Terms and Conditions

Legal and privacy notices

Legal Notices

Wovex Limited (“Wovex”) makes information and products available on this web site, subject to the following terms and conditions. By accessing this site, you agree to these terms and conditions. Wovex reserves the right to change these terms and conditions, and the products, services, prices, and programs mentioned in this site at any time, at its sole discretion, without notice. Wovex reserves the right to seek all remedies available by law and in equity for any violation of these terms and conditions. Any rights not expressly granted herein are reserved.

Terms of Sale

The terms of sale are set out in the licence agreement which you agree to when, using the cloud provision or receive the software or any services from this web site.

Copyright

The information on this web site is protected by copyright. Except as specifically permitted, no portion of this web site may be distributed or reproduced by any means, or in any form, without Wovex Limited prior written permission.

Copyright notice

Patents and trademarks

For a listing of Wovex patents trademarks and periodically updated patent and trademark marking information, please contact the company head office.

Use of Software

The software and accompanying documentation available to use or receive through the cloud provision from this site are the copyrighted work of Wovex. Use of the software is governed by the terms of the end user license agreement, which accompanies such software. If no license accompanies when opening the software, the terms of the license which accompanied the original product being updated will govern. You will not be able to use the software, the cloud provision or install any software unless you agree to the terms of such end user license agreement.

Subscription Term, Fees & Payment

Subscription Term and Renewals.

a) Monthly Subscription Term. For a month-to-month subscription, the Subscription Term will automatically renew on a monthly basis. Each successive contract month will be considered a “renewal term.” Customer may cancel a month-to-month subscription at any time by contacting Wovex at support@wovex.com/
b) Yearly or Multi-Year Subscription Term. For a yearly or multi-year subscription, the initial Subscription Term is set forth in the Order Form. The Subscription Term will automatically renew for additional, successive twelve month periods (each, a “renewal term”), unless either party gives the other written notice of intent not to renew at least thirty (30) days prior to expiration of the initial Subscription Term or then-current renewal term. Customer will send written notice of intent not to renew to support@wovex.com.

Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via a Recurring Payment Method (as defined below) or (b) otherwise specified in the applicable Order Form. Wovex reserves the right to adjust pricing for any service plan and/or any Service(s) to the then-current list price upon the start of any renewal term.

a) Baseline Monthly Fee. Wovex will charge Customer the monthly subscription fee in advance of each billing period. The monthly subscription fee will be based on the contracted quantity of full seats purchased for the applicable service plan plus any upgrades, if applicable. Customer’s invoice will also include any fees for one-time services (e.g., onboarding services) ordered by Customer.
b) Changes to Contracted Usage. If the contracted usage quantity (e.g., number of full seats) or service plan is changed during a billing period, Customer’s monthly subscription fee will be prorated accordingly as of the effective date of the change.
c) Additional Usage Charges. In addition to the monthly subscription fee, if Customer uses any Services that are subject to additional usage charges and/or if Customer’s actual usage exceeds Customer’s contracted usage quantity, Customer will be charged additional usage fees (calculated based on published pricing and/or applicable unit price set forth in the Order Form).

Services. For any Services that are subject to additional usage charges, the applicable charges will be calculated based on the actual amount of usage of each Service in the given contract month. These additional usage charges will be billed in arrears in the next invoice that Customer receives following the date when the charges were incurred.

Seats. With respect to charges for full seats specifically, if Customer exceeds the originally contracted quantity, the additional seats activated by Customer will be billed as additional usage charges. In the month the additional seats are activated, these charges will be prorated as of the effective date of the change and included in the next invoice that Customer receives. Thereafter, these additional usage charges will be pre-billed for each month that the additional seats remain activated, unless Customer’s Order Form specifies otherwise. At any time, Customer may reduce the then-current full seat quantity (but no lower than the originally contracted quantity), in which case, Customer will receive a credit on their account for the prorated portion of the pre-paid additional usage charges for the number of days that the removed seats were not activated during the contract month.

d) Taxes. Except as expressly set forth in this Agreement, all fees are non-refundable. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. Wovex will invoice Customer for Taxes as well as any legally required fees arising from Customer’s use of Services if Wovex believes it has a legal obligation to do so, and Customer will pay such Taxes and fees if invoiced. If Customer is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Wovex receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

