TERMS AND CONDITIONS

If you are using Xapsys CRM, then you and/or your company have given consent to these terms.
This is your End User Licence Agreement for Xapsys CRM. Please read this carefully before using the Xapsys CRM service and you may want to retain a copy for your records. When you accept these terms, you confirm that you are duly authorized on behalf of the Client to place an order for Xapsys CRM subject to the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge.

A: PROPERTY OF XAPSYS CRM FOLLOWING ACCEPTANCE OF THIS END USER LICENCE AGREEMENT YOU MAY ACCESS AND USE THE XAPSYS CRM SOFTWARE THROUGH OUR SERVERS. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT, ARE AND REMAIN THE PROPERTY OF XAPSYS LIMITED (‘XAPSYS LTD’’, ‘XAPSYS CRM’, ‘WE’, ‘US’ AND ‘OUR’).

B: LICENCE ACCEPTANCE PROCEDURE BY CLICKING ON THE ACCEPTANCE BUTTON DURING THE REGISTRATION PROCEDURE, YOU INDICATE ACCEPTANCE OF THIS END USER LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS END USER LICENCE AGREEMENT. SUCH ACCEPTANCE IS ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (‘CLIENT’). IN THIS END USER LICENCE AGREEMENT, ‘YOU’ INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON THE ACCEPTANCE FIELD. IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT, DO NOT USE THE WEBSITE OR THE SERVICE.

C: USER REJECTION XAPSYS LTD HAVE THE RIGHT TO STOP YOUR COMPANY FROM USING THE XAPSYS CRM SERVICE WITHIN 21 DAYS OF SUBMISSION, IN WHICH CASE YOU WILL BE NOTIFIED OF SUCH REJECTION BY E-MAIL.

1. Definitions
The following terms as used in this Agreement have the following meanings:
“Agreement” means this End User Licence Agreement which may be amended by Xapsys Ltd from time to time in accordance with its terms;
“Xapsys CRM” means the online Business Management platform managed by Xapsys Ltd and provided through the Website and other properties;
“Xapsys CRM Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by Xapsys Ltd in providing the Service;
“Client”, “you”, “yours” means you, the corporate entity or organization ordering the Service(s);
“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to Xapsys CRM and/or the Service or generated by the Service in the course of using the Service including but not limited to data held in the Service;
“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;
“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;
“Effective Date” means the date upon which this Agreement is accepted by the Client;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;
“Service(s)” means the online Business Management services developed, operated, and maintained by Xapsys Ltd (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by Xapsys Ltd, to which the Client is being granted access under this Agreement, including the Xapsys CRM Technology and the Content;
“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by Xapsys Ltd at the Client’s request); and
“Website” means Xapsys.co.uk

2. Privacy; Disclosure
a. Xapsys Ltd’s privacy policy in relation to the Client’s use of the Service may be viewed at the Xapsys website, and is incorporated into this Agreement by reference. Xapsys Ltd reserves the right to modify its privacy policy in its reasonable discretion from time to time. With regard to any personal data input by or collected from the Client that may be stored or processed in the Xapsys CRM system, such data shall be stored and processed by Xapsys Ltd in accordance with UK data protection legislation. Note that because the Service is a hosted, online application, Xapsys Ltd occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service. The Client agrees that Xapsys Ltd can disclose the fact that the Client is a user of the Service.
b. If you do not agree with Xapsys Ltd’s privacy policy then please do not use the Website or the Service.

3. Registration
a. Upon signing up for the Service and at subsequent times as requested by Xapsys Ltd, You agree to provide to Xapsys Ltd your accurate, current, and complete personal name and/or business name, administrator name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.
b. If you provide Registration Data that is, or that Xapsys Ltd suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Xapsys Ltd has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by you, your business(es), affiliates and all users of your account. At all times, you shall maintain and promptly update Registration Data.

4. Licence Grant and Restrictions
a. Subject to and conditional upon the Client’s compliance with the terms of this Agreement, Xapsys Ltd hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client’s own internal business purposes, subject to the terms and conditions of this Agreement.
b. All rights not expressly granted to the Client are reserved by Xapsys Ltd and its licensors.
c. The Client may not access the Service if they are a direct competitor of Xapsys Ltd or any of Xapsys Ltd’s businesses or associated companies, except with Xapsys Ltd’s prior written consent.
d. In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Unless agreed in advance in writing, The Client shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or © copy any ideas, features, functions or graphics of the Service.
e. The Client may use the Service only for internal business purposes and shall not (nor authorize any third party to): (i) store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks.
f. Xapsys Ltd, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to Xapsys CRM and the Service. You acknowledge and agree that Xapsys Ltd has no obligation to make available to You any subsequent versions of Xapsys CRM or the Service. In addition, you and Xapsys Ltd acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to Xapsys CRM or the Service and that Xapsys Ltd is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable Law.
g. Xapsys CRM and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Xapsys Ltd does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.

