Terms & Conditions

IMPORTANT: These Terms apply to business customers only. By clicking “I Agree”, creating an account, or using the Services, you confirm you are acting on behalf of a business and agree to be legally bound.

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1. Parties and Contract Formation

1.1 These Terms are between (a) Struxsion Ltd (company incorporated in England and Wales) (the “Company”, “we”, “us”), and (b) the legal entity that creates an account or uses the Services (the “Customer”, “you”).

1.2 You accept these Terms by (i) clicking an acceptance button or ticking a box indicating acceptance at sign-up, (ii) creating an account, (iii) placing an order, or (iv) accessing or using the Services. You warrant you have authority to bind the Customer.

1.3 If you do not agree to these Terms, you must not use the Services.

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2. Order of Precedence

2.1 If there is any conflict between documents, the following order applies: (1) any Order Form (if used), (2) these Terms, (3) the Data Processing Addendum (“DPA”), (4) any Support/SLA policy, (5) any other referenced policies.

2.2 Any customer terms are excluded unless expressly agreed in writing by the Company.

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3. Definitions

“Account” means the Customer’s registered account for the Services.

“Authorised Users” means individuals permitted by the Customer to use the Services under the Customer’s Account.

“Customer Data” means all data, content, files, images, text, personal data, and other information submitted to, stored on, sent through or processed via the Services by or on behalf of the Customer or Authorised Users.

“Documentation” means user guides, help articles, and materials we make available for the Services.

“Fees” means the subscription fees and any other charges payable for the Services.

“Order” / “Order Form” means an online order, checkout, or written order specifying plan, Fees, and term.

“Services” means the Struxsion CRM platform and related services, including (where enabled) AI-assisted tools, document generation, image rendering, integrations, support, and updates.

“Subprocessors” means third parties engaged by us to process Customer Data (e.g., hosting, email delivery, payments, AI services).

“UK GDPR” means the UK General Data Protection Regulation and the Data Protection Act 2018, as amended.

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4. Scope and Eligibility

4.1 Business use only. The Services are offered only to organisations and sole traders acting in the course of business. The Services are not intended for consumers.

4.2 You must be at least 18 years old and have capacity to contract. You must ensure Authorised Users comply with these Terms.

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5. Licence Grant and Restrictions

5.1 Licence. Subject to these Terms and payment of Fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Services for the Customer’s internal business purposes.

5.2 Restrictions. Except to the extent permitted by law, you must not (and must not permit others to): (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile or attempt to derive source code; (c) access the Services to build or benchmark a competing product; (d) resell, rent, lease, sublicense, white-label, or provide the Services to third parties (except your own clients in the ordinary course where you remain the Customer and comply with these Terms); (e) circumvent usage limits or security; (f) interfere with or disrupt the Services; (g) use the Services to send unsolicited communications or in breach of applicable marketing laws.

5.3 Usage limits. Plans may include user, storage, feature, or usage limits. We may enforce limits and may charge for overages or require an upgrade, as described at checkout or in the Order.

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6. Accounts, Administration and Security

6.1 Account administration. The Customer is responsible for configuring permissions and controlling access. Admin users may manage Authorised Users, roles, and data. Customer is responsible for all activities under the Account.

6.2 Credentials. You must keep credentials confidential, use strong passwords, and promptly notify us of any unauthorised access. We may require multi-factor authentication (MFA) for admins and may enforce security controls.

6.3 Support access. To provide support, we may access the Account and Customer Data on a need-to-know basis. We log administrative access where practicable and will act in accordance with the DPA.

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7. Acceptable Use

7.1 You must not use the Services to store, transmit or process: (a) unlawful content; (b) malware; (c) content that infringes IP rights; (d) content that is abusive, discriminatory, or harassing; (e) content that violates privacy rights; or (f) content requiring heightened controls unless agreed (e.g., payment card data beyond Stripe, highly sensitive health data).

7.2 Email and messaging. Where the Services enable communications (including through Resend or other providers), you must comply with all applicable laws, including PECR and GDPR (and equivalent laws where recipients are located), and you must not send spam. We may suspend sending where we reasonably suspect abuse, high complaint rates, or legal non-compliance.

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8. Customer Responsibilities

8.1 Lawful use. The Customer is responsible for its business processes, compliance, and use of the Services.

8.2 Customer Data. The Customer warrants it has all necessary rights, permissions, and lawful bases to provide Customer Data to the Services and for us to process Customer Data as required to provide the Services.

8.3 Devices and connectivity. The Customer is responsible for its systems, internet access, and ensuring compatibility.

8.4 Third-party consents. Where Customer Data includes third-party personal data (e.g., end customers), the Customer is responsible for providing appropriate privacy notices and obtaining any required consents.

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9. Data Protection and Privacy

9.1 Roles. For Customer Data, the Customer is typically the “Controller” and we are the “Processor” under UK GDPR. For our own business data (e.g., billing, account administration, security logs), we act as a “Controller”.

