Terms of Service

1. Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you and McNif Global Limited, a private company limited by shares registered in England and Wales under company number [to be confirmed] with registered office at [to be confirmed] ("McNif", "we", "us", or "our").

These Terms govern your access to and use of the McNif CRM software-as-a-service platform, the mcnifglobal.com website, the mobile applications (where available) and any related services we provide (collectively the "Service"). The Service is offered to and is available worldwide, subject to the geographic restrictions described in Section 5.5 and to applicable law.

By creating an account, accessing the Service, or otherwise indicating your acceptance, you confirm that you have read, understood and agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, organisation or other legal entity, you represent that you have the authority to bind that entity and you agree to these Terms on its behalf. In that case "you" or "Subscriber" means the entity you represent and its authorised users.

If you do not agree to these Terms, do not access or use the Service.

2. Definitions

In these Terms, the following terms have the meanings given. Other capitalised terms used but not defined here have the meanings given in our Privacy Policy.

• "Account" means the unique account provisioned for a Subscriber to access the Service.

• "Authorised User" means an individual whom a Subscriber permits to access the Service under the Subscriber's Account.

• "Customer Data" has the meaning given in our Privacy Policy.

• "Documentation" means the user guides, help articles, in-product onboarding materials and any other documentation we make available for the Service.

• "Free Trial" means a no-cost evaluation period that we may, from time to time, make available.

• "Plan" means the subscription plan a Subscriber selects, as described on the pricing page or in an order form.

• "Service" has the meaning given in clause 1.

• "Subscriber" means a business, organisation or individual that has created an Account.

• "Subscription Fee" means the periodic fee payable for access to the Service under the Subscriber's Plan.

• "Term" means the duration of the Subscriber's subscription, including any renewal terms.

3. Account Creation and Eligibility

3.1 Eligibility

You must be of legal age to enter into a binding contract in your jurisdiction and have the legal capacity to do so. The Service is intended for use by businesses and not as a consumer service. If you are not in business, please contact us before creating an Account. By creating an Account from a particular jurisdiction, you confirm that you are not located in a country that is subject to a United Kingdom, European Union, United States, United Nations or other applicable sanctions regime that prohibits the provision of cloud software services.

3.2 Accurate Information

You agree to provide accurate, current and complete information when creating an Account and to keep it up to date. We may suspend or terminate your Account if any information you provide is inaccurate or out of date in a material respect.

3.3 Credentials

You are responsible for maintaining the confidentiality of your Account credentials, including any password. You agree to notify us promptly of any unauthorised use of your Account or any other security incident. You are responsible for all activity that occurs under your Account, except activity that is the direct result of our breach of these Terms or our security failures.

3.4 Authorised Users

A Subscriber may permit Authorised Users to access the Service under the Subscriber's Account, subject to any user-count limits under the applicable Plan. The Subscriber is responsible for the acts and omissions of its Authorised Users.

4. Subscriptions, Free Trial, Billing and Renewal

4.1 Plans

Access to the Service is provided on a subscription basis. Details of available Plans, features included in each Plan, and applicable Subscription Fees are published on our website and may change from time to time.

4.2 Free Trial

Where we offer a Free Trial, it is provided on an "as is" basis and is subject to the terms communicated at the time. We may modify, suspend or discontinue the Free Trial at any time. At the end of the Free Trial period, your subscription will, where indicated at signup, automatically convert to a paid Plan unless you cancel before the end of the Free Trial.

4.3 Subscription Fees and Currency

Subscription Fees are charged in advance on a recurring basis. Fees are quoted exclusive of any applicable value-added tax (VAT), sales tax, goods and services tax (GST) or other transaction tax, which will be added where required by applicable law.

Fees are payable in the currency stated on the pricing page or in the order form at the time of signup. Where pricing is displayed in a currency other than your local currency, payment is typically processed in the displayed currency, and your payment provider may apply a foreign-currency conversion. We may offer pricing in your local currency where available; please refer to the pricing page for current options.

4.4 Payment Method

By providing a payment method, you authorise us (through our payment processor) to charge the applicable Subscription Fees to that method on each renewal date. If we are unable to charge your payment method, we may suspend access to the Service until payment is resolved, and we may terminate your Account if payment remains overdue for more than thirty (30) days.

4.5 Automatic Renewal

Your subscription will automatically renew at the end of each subscription period for a further period of the same duration, unless you cancel it before the renewal date through the in-product billing controls or by contacting us. The renewal Fee will be at the then-current rate for your Plan. Where applicable law requires advance renewal reminders or specific cancellation options (for example, certain US state laws relating to automatic renewals), we will comply with those requirements.

4.6 Changes to Fees

We may change Subscription Fees from time to time. If we do, we will give you at least thirty (30) days' notice by email and by an in-product notification. Changes to Fees will apply at your next renewal.