5. The Client’s Responsibilities
a. The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users’ use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall:
i. notify Xapsys Ltd immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
ii. report to Xapsys Ltd immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and
iii. not impersonate another Xapsys CRM User or provide false identity information to gain access to or use the Service.
b. You shall not use Xapsys CRM or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Xapsys Ltd’s ability to provide a high-quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of Xapsys Ltd’s or other clients’ property. If Xapsys Ltd finds that you are using the Service for anything other than as permitted by this Agreement or for any of the prohibited uses in this Agreement, Xapsys Ltd may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:
i. Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
ii. Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
iii. Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
iv. Transmitting any material that may infringe, misappropriate, or otherwise violate any third party’s Intellectual Property Rights.
v. Using the Service in any way that interferes with other clients’ and third parties’ use and enjoyment of the Service or use the Service in any manner which disrupts, prevents or restricts any other client from using the Service.
vi. Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid the restrictions and limitations contained in this Agreement.
c. You further understand and agree that:
i. You shall be solely liable for any transmissions sent through Xapsys CRM and the Service under your account, including the content of any transmission sent through the Service under your account.
ii. You will abide by all applicable Xapsys Ltd policies, procedures, and agreements related to Xapsys CRM and the Service.
d. You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages Xapsys Ltd, Xapsys CRM or the Service in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, Xapsys Ltd may terminate your access to Xapsys CRM or the Service if you breach the requirements of this section.
e. If we, in our sole discretion, consider you to be in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we think is necessary to protect Xapsys CRM, the Service and its users. We may:
i. withdraw your right to use Xapsys CRM and the Service;
ii. remove Client Data from Xapsys CRM;
iii. take legal proceedings against you;
iv. disclose any information to law enforcement authorities we think is necessary or as required by Law. These actions are not limited and we may take any other action we reasonably deem appropriate.
f. As you will be submitting and providing Client Data which may contain the personal data (and potentially sensitive personal data (as such terms are defined under the Act)) of Users and third parties, you acknowledge and accept that you are solely responsible for obtaining all required consents, authorizations and permissions from such Users and third parties to enable you to provide such information to us and to grant to us the rights set forth in this EULA and the privacy policy. It is your responsibility to ensure that all such Users and third parties are aware of and accept the terms of this EULA and the privacy policy and that you have obtained explicit consent of Users to our processing any of their sensitive personal data in accordance with this EULA and the privacy policy. You may not provide us with any Client Data or other information containing personal data of Users or third parties unless and until you have obtained all necessary consents, authorizations and permissions to do so.

6. Account Information and Data
a. Xapsys Ltd does not own any of the Client Data. The Client, not Xapsys Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Xapsys Ltd shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
b. In the event this Agreement is terminated (other than by reason of the Client’s breach), Xapsys Ltd shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time, to the extent permitted by applicable Law, Xapsys Ltd may delete all such data.
c. Xapsys Ltd reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client without limitation. Upon termination by Xapsys Ltd for any breach, the Client’s right to access or use Client Data immediately ceases, and Xapsys Ltd shall have no obligation to maintain or store or forward any Client Data

7. Intellectual Property Ownership
a. You hereby grant to Xapsys Ltd a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) licence to copy, store, share, record, transmit, display, view, print, and use Client Data to the extent required to provide or improve Xapsys CRM and the Service and in accordance with our privacy policy.
b. Xapsys Ltd alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Xapsys CRM Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the Xapsys CRM Technology or the Intellectual Property Rights owned by Xapsys Ltd. The Xapsys CRM name, the Xapsys CRM logo, and the product names associated with the Service are trade marks of Xapsys Ltd or third parties, and no right or licence is granted to use them.
c. You are only entitled to the limited use of the rights expressly granted to you in this Agreement. You will not take any action to jeopardize, limit, restrict or interfere with Xapsys Ltd’s Intellectual Property Rights or do any other action or thing which otherwise has the effect of jeopardizing, limiting, restricting or interfering with Xapsys Ltd’s ownership or use of such Intellectual Property Rights. You acknowledge and agree that any unauthorized use of the Xapsys CRM Technology and the Content is a breach of this Agreement, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through Xapsys CRM or the Service is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

8. Setup and Training Services
Setup and training services may be available on request from Xapsys Ltd. Their availability and cost will be subject to agreement between the parties.