Payment Via Recurring Payment Method. If you are purchasing the Services via credit card, debit card or any other recurring payment method accepted by Wovex (“Recurring Payment Method”), the following terms apply:

Recurring Billing Authorisation. By providing Recurring Payment Method information and agreeing to purchase any Services, Customer hereby authorises Wovex (or its designee) to automatically charge Customer’s Recurring Payment Method on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s usage of the Services and may include adjustments to monthly subscription fee, upgrade fees, one-time service fees, additional usage charges, taxes and other fees as described above.
Foreign Transaction Fees. Customer acknowledges that for certain Recurring Payment Methods, the provider/issuer may charge a foreign transaction fee or other charges.
Invalid Payment. If a payment is not successfully settled due to expiration of a Recurring Payment Method, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Wovex and Wovex may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Recurring Payment Method once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
Changing Recurring Payment Method Information. At any time, Customer may change its Recurring Payment Method information by contacting Wovex at support@wovex.com.
Payment of Outstanding Fees. Upon any termination or expiration of the subscription, Wovex will charge Customer’s Recurring Payment Method (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which payment, Wovex will not charge Customer’s Recurring Payment Method for any additional fees.

Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Wovex reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Wovex also reserves the right to suspend Customer’s access to the Services, without liability, if Customer’s use of the Services is in violation of the AUP or this Agreement.

Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription”), then Customer may use the Services in accordance with the terms and conditions of this Section (and any other supplemental trial terms agreed by Customer) for a period of fourteen (14) days or such other period granted by Wovex (the “Trial Period”). Trial Subscriptions are permitted solely for Customer’s evaluation to determine whether to purchase a paid subscription to the Services or an upgrade to a service plan. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term and may be subject to usage limits. If Customer does not enter into a paid Subscription Term prior to the expiration of the Trial Period, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period, except as otherwise set forth herein. If stated in the Order Form or Additional Product Terms for a specific Service or otherwise communicated in advance by Wovex to Customer, a paid Subscription Term will commence automatically once the Trial Period expires, and Customer will be charged for any continued use of the Services. Wovex has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WOVEX WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, SERVICE LEVEL AGREEMENT (“SLA”), OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Use of Beta Offerings may be subject to additional terms. Wovex, in its discretion, may offer a Beta Offering with or without charge. Wovex reserves the right to start charging and/or modify the pricing for a Beta Offering upon prior written notice to Customer. Beta Offerings may be changed at any time without notice and may not be maintained and/or become generally available. Beta Offerings are to be used for Customer’s internal testing and evaluation purposes only and are not subject to the same security measures specified in the Security Policy. Wovex will have no liability arising out of or in connection with Beta Offerings and disclaims any warranty, indemnity, support, SLA, or other obligations with respect to its Beta Offerings. CUSTOMER USES BETA OFFERINGS “AS IS” AND AT ITS OWN RISK.

Term and Termination

Term. This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Order Form, unless earlier terminated as set forth herein.

Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

Effect of Termination.

Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Wovex Technology) and delete (or, at Wovex request, return) any and all copies of the Documentation, any Wovex passwords or access codes and any other Wovex Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that Wovex may delete any such data as may have been stored by Wovex at any time. Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

Use of website information

Except as otherwise indicated on this site, you may view, print, copy, and distribute documents on this site subject to the following terms and conditions:

1. The document may be used solely for informational, personal, non-commercial purposes; 2. Any copy of the document or portion thereof must include all copyright and proprietary notices in the same form and manner as on the original; 3. The document may not be modified in any way; and 4. Wovex reserves the right to revoke such authorization at any time, and any such use shall be discontinued immediately upon notice from Wovex.

Documents specified above do not include the layout or design of this website. Elements of this site are protected by trade dress or other laws and may not be imitated or reproduced in whole or in part.

The documents specified above do not include logos, graphics, sounds, or images on this website, which may be reproduced or distributed only when expressly permitted by Wovex.

Warranties and Disclaimers; Liability Limitations

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND WOVEX, ALL INFORMATION AND SOFTWARE ON THIS WEB SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WOVEX ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION OR SOFTWARE OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THIS WEB SITE.