9.2 DPA. The DPA forms part of these Terms and sets out how we process personal data as Processor, including security measures, Subprocessors, international transfers, and deletion/return of Customer Data. The Customer agrees to the DPA upon acceptance of these Terms.

9.3 Subprocessors. We use Subprocessors to provide the Services, including (as applicable) Supabase (database/hosting), Resend (email delivery), Stripe (payments), and OpenAI (AI features). An up-to-date list is made available to Customers.

9.4 International transfers. Where Customer Data is transferred outside the UK/EEA, we use appropriate safeguards, such as UK IDTA/UK Addendum and EU Standard Contractual Clauses, as set out in the DPA.

9.5 Customer requests. The Customer is responsible for handling data subject requests relating to Customer Data. We will provide reasonable assistance as required by the DPA and applicable law.

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10. AI-Assisted Features

10.1 Optional AI. The Services may include AI-assisted features (for example, drafting descriptions, suggesting text, generating document content, or rendering images) which may be provided by third-party AI providers (including OpenAI).

10.2 No reliance. AI outputs are generated based on input data and may be incorrect, incomplete, misleading, or inappropriate. Outputs are provided “as is” for assistance only. The Customer must independently verify all AI outputs before use, including for quotes, scope descriptions, compliance documents, or customer communications.

10.3 Prohibited inputs. You must not submit to AI features any content that is unlawful, that infringes rights, or that includes special category personal data or highly sensitive data unless you have a lawful basis and appropriate safeguards and the feature is configured to permit such processing. You are responsible for prompts, inputs, and how outputs are used.

10.4 Output ownership. As between the parties, the Customer owns its Customer Data and may use AI outputs generated for the Customer, subject to these Terms. We do not grant any rights to third-party datasets or models underlying outputs.

10.5 Safety. We may implement content filters and may block or restrict prompts/outputs where we reasonably believe it is necessary for safety, legal compliance, or to protect the Services.

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11. Third-Party Services and Integrations

11.1 The Services may interoperate with third-party services. Third-party services are provided under their own terms and privacy policies. We are not responsible for third-party services, their availability, security, or content, except to the extent required by law.

11.2 Payment processing. Payments are processed by Stripe. We do not store full payment card details. You authorise Stripe to process payments and agree to Stripe’s terms.

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12. Fees, Billing and Taxes

12.1 Fees. Fees and plan details are set out at checkout or in an Order. Fees are payable in advance unless otherwise stated.

12.2 Renewals. Subscriptions renew automatically for successive periods (typically monthly or annually) unless cancelled before renewal. You can cancel via your account settings or by contacting support, subject to the notice requirements of your plan.

12.3 Taxes. Fees are exclusive of VAT and other taxes unless stated. You are responsible for applicable taxes (other than our income tax).

12.4 Non-payment. If payment fails, we may retry, suspend access, restrict features (including email sending), and/or terminate after notice. You remain responsible for Fees incurred.

12.5 Price changes. We may change Fees for renewals by giving reasonable prior notice. If you do not agree, you may cancel before renewal.

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13. Trials and Beta Features

13.1 Trials or beta features may be offered at our discretion and may be modified or withdrawn at any time. Beta features are provided “as is” and may be subject to additional limitations.

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14. Support, Maintenance and Availability

14.1 Support. We provide support as described in our support policy or plan. Response times are targets only unless an SLA is purchased.

14.2 Maintenance. We may perform maintenance and updates. We will use reasonable efforts to schedule maintenance to minimise disruption.

14.3 Availability. We aim to make the Services available, but we do not guarantee uninterrupted operation. Downtime may occur due to maintenance, third-party outages, or events beyond our control.

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15. Suspension and Enforcement

15.1 We may suspend or restrict access (in whole or part) immediately if we reasonably believe: (a) your use breaches these Terms or law; (b) your Account poses a security risk; (c) your activity may harm the Services or others; (d) required by a regulator or law enforcement; or (e) Fees are overdue.

15.2 Where practicable, we will notify you and provide an opportunity to remedy the issue. We are not liable for suspension where permitted by law.

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16. Intellectual Property Rights

16.1 Our IP. We own all intellectual property rights in the Services, Documentation, and any improvements or updates. No rights are granted except as expressly set out in these Terms.

16.2 Customer IP. You retain all rights in Customer Data. You grant us a worldwide, non-exclusive licence to host, copy, transmit, display and process Customer Data solely to provide, secure, and improve the Services and to comply with law.

16.3 Feedback. If you provide feedback or suggestions, you grant us a perpetual, worldwide, royalty-free licence to use and incorporate it without restriction.

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17. Confidentiality

17.1 Each party may receive confidential information. The receiving party must keep it confidential and use it only to perform obligations or exercise rights under these Terms.

17.2 Confidential information does not include information that is public (other than by breach), already known, independently developed, or rightfully obtained from a third party.

17.3 We may disclose confidential information where required by law, provided we notify you where lawful.

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18. Warranties and Disclaimers

18.1 Mutual authority. Each party warrants it has authority to enter into these Terms.

18.2 Disclaimer. Except as expressly stated, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all warranties, including fitness for a particular purpose, non-infringement, and that the Services will be error-free or uninterrupted.