9. Excess Data Storage Fees
Disk maximum storage space allowance provided to the Client is at the sole discretion of Xapsys Ltd and Xapsys Ltd reserves the exclusive right to amend this at any time without notice.

10. Termination
This Agreement commences on the Effective Date. You understand and agree that Xapsys Ltd may at any time, and without additional notice to you, terminate, modify, suspend, discontinue, or block access to some or all of the features of Xapsys CRM or the Service if:
a. Xapsys Ltd determines that you have materially breached this Agreement (without limiting the generality of the foregoing any unauthorized use of the Xapsys CRM Technology or Service by the Client will be deemed a material and irremediable breach of this Agreement).
b. Xapsys Ltd determines that you did not or will not reasonably comply or cooperate with any applicable Law.
c. Xapsys Ltd is ordered by any regulator, law enforcement or other government agency to suspend or terminate the Service.
d; You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against Xapsys Ltd, or participate in any class action lawsuit against Xapsys Ltd.
e; You make any disparaging statement (whether written, oral, electronic, or otherwise) against Xapsys Ltd, the Service, Xapsys CRM or Xapsys Ltd’s employees, contractors, agents, investors, affiliates, or other representatives.
f. Xapsys Ltd determines that such action is necessary to protect, maintain, or improve the Service; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect Xapsys Ltd, our clients, or other third parties affiliated with Xapsys Ltd; or for any other good cause. You also understand that Xapsys Ltd may terminate this Agreement without cause upon thirty (30) days’ prior written notice.

11. Termination Consequences
a. Upon any termination or suspension of your account, Xapsys Ltd may immediately deactivate or delete your account and all related information and files in your account and/or restrict any further access to such files, information, or Service.
b. Xapsys Ltd shall not be liable to you or any third party for any reason for terminating or suspending your use or access to Xapsys CRM or the Service.
c. The provisions of this Agreement relating to intellectual property ownership, Client representations and warranties, confidentiality, use policies and restrictions, storage of user information, publicity rights, non-disparagement, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, modifications, interpretation, dispute resolution and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by Law.

12. Representations and Warranties
a. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
b. Xapsys Ltd represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by Xapsys Ltd within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist Xapsys Ltd in resolving the Defect, including sufficient information to enable Xapsys Ltd to recreate the Defect.
c. You represent, warrant and undertake to Xapsys Ltd that:
i. the Client Data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it changes;
ii. you have obtained all rights, licences and consents necessary to grant the licences to Xapsys Ltd pursuant to this Agreement;
iii. the Client Data will not infringe the rights of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy;
iv. you have obtained all necessary permissions and consents from any persons associated with or identifiable from the Client Data (including the Users);
v. your provision of the Client Data is made in compliance with all applicable Law and the processing and use of such Client Data by or on behalf of Xapsys Ltd shall not cause Xapsys Ltd to breach any applicable Law or infringe the rights of any third party.

13. Confidential Information
Xapsys Ltd will use its reasonable commercial endeavors to keep all Client Data confidential, providing that Client Data may be disclosed to Xapsys Ltd’s employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that:
i. is already known to the public; or
ii. is required to be disclosed by Law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that Xapsys Ltd will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.

14. Indemnification
a. The Client shall indemnify and hold Xapsys Ltd, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with:
i. a claim alleging that use or disclosure of the Client Data infringes the rights of, or has caused harm to, a third party (including the Users);
ii. a claim, which if true, would constitute a violation by the Client of their representations and warranties under this Agreement; or
iii. a claim arising from the breach by the Client or their Users of this Agreement.
b. In connection with a claim for indemnification pursuant to this Clause 14, Xapsys Ltd shall:
i. give written notice of the claim promptly to the Client;
ii. give the Client sole control of the defense and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release Xapsys Ltd of all liability and such settlement does not affect Xapsys Ltd’s business or Service);
iii. provide to the Client all reasonably relevant and available information and assistance; and
iv. not compromise or settle such claim, without your consent.

15. Disclaimer of Warranties
a. Xapsys Ltd and its licensors do not guarantee that:
i. Xapsys CRM or the Service will operate error free or without interruption;
ii. all program defects in relation to the Services will be corrected; or
iii. Xapsys CRM or the Service will operate with any hardware, software, system or data not identified in the ordering process.
b. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by Xapsys Ltd and its licensors. Xapsys Ltd makes no representations or warranties that the Service is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights. The entire risk associated with the use of the Service shall be borne solely by you.
c. In addition, Xapsys Ltd makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).
d. Although every effort is made to ensure that data transmissions of Client Data are secure, Xapsys Ltd makes no guarantees of security, although we will comply with legislation regarding notification of breaches.

16. Internet Delays
Xapsys Ltd’s Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Xapsys Ltd is not responsible for any delays, delivery failures, or other damage resulting from such problems.