IN NO EVENT SHALL WOVEX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM: (1) RELIANCE ON THE MATERIALS PRESENTED, (2) COSTS OF REPLACEMENT GOODS, (3) LOSS OF USE, DATA OR PROFITS, (4) DELAYS OR BUSINESS INTERRUPTIONS, (5) AND ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION) WHETHER OR NOT WOVEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS WEB SITE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. HOWEVER, WOVEX MAKES NO COMMITMENT TO UPDATE MATERIALS ON THIS SITE.

Products and Services Availability

This web site can be accessed from countries around the world and may contain references to Wovex services, programs, and products that have not been announced in your country. These references do not imply that Wovex intends to announce such services, programs, or products in your country.

Submissions

With the exception of credit card numbers for the purchase of products and services, Wovex does not want to receive confidential or proprietary information through its web site.

Any information sent to Wovex, with the exception of credit card numbers, will be deemed NOT CONFIDENTIAL. You grant Wovex an unrestricted, irrevocable license to display, use, modify, perform, reproduce, transmit, and distribute any information you send Wovex, for any and all commercial and non-commercial purposes.

You also agree that Wovex is free to use any ideas, concepts, or techniques that you send Wovex for any purpose, including, but not limited to, developing, manufacturing, and marketing products that incorporate such ideas, concepts, or techniques.

Wovex may, but is not obligated to, review or monitor areas on its site where users may transmit or post communications, including bulletin boards, chat rooms, and user forums. Wovex is not responsible for the accuracy of any information, data, opinions, advice, or statements transmitted or posted on bulletin boards, chat rooms, and user forums.

You are prohibited from posting or transmitting to or from this web site any libellous, obscene, defamatory, pornographic, or other materials that would violate any laws. However, if such communications do occur, Wovex will have no liability related to the content of any such communications.

Compliance with Laws Governing Law

You agree that all matters relating to your access to, or use of, this web site shall be governed by the laws of the United Kingdom.

Wovex makes no representation that information on this web site are appropriate or available for use in all countries, and prohibits accessing materials from territories where contents are illegal. Those who access this site do so on their own initiative and are responsible for compliance with all applicable laws.

Export Control Laws

The export or re-export of Wovex software, hardware, services, and technology available for use or purchase on Wovex.com and associated websites (collectively, “Wovex Products”) is subject to applicable export laws and regulations including, but not limited to, the U.S. Export Administration Regulations (the “EAR”), the European Union Council Regulations, and the Singapore Strategic Goods Control Act. The export or re-export of Wovex Products in violation of the foregoing laws and regulations is strictly prohibited. Wovex Products may also be subject to import, distribution, and/or use restrictions requiring action on your behalf prior to purchase. You are responsible for complying with all applicable laws and regulations. Wovex Products are prohibited for export or re-export to any country or region subject to trade sanctions. Wovex Products are further prohibited for export or re-export to any person or entity named on lists published by the U.S. government (including the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of Treasury), in addition to lists published by the authorities in foreign jurisdictions. You may not export, re-export, or transfer (in-country) any Wovex Products for use in connection with (i) chemical, biological or nuclear weapons, (ii) rocket systems (including ballistic missiles and space launch vehicles), or (iii) unmanned air vehicles (including cruise missiles or drones) as detailed in Part 744;
By purchasing or using any Wovex Products from this site, you acknowledge that you have read and understood this notice and agree to comply with all applicable export and import control laws and regulations. You further represent that you are not under the control of, located in, or a resident or national of, any prohibited country or region, and are not a denied person or entity. This notice is not intended to be a comprehensive summary of the export and import laws and regulations governing Wovex Products. You are responsible to consult with a legal advisor to ensure compliance

United States Government Rights

All Wovex products and publications are commercial in nature. The software, publications, and software documentation available on this web site are “Commercial Items”, as that term is defined in 48 C.F.R.§2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are defined in 48 C.F.R. 252.227-7014(a)(5) and 48 C.F.R. 252.227-7014(a)(1), and used in 48 C.F.R.?12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. 12.212, 48 C.F.R. 252.227-7015, 48 C.F.R. 227.7202 through 227.7202-4, 48 C.F.R. 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, Wovex’s publications, commercial computer software, and commercial computer software documentation are distributed and licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in the license agreements that accompany the products and software documentation, and the terms and conditions herein.