) pass any overdue amounts to a debt recovery agency or solicitor, in which case you will be responsible for all reasonable costs of recovery.

8.5 Price Changes

We reserve the right to change our pricing. For existing subscribers, any price increase will take effect no earlier than the next renewal date following at least 30 days' written notice. Your continued use of the Service after a price increase takes effect constitutes acceptance of the new pricing.

8.6 Refunds

Fees for consultancy and training services that have been delivered are non-refundable. For SaaS subscriptions, we do not offer refunds for partial months or partial years of service that have commenced. If you terminate an annual subscription mid-term, you will not receive a pro-rata refund for unused months. Exceptions may be made at our sole discretion in cases where we have materially failed to provide the contracted service.

9Data & Privacy

9.1 Privacy Notice

Our collection and use of personal data is governed by our Privacy Notice, which forms part of these Terms and should be read alongside them. The Privacy Notice explains the types of personal data we collect, the purposes for which we use it, the legal bases on which we rely, your rights under UK GDPR, and how to exercise those rights.

9.2 Data Controller and Processor

Where we process personal data relating to your employees, clients, or other individuals in connection with the provision of our SaaS products and consultancy services, we act as a data processor on your behalf and you act as the data controller. In such cases, our processing activities are governed by a Data Processing Agreement ("DPA") which sets out the subject matter, duration, nature and purpose of the processing, the type of personal data processed, and the categories of data subjects. You may request a copy of our standard DPA by emailing hello@copilot-365.com.

9.3 UK GDPR Compliance

We are committed to processing personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. We are registered with the Information Commissioner's Office (ICO). You warrant that any personal data you provide to us or make available to us in connection with the Services has been collected and processed in compliance with applicable data protection legislation, and that you have a lawful basis for transferring it to us.

9.4 International Data Transfers

We may transfer personal data to countries outside the United Kingdom in connection with the provision of our Services, including to our offices in Saudi Arabia and the UAE. Any such transfers are conducted in accordance with appropriate safeguards, such as the UK International Data Transfer Agreement (IDTA) or equivalent mechanisms, as required by UK GDPR. Full details of our international transfer arrangements are set out in our Privacy Notice.

9.5 Security

We implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, destruction, or alteration, in accordance with UK GDPR Article 32. These measures include encryption of data in transit and at rest, access controls, regular security assessments, and employee training. However, no security measures are completely infallible, and we cannot guarantee absolute security of data transmitted over the internet.

10Disclaimers & Limitation of Liability

10.1 Services Provided "As Is"

To the fullest extent permitted by applicable law, our Services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. We expressly disclaim all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

10.2 Accuracy of Information

The Website and Service outputs (including reports, analytics, compliance assessments, and recommendations) are provided for informational purposes only. Whilst we take reasonable care to ensure accuracy, we do not warrant the completeness, accuracy, timeliness, or suitability of any information provided. Information relating to licensing, regulation, or compliance should be verified independently and should not be relied upon as legal, regulatory, financial, or professional advice.

10.3 Exclusion of Consequential Loss

To the fullest extent permitted by law, in no event shall LogiSam Ltd, its directors, officers, employees, agents, or licensors be liable for any:

• Loss of profits, revenue, or business;
• Loss of data or corruption of data;
• Loss of anticipated savings;
• Loss of goodwill or reputation;
• Indirect, incidental, special, consequential, or exemplary damages;

arising out of or in connection with these Terms or the Services, whether based on contract, tort (including negligence), statute, or any other theory, even if we have been advised of the possibility of such damages.

10.4 Cap on Liability

Our total aggregate liability to you arising out of or in connection with these Terms or the Services shall not exceed the greater of: (a) the total fees paid or payable by you to us in the 12 months immediately preceding the event giving rise to the claim; or (b) £1,000 (one thousand pounds sterling).

10.5 Exceptions

Nothing in these Terms shall limit or exclude our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law, including the Consumer Rights Act 2015 to the extent applicable. The parties confirm that these Terms have been negotiated on a commercial basis and that the limitations of liability in this Section reflect the commercial allocation of risk between parties of equal bargaining power.

11Indemnification

You agree to indemnify, defend, and hold harmless LogiSam Ltd and its directors, officers, employees, contractors, agents, licensors, and successors from and against any and all claims, proceedings, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms, including any representation or warranty made herein;
• Your use of the Services in a manner not authorised by these Terms;
• Any Client Materials or data that you provide to us that infringes the intellectual property rights of a third party or that contains personal data which you did not have lawful authority to process or share;
• Your violation of any applicable law or regulation in connection with your use of the Services;
• Any claim by a third party arising from your use of any deliverable, report, or output produced by us in the provision of the Services, where such claim arises from your own misuse or modification of such output.