17. Force Majeure
In this Agreement, “force majeure” shall mean any cause preventing Xapsys Ltd from performing any or all of Xapsys Ltd’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond Xapsys Ltd’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. Xapsys Ltd shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing Xapsys Ltd’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days’ written notice to Xapsys Ltd. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to Xapsys Ltd’s rights in respect of any breach of this agreement occurring prior to such termination.

18. Limitation of Liability
a. Nothing in this Agreement will exclude or effect your legal statutory rights.
b. Xapsys Ltd shall not be liable for any damages or losses as a result of a force majeure event, or from your or your Users’ use of a Third Party Service.

c. To the fullest extent permitted by Law, in no event shall Xapsys Ltd or its affiliates be liable to you or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if Xapsys Ltd has been informed in advance of such damages or such damages could have been reasonably foreseen by Xapsys Ltd.
d. Without limiting the foregoing, Xapsys Ltd shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential):
i. any loss of profits or other economic advantage;
ii. any loss of data;
iii. any loss of goodwill; and/or
iv. any loss of anticipated savings, arising in respect of any representation, statement, act or omission in connection with this Agreement, whether the claim arises under contract, tort, misrepresentation or breach of statutory duty.
e. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

19. Notice
Xapsys Ltd may give notice by means of electronic mail to the Client’s e-mail address on record in Xapsys CRM’s account information. Such notice shall be deemed to have been given upon the expiration 12 hours after sending the email.

20. Modification to Terms
Xapsys Ltd reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client’s consent to such changes.

21. Assignment; Change in Control
a. This Agreement may not be assigned by the Client without the prior written approval of Xapsys Ltd but may be assigned without the Client’s consent by Xapsys Ltd to:
i. a parent or subsidiary;
ii. an acquirer of assets; or
iii. a successor by merger.
b. Any purported assignment in violation of this section shall be void.
c. Any actual or proposed change in control of the Client that results or would result in a direct competitor of Xapsys Ltd directly or indirectly owning or controlling 50% or more of the Client shall entitle Xapsys Ltd to terminate this Agreement for cause immediately upon written notice.

22. General
a. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.
b. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
c. No joint venture, partnership, employment, or agency relationship exists between the Client and Xapsys Ltd as a result of this Agreement or use of the Service.
d. The failure of Xapsys Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Xapsys Ltd in signed writing authorized by a director of Xapsys Ltd.
e. This Agreement together with Xapsys Ltd’s privacy policy and any copyright notices on the Website comprises the entire agreement between the Client and Xapsys Ltd in relation to the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

23. Fees Invoicing & Payment
Credit card payments
For monthly paying accounts, the Customer agrees to provide us with a valid payment card and authorize us to deduct payments of the current monthly fees as published on our Website. The payment card must be registered in the Customer’s name. Payment cards and payments are subject to validation and authorization checks of the card issuer.
If you sign up for a monthly fee paying account on a 14 day trial basis and do not cancel that account within 14 days of signup, the Service shall continue until cancelled or terminated and you shall be liable to pay monthly fees for the account. Customer will be billed monthly in advance on or around the 30th day after your account was created. There will be no refund or credit for partial months of Service. Fees are chargeable and shall be payable until an account is terminated or cancelled, even if you never use the Service.

Annual Invoice Payments
Where we agree to you having, and you sign up for an annual Customer account on a 14 day trial basis, if you do not cancel that account within 14 days of signup you will be invoiced annually in advance from the end of the trial. The Service shall continue on an annually renewing subscription term until cancelled or terminated and you shall be liable to pay annual fees for the account.
Customers will be billed annually and payment of all fees is due within 30 days of the date of all invoices. There will be no refund or credit for any part of a subscription term. Fees are chargeable and shall be payable until an account is terminated or cancelled, even if you never use the Service.
We shall be permitted to audit all use of the Service to check compliance with the pre-agreed number of Users permitted under the agreement. If the number of Users exceeds the number permitted, we may invoice you extra fees for the additional subscriptions on a prorated basis for the remainder of the current term.
You may request a downgrade to a different plan effective from the annual renewal of the current term, by contacting us by email at support@xapsys.co.uk

24. Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

25. Acceptance of Agreement
By ticking the acceptance field during the registration process, you confirm acceptance of this End User Licence Agreement, which shall constitute a binding contract between Xapsys Ltd and the Client, subject to the ability of Xapsys Ltd within 21 days to reject the Client.

26. Company information
Xapsys Limited is incorporated under the laws of England, with company number 09627623. Xapsys Ltd’s registered address is: 17 Boston Road, Leicester LE4 1AW – UK