Terms & Conditions

2.2 References to writing include email. The words including and for example do not limit the words before them. A reference to a law includes amendments and replacement legislation. Headings do not affect interpretation.

3 Services

3.1 Subject to payment of the Charges and the Customer’s compliance with the contract, the Supplier will provide the Services described in the Order with reasonable skill and care and substantially in accordance with the applicable documentation.

3.2 The Service, subscription entitlements, hosting arrangements and availability target are described in Schedule 1. Support and maintenance are described in Schedule 2.

3.3 The Supplier may use subcontractors and service providers to perform the Services. The Supplier remains responsible for performance of its contractual obligations, subject to the terms and liability limits of this contract.

3.4 Dates for configuration, migration, development and other Additional Services are estimates unless an Order expressly states that a date is fixed. A delay caused by the Customer extends affected dates and may result in reasonable additional Charges.

3.5 The Service may interoperate with third-party services selected or enabled by the Customer. The Supplier is not responsible for a third-party service, its availability, changes, security or terms, except to the extent the third party is the Supplier’s subcontractor for the relevant obligation.

4 Subscription licence and accounts

4.1 During the Subscription, the Supplier grants the Customer a non-exclusive, non-transferable and non-sublicensable right to permit its Authorised Users to access and use the Service for the Customer’s internal business operations and permitted distributor activities.

4.2 Unless an Order states otherwise, one Subscription includes one Distributor Licence, one Administrator User account and two General User accounts. Additional users, distributor sites, brands, domains, installations or usage may require an additional Order and Charges.

4.3 The Customer must ensure that each account is assigned to one named individual, account details are accurate, credentials are kept confidential and accounts are not shared. The Customer is responsible for activity carried out through its accounts, except to the extent caused by the Supplier’s breach.

4.4 The Customer must promptly notify the Supplier of suspected unauthorised access or credential compromise and must cooperate with reasonable security steps, including password resets or temporary access restrictions.

4.5 The Customer may not copy, modify, translate, create derivative software from, frame, mirror, reverse engineer, decompile or attempt to discover source code for the Service, except to the limited extent that applicable law does not permit that restriction. The Customer may not benchmark or publish performance results without the Supplier’s prior written consent.

5 Customer responsibilities

5.1 The Customer must: (a) provide timely, complete and accurate information and Customer Content; (b) maintain compatible systems, internet access and browsers; (c) obtain all permissions needed for Customer Content and its instructions; (d) ensure Authorised Users comply with the contract; and (e) comply with the AUP and applicable laws in every country where it uses the Service.

5.2 The Customer is responsible for configuring its products, artwork, templates, permissions and workflows and for checking outputs before manufacture, publication, quotation or supply. The Service is a business tool and does not replace the Customer’s product, safety, regulatory, engineering or professional checks.

5.3 The Customer must not upload or permit the processing of special category personal data, criminal-offence data, payment-card data, medical information or other highly sensitive personal data through the Service. The Supplier may remove or quarantine such data where reasonably necessary to manage legal or security risk.

5.4 If the Customer’s act or omission prevents or delays performance, the Supplier is excused from the affected obligation for the period and extent of the impact and may charge reasonable additional costs caused by it.

6 Charges and payment

6.1 Subscription Charges are payable in advance for each Subscription Month through Stripe or another payment method approved by the Supplier. The Customer authorises recurring collection of Charges until cancellation takes effect.

6.2 The Customer’s licence is conditional on successful payment. If a payment is declined, reversed or overdue, the Supplier may retry collection and may suspend access in accordance with clause 12.

6.3 Charges are exclusive of VAT and similar sales, use or withholding taxes, which the Customer must pay where applicable. The Customer is responsible for bank, foreign-exchange and payment-provider charges imposed on it.

6.4 Except where the contract expressly states otherwise or applicable law requires it, Charges paid in advance are non-refundable and there are no credits for partial Subscription Months, unused accounts, unused support time or cancellation during a paid period.

6.5 The Supplier may change recurring Charges by giving at least 15 days’ written notice before the change takes effect. If the Customer does not accept the change, its remedy is to cancel before the first renewal at the new price. A fixed price stated for a specific Additional Service remains fixed for its stated scope.

6.6 If an amount other than an automatically collected recurring Subscription Charge remains overdue five days after written notice, the Supplier may charge interest from the due date at 8% per year above the Bank of England base rate, accruing daily, subject to any mandatory restriction.

7 Changes to the Service and terms

7.1 The Supplier may update, improve, replace or remove features to maintain security, comply with law, respond to third-party platform changes or develop the Service. The Supplier will not materially reduce the core paid functionality during a Subscription Month without reasonable notice, except where urgent action is required for security or legal reasons.

7.2 The Supplier may change hosting arrangements or service providers, provided that it continues to meet its material obligations and complies with Schedule 4 for Customer Personal Data.

