Pilot IP Protection Terms

1. Clause 1 — Intellectual property ownership

   All rights in the SwiftInvoicePro platform — source code, database schema, data models, reconciliation and idempotency logic, invoice templates, documentation, reports and interfaces — remain the exclusive property of Apex Flow Technology Ltd. The pilot grants only a limited, non-exclusive, non-transferable, revocable right to access the platform for internal evaluation during the pilot period. All customer data remains the customer's own property.

2. Clause 2 — No derivative works, no reverse engineering

   The customer will not copy, adapt or create derivative works from the platform; will not reverse engineer, decompile or attempt to derive its source code, schema, algorithms or mapping logic (save where that restriction cannot lawfully be excluded under ss.50B/50BA CDPA 1988); will not use the platform or any observation of it as a specification or reference design for a competing product; and will not disclose it to any third party developing or supplying competing software.

3. Clause 3 — Non-circumvention — pilot period plus 24 months

   For the pilot period and twenty-four (24) months after it ends, the customer will not directly or indirectly commission, procure, fund or develop any system performing substantially the same function where that system is derived from, materially informed by, or specified with reference to the platform, its outputs, its documentation or confidential information disclosed under the pilot. This does not restrict any system the customer can show by written records predating the pilot was already independently in development or production. The pilot is provided free of charge and these restrictions form a material part of the consideration.

4. Clause 4 — Confidentiality

   Each party keeps the other's non-public information confidential — including platform architecture, technical and security documentation, pricing and commercial terms — and uses it only for the pilot. Disclosure is limited to personnel and professional advisers who need it and are under equivalent obligations. These obligations survive five (5) years, and indefinitely for trade secrets.

5. Clause 5 — Remedies, survival and governing law

   A breach of clauses 2, 3 or 4 may cause irreparable harm for which damages alone are inadequate, and Apex Flow Technology Ltd may seek injunctive relief and specific performance in addition to any other remedy. Any restriction found unenforceable applies with the minimum modification needed to make it enforceable. Clauses 1–5 survive expiry or termination. Governed by the laws of England and Wales, with exclusive jurisdiction of the English courts.

Accepting these terms does not itself grant access. Read-only PMS access is issued only after manual review and written confirmation of scope.