We reserve the right, at our own expense, to assume exclusive control of any matter otherwise subject to indemnification by you, in which case you agree to co-operate with us in asserting any available defences.

12Termination

12.1 Termination by You

You may cancel a SaaS subscription at any time by notifying us in writing at hello@copilot-365.com or through the account management portal, subject to the notice periods set out in Section 8.2. Cancellation will take effect at the end of the then-current billing period. Consultancy or training engagements may be terminated in accordance with the cancellation provisions set out in the applicable SOW.

12.2 Termination by Us

We may suspend or terminate your access to the Services, with immediate effect and without prior notice, if:

• You are in material breach of these Terms and, where the breach is capable of remedy, you have failed to remedy it within 14 days of receiving written notice from us;
• You have failed to pay any amount due to us and have not remedied the non-payment within 7 days of a written payment reminder;
• You become insolvent, enter administration, are subject to a winding-up petition, or any analogous event occurs in your jurisdiction;
• We are required to do so by applicable law, regulation, or order of a competent court or authority;
• Continued provision of the Services would expose us to regulatory risk, reputational harm, or legal liability.

12.3 Effect of Termination

Upon termination or expiry of your access to the Services: (a) your right to access and use the Services will immediately cease; (b) any outstanding invoices will become immediately due and payable; (c) we will retain and delete your data in accordance with our data retention policy set out in the Privacy Notice. We will provide you with a reasonable opportunity (not less than 30 days following termination, unless termination was for breach or non-payment) to export your data from our SaaS platforms. After this period, we may permanently delete your data.

12.4 Survival

The provisions of these Terms that by their nature are intended to survive termination shall do so, including but not limited to Sections 6 (Intellectual Property), 10 (Disclaimers & Limitation of Liability), 11 (Indemnification), and 13 (Governing Law).

13Governing Law

13.1 Applicable Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

13.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, subject to the provisions of Clause 13.3 below.

13.3 Alternative Dispute Resolution

Before commencing formal legal proceedings, the parties agree to use reasonable endeavours to resolve any dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within 30 days of one party notifying the other in writing of the dispute, either party may propose referral to a recognised mediation service such as the Centre for Effective Dispute Resolution (CEDR). Nothing in this clause shall prevent either party from seeking urgent injunctive or interim relief from a court where necessary to protect its legitimate interests.

13.4 International Clients

For clients based in the Kingdom of Saudi Arabia, the United Arab Emirates, or other jurisdictions, the choice of English law and jurisdiction does not affect any mandatory consumer or regulatory protections that may apply under your local law. For enterprise clients in those jurisdictions, the governing law provision may be varied by written agreement in an applicable SOW.

14Changes to These Terms

We reserve the right to amend or update these Terms at any time to reflect changes in our Services, applicable law, or regulatory requirements. When we make material changes, we will:

• Update the "Effective Date" at the top of these Terms;
• Post the updated Terms on the Website;
• Send you an email notification to the address associated with your account (where applicable) at least 30 days before the changes take effect, for changes that materially affect your rights or obligations.

Non-material changes (such as corrections to typographical errors, clarifications that do not alter the substance of any obligation, or the addition of new product descriptions for products you have not subscribed to) may be made without advance notice.

Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and, if applicable, cancel your subscription before the revised Terms take effect.

Previous versions of these Terms are archived and available on request by emailing hello@copilot-365.com.

15Contact Us

If you have any questions about these Terms, wish to exercise any right described herein, or need to raise a concern, please contact us using the details below. We aim to acknowledge all written enquiries within 2 business days.

For data protection matters specifically, please mark your correspondence "Data Protection Enquiry" and we will ensure it is directed to the appropriate contact. You also have the right to lodge a complaint with the Information Commissioner's Office (ICO) at ico.org.uk if you believe your personal data has been processed in breach of applicable data protection law.

Miscellaneous Provisions

Entire Agreement. These Terms, together with any applicable SOW, order form, DPA, or product-specific supplemental terms, constitute the entire agreement between you and LogiSam Ltd with respect to the subject matter hereof and supersede all prior agreements, representations, warranties, and understandings relating to the same subject matter.

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may freely assign our rights and obligations under these Terms, including as part of a merger, acquisition, or sale of all or substantially all of our business assets, provided that we notify you in writing of any such assignment.

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent that such delay or failure results from causes beyond that party's reasonable control, including but not limited to acts of God, pandemic, governmental action, industrial dispute, failure of telecommunications or internet infrastructure, or acts of third parties.

Third Party Rights. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. This does not affect any right or remedy of a third party that exists or is available apart from that Act.

Notices. Any formal notice required or permitted to be given under these Terms shall be in writing and delivered by email to the addresses specified herein, or to such other address as either party may notify the other of in writing. Notices shall be deemed received on the next business day after sending, provided no delivery failure notification is received.