7.3 The Supplier may discontinue a plan or the Service by giving at least 30 days’ notice. If discontinuation takes effect during a prepaid period and no reasonably comparable replacement is offered, the Supplier will refund the unused portion of the affected recurring Charge.

7.4 The Supplier may update these terms by giving at least 30 days’ notice. A change will apply from the next renewal after the notice period. A change required urgently by law or to address a material security risk may take effect sooner, with notice as soon as reasonably practicable.

7.5 The Supplier may update the AUP on reasonable notice. An AUP change may take effect immediately only where reasonably necessary to prevent unlawful use, security harm or material disruption.

8 Intellectual property

8.1 The Supplier and its licensors retain all Intellectual Property Rights in the Supplier Materials, the Service, improvements, generic components and know-how. No rights are granted except those expressly stated in the contract.

8.2 The Customer and its licensors retain all Intellectual Property Rights in Customer Content. The Customer grants the Supplier and its subcontractors a non-exclusive, worldwide, royalty-free licence during the contract to host, copy, adapt and otherwise use Customer Content only as needed to provide, secure and support the Services and comply with law.

8.3 A Deliverable is owned by the Supplier unless the relevant Order expressly states that ownership will transfer to the Customer. Any agreed transfer takes effect only after full payment and excludes Supplier Materials, generic components, tools, methods and know-how embedded in or used to create the Deliverable. The Supplier grants the Customer a non-exclusive licence to those excluded elements only to the extent necessary to use the transferred Deliverable for its intended business purpose.

8.4 Unless an Order expressly provides for transfer, bespoke development, CSS, templates, designs and platform enhancements remain Supplier Materials. The Supplier may reuse ideas, techniques and non-confidential generic functionality, but must not disclose Customer Confidential Information or Customer Content when doing so.

8.5 The Customer may provide suggestions or feedback. The Supplier may use them without restriction or payment, provided that it does not identify the Customer or disclose its Confidential Information without permission.

8.6 The Customer warrants that Customer Content and its instructed use do not infringe third-party rights or law. The Customer will indemnify the Supplier against third-party claims, reasonable costs and damages arising from a breach of that warranty or unlawful Customer Content, provided the Supplier promptly notifies the Customer, gives it reasonable control of the defence and does not settle without the Customer’s consent, not to be unreasonably withheld.

8.7 If the unmodified Service infringes a third party’s UK Intellectual Property Rights, the Supplier may obtain continued use rights, modify or replace the affected element, or terminate the affected Service and refund the unused part of any prepaid recurring Charge. Subject to clause 13, this clause states the Customer’s exclusive remedy for such infringement. It does not apply to claims caused by Customer Content, Customer instructions, unauthorised modifications, combination with items not supplied or approved by the Supplier, or use outside the contract.

9 Confidentiality

9.1 Confidential Information means non-public business, technical, commercial or security information disclosed by or for a party that is identified as confidential or should reasonably be understood to be confidential. It excludes information that the recipient can show was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without restriction, or is independently developed.

9.2 Each recipient must protect the other party’s Confidential Information using at least reasonable care, use it only to perform or receive the Services, and disclose it only to personnel, professional advisers and subcontractors who need it and are bound by confidentiality obligations.

9.3 A recipient may disclose Confidential Information where required by law or a competent authority, after giving advance notice where legally permitted and reasonably practicable.

9.4 This clause survives for five years after termination, except that obligations relating to trade secrets continue while the information remains a trade secret.

10 Data protection

10.1 Each party must comply with Data Protection Laws applicable to it. The parties’ processor terms are in Schedule 4.

10.2 For account administration, billing, fraud prevention, relationship management and the Supplier’s own legal obligations, each party acts as an independent controller of the personal data it determines to process for those purposes. Stripe processes payment and billing information under its applicable terms and privacy information.

10.3 The Customer is responsible for the lawfulness, fairness, transparency, accuracy and minimisation of Customer Personal Data and for giving all required notices and instructions. The Customer must not instruct processing that would breach Data Protection Laws.

11 Warranties and service limitations

11.1 The Supplier warrants that it has authority to enter into the contract and will provide the Services with reasonable skill and care.

11.2 The Supplier does not warrant that the Service will be uninterrupted, error-free, compatible with every system, or meet requirements not stated in an Order. Availability, support response and restoration commitments are targets or reasonable-endeavours commitments unless expressly identified as guaranteed.

11.3 Templates, designs, previews, measurements, colours, renders and outputs may be affected by source files, displays, printers, materials, manufacturing tolerances and Customer configuration. The Customer must verify suitability and accuracy before relying on an output.

11.4 To the fullest extent permitted by law, all implied terms, conditions and warranties are excluded, including implied terms as to satisfactory quality, fitness for a particular purpose and correspondence with description, except to the extent they cannot lawfully be excluded.