18.3 No professional advice. The Services (including AI outputs) do not constitute legal, financial, tax, safety, or professional advice.

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19. Limitation of Liability

19.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be limited under English law.

19.2 Excluded losses. Subject to clause 19.1, we are not liable for: loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or indirect/consequential loss.

19.3 Cap. Subject to clause 19.1, our total aggregate liability arising out of or in connection with the Services and these Terms shall not exceed the Fees paid (or payable) by the Customer in the 12 months immediately preceding the event giving rise to the claim.

19.4 Data and backups. You are responsible for maintaining appropriate backups and export routines. We do not guarantee restoration of deleted data unless expressly agreed.

19.5 AI outputs. Subject to clause 19.1, we have no liability for decisions made or actions taken based on AI outputs.

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20. Indemnities

20.1 Customer indemnity. The Customer shall indemnify and keep indemnified the Company against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising from or related to: (a) Customer Data; (b) use of the Services by the Customer or Authorised Users in breach of these Terms or law; (c) any allegation that Customer Data infringes third-party rights; (d) the Customer’s failure to obtain lawful basis/consents for Customer Data.

20.2 IP infringement indemnity (limited). We will defend the Customer against a third-party claim that the Services infringe UK IP rights, and we will indemnify the Customer for finally awarded damages and reasonable costs, provided that the Customer: (a) promptly notifies us, (b) gives us sole control of the defence/settlement, and (c) provides reasonable assistance. This does not apply where the claim arises from Customer Data, Customer modifications, third-party integrations, or misuse.

20.3 Remedies. If an infringement claim arises, we may (at our option): (a) procure the right to continue using, (b) replace/modify to be non-infringing, or (c) terminate and refund prepaid unused Fees.

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21. Term, Termination and Consequences

21.1 Term. These Terms start on acceptance and continue for the subscription period stated in the Order (“Subscription Term”).

21.2 Termination by Customer. You may terminate by cancelling your subscription, effective at the end of the current billing period, unless an Order states otherwise.

21.3 Termination by Company. We may terminate immediately on notice if: (a) you materially breach and fail to remedy within 14 days after notice, (b) non-payment persists, (c) you become insolvent, or (d) required by law.

21.4 Effects. On termination: (a) your licence ends and access stops; (b) any outstanding Fees become payable; (c) we will make Customer Data available for export for a limited period (if applicable) and then delete/return it in accordance with the DPA and our retention policy.

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22. Compliance, Export Controls and Sanctions

22.1 You must comply with all applicable laws, including anti-bribery, sanctions, and export control laws. You represent you are not located in a sanctioned jurisdiction and are not on a restricted party list.

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23. Force Majeure

23.1 Neither party is liable for delay or failure caused by events beyond reasonable control, including outages of third-party providers, internet failures, strikes, war, terrorism, pandemics, or government action.

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24. Notices

24.1 Notices may be given by email to the account email address (for the Customer) and to our support/legal contact address (for the Company), or via the in-app notification system. Notices are deemed received when sent, unless a bounce-back indicates non-delivery.

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25. Assignment, Subcontracting and Third Party Rights

25.1 The Customer may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of assets.

25.2 We may subcontract performance (including to Subprocessors) provided we remain responsible for our obligations under these Terms and the DPA.

25.3 No third-party rights. Except as expressly stated, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

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26. Entire Agreement, Changes and Interpretation

26.1 Entire agreement. These Terms, the DPA and referenced policies form the entire agreement and supersede prior discussions.

26.2 Changes. We may update these Terms from time to time. If changes are material, we will provide reasonable notice. Continued use after the effective date constitutes acceptance.

26.3 Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains in force.

26.4 Waiver. A waiver is effective only if in writing and applies only to the circumstances stated.

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27. Governing Law and Jurisdiction

27.1 These Terms and any dispute arising out of them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to our right to seek injunctive relief in any jurisdiction.

Schedule 1 – Service Description and Key Subprocessors (Indicative)

The Services include a multi-tenant CRM platform for trade and project workflows, including contact management, quote/proposal generation, document assistance, task/project tracking, and (where enabled) AI-assisted features.

Key Subprocessors may include: (a) Supabase (database, authentication, storage/hosting components), (b) Resend (email delivery), (c) Stripe (payments), (d) OpenAI (AI features). An up-to-date list is made available to Customers and governed by the DPA.

Schedule 2 – Security Overview (High-Level)

We maintain technical and organisational measures designed to protect Customer Data, which may include: encryption in transit; access controls; least privilege; environment separation; logging; backups; and incident response procedures. Detailed measures are set out in the DPA/TOMs documentation available to Customers.

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Acceptance

By clicking “I Agree”, ticking the acceptance box, creating an account, or using the Services, you confirm you have read and understood these Terms and read the Data Processing Addendum (DPA) which can be found here, and agree to be bound by them on behalf of the Customer.