12 Suspension

12.1 The Supplier may suspend all or part of the Service where reasonably necessary because: (a) Charges are unpaid or reversed; (b) the Customer breaches the AUP or licence restrictions; (c) use presents a security, legal or operational risk; (d) use materially affects other customers or systems; (e) the Supplier reasonably suspects fraud or unauthorised access; or (f) suspension is required by law or a competent authority.

12.2 Where practicable, the Supplier will give advance notice and an opportunity to remedy. It may suspend immediately where delay would increase risk. The Supplier will limit suspension to what is reasonably necessary and restore access after the cause is remedied. Charges continue during a suspension caused by the Customer.

13 Liability

13.1 Nothing in the contract limits or excludes either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded. Nothing limits the Customer’s obligation to pay Charges properly due.

13.2 Subject to clause 13.1, neither party is liable for loss of profit, revenue, anticipated savings, business, contracts, opportunity or goodwill, or for indirect or consequential loss, arising out of or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

13.3 Subject to clauses 13.1 and 13.2, the Supplier’s total aggregate liability arising out of or in connection with the contract is limited to the lower of: (a) 125% of the Charges paid by the Customer in the 12 months immediately preceding the event giving rise to liability; and (b) GBP 40,000. Connected events are treated as one event occurring when the first connected event occurred.

13.4 The Supplier is not liable for loss caused by Customer Content, Customer configuration, unauthorised use, failure to follow documentation or advice, third-party services selected by the Customer, or events outside the Supplier’s reasonable control, except to the extent the Supplier caused or contributed to the loss.

13.5 The Customer acknowledges that the Service depends on Microsoft Azure. The Supplier will use commercially reasonable efforts to manage Azure-related incidents and pursue available provider remedies, but does not guarantee Azure’s performance beyond the commitments expressly stated in this contract.

14 Term cancellation and termination

14.1 The contract begins on the Commencement Date and continues for successive one-month Subscription Months unless cancelled or terminated under this clause.

14.2 The Customer may cancel through the available Stripe subscription controls or by written notice received before the next renewal. Cancellation takes effect at the end of the current paid Subscription Month. The Supplier may cancel for convenience on at least 30 days’ written notice and will refund any recurring Charges paid for a period after termination.

14.3 Either party may terminate immediately by written notice if the other party commits a material breach that cannot be remedied or fails to remedy a remediable material breach within 30 days after written notice.

14.4 The Supplier may terminate immediately if the Customer: (a) fails to pay an amount within 30 days after written demand; (b) materially or repeatedly breaches the AUP or licence; (c) uses the Service unlawfully or creates a material security risk; or (d) becomes insolvent, ceases business or enters an analogous formal insolvency process, to the extent termination is permitted by law.

15 Consequences of termination

15.1 When termination takes effect: (a) the Subscription and all licences end; (b) access stops; (c) unpaid Charges become due; and (d) each party must stop using and, on request, return or securely destroy the other’s Confidential Information, except for lawful archival copies.

15.2 The Customer may request a reasonable export of Customer Content during the 30 days following termination. After that period, the Supplier will delete or render Customer Content beyond use in accordance with Schedule 4, unless law requires retention. The Customer is responsible for requesting and checking its export before deletion.

15.3 Template and design licences end when the Subscription ends. The Customer must stop using Supplier templates, designs and images or other creations generated from them, except to the extent an Order expressly grants a surviving right.

15.4 Termination does not affect accrued rights. Clauses intended by their nature to survive do so, including payment, intellectual property, confidentiality, liability, consequences of termination and general provisions.

16 General

16.1 Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, excluding the Customer’s obligation to pay for Services already supplied. The affected party must take reasonable steps to reduce the impact and notify the other party. If the event materially prevents the Service for more than 30 consecutive days, either party may terminate the affected Service on written notice.

16.2 Assignment. The Customer may not assign or transfer the contract without the Supplier’s prior written consent, not to be unreasonably withheld. The Supplier may assign the contract to an affiliate or in connection with a sale, reorganisation or transfer of the relevant business, on written notice.

16.3 Notices. Formal notices must be in writing and sent by email to the Customer’s billing email and, for the Supplier, to [email protected] , or to an updated address notified in writing. A notice is received when sent if sent before 5.00 pm UK local time on a Business Day and no delivery failure is received, otherwise on the next Business Day. This clause does not govern service tickets or court proceedings.

16.4 Entire agreement. The contract is the entire agreement about its subject matter and replaces prior discussions and arrangements. Each party acknowledges that it does not rely on a statement not set out in the contract, but nothing excludes liability for fraud or fraudulent misrepresentation.

16.5 Variation and waiver. Except for changes permitted by clause 7, a variation must be agreed in writing by authorised representatives. A delay or failure to exercise a right is not a waiver.

16.6 Severance. If a provision is invalid or unenforceable, it is modified to the minimum extent needed to make it effective or, if that is not possible, deleted. The rest remains effective.

16.7 Relationship and third-party rights. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the contract.

16.8 Governing law and courts. The contract and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.