4.7 Refunds

Subscription Fees are non-refundable except (i) where required by applicable law (including where you have a statutory right of cancellation), (ii) where expressly stated in these Terms, or (iii) at McNif's sole discretion.

5. The Service, Modifications, and Availability

5.1 Right to Use

Subject to the Subscriber's compliance with these Terms and payment of applicable Fees, McNif grants the Subscriber a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term solely for the Subscriber's internal business purposes.

5.2 Updates

We may add, modify, or remove features at our discretion. Where a change materially reduces a feature on which a Subscriber materially relies, we will give reasonable advance notice.

5.3 Beta Features

Beta features are provided "as is" without warranty and may be modified, suspended or discontinued at any time.

5.4 Service Availability

We aim to make the Service available with high uptime but we do not commit to a contractual uptime service-level under these Terms. Planned maintenance windows will be announced in advance where practicable.

5.5 Geographic Availability and Sanctions Compliance

The Service is offered worldwide except where prohibited. You may not access or use the Service if you are located in, or are a national or resident of, a country, region or territory subject to comprehensive sanctions administered by the United Kingdom government (HM Treasury), the European Union, the United Nations, or the United States Office of Foreign Assets Control (OFAC), or where the provision of cloud software services to you would otherwise violate applicable sanctions or export-control laws. You are responsible for ensuring that your use of the Service complies with all such laws.

6. Acceptable Use

You agree not to use the Service for any of the following purposes or in any of the following ways.

• To violate any applicable law, regulation, or third-party right.

• To upload, store, send, or distribute any content that is unlawful, defamatory, obscene, fraudulent, threatening, harassing, or that infringes intellectual property or privacy rights.

• To send unsolicited commercial communications in breach of applicable anti-spam law (including PECR in the UK, the EU ePrivacy Directive, the CAN-SPAM Act in the United States, CASL in Canada, the Australian Spam Act, or any equivalent law).

• To transmit any virus, worm, trojan, ransomware, or other malicious code.

• To attempt to gain unauthorised access to the Service, other Subscribers' accounts, or any related systems or networks.

• To probe, scan, or test the vulnerability of the Service or to breach any security or authentication measures.

• To interfere with or disrupt the integrity, performance, or operation of the Service.

• To reverse engineer, decompile or disassemble any part of the Service, except to the extent expressly permitted by applicable law.

• To use the Service to compete with McNif or to develop a competing product.

• To use any robot, spider, scraper, or other automated means to access the Service except via authorised programmatic interfaces provided by McNif.

• To use the Service to process special category personal data (under UK / EU GDPR) or sensitive personal information (under United States laws) unless the Subscriber has obtained explicit consent from the data subjects and complies with all applicable special-category or sensitive data requirements.

We reserve the right to suspend or terminate access where there is, in our reasonable opinion, a breach of these acceptable use restrictions.

7. Customer Data and Data Protection

7.1 Ownership of Customer Data

As between the Subscriber and McNif, the Subscriber owns the Customer Data uploaded to or stored in the Service. The Subscriber grants McNif a limited, non-exclusive, royalty-free, worldwide licence to host, copy, transmit and display the Customer Data solely to provide the Service in accordance with these Terms.

7.2 Subscriber Responsibility

The Subscriber is responsible for the lawfulness of the Customer Data and the manner in which it is collected and processed under the privacy laws applicable to the Subscriber and to the relevant data subjects.

7.3 Data Processing

Where McNif processes Customer Data on the Subscriber's behalf, McNif does so as a data processor (or under United States law, a service provider) and the Subscriber is the controller (or business). Such processing is governed by McNif's Data Processing Agreement, which is incorporated by reference into these Terms and which is published on our website. The Data Processing Agreement contains the data-protection terms required by the UK GDPR, EU GDPR, CCPA/CPRA, and other applicable privacy laws.

7.4 Data Export and Deletion

The Subscriber may export Customer Data from the Service during the Term. On termination, the Subscriber has thirty (30) days to export its Customer Data, after which McNif will delete or fully anonymise the data.

8. Third-Party Integrations

The Service supports integrations with third-party platforms such as Meta, Google, SendGrid, Twilio, Stripe and others. Use of those platforms is governed by the relevant third party's own terms and privacy policy, and is at the Subscriber's risk. McNif is not responsible for the acts, omissions, availability, performance or pricing of third-party platforms.

9. Intellectual Property

McNif and its licensors retain all right, title and interest in the Service, Documentation, and related intellectual property. The Subscriber retains all right, title and interest in the Customer Data. Feedback provided by the Subscriber may be used by McNif for any purpose under a perpetual royalty-free worldwide licence.

10. Confidentiality

Each party shall keep confidential all information of the other party identified as confidential or that ought reasonably to be regarded as confidential, and shall not use or disclose it except as permitted by these Terms or required by law. These obligations survive termination for five (5) years (perpetually in respect of trade secrets).

11. Warranties and Disclaimers

11.1 Limited Warranty

McNif warrants that the Service will perform substantially in accordance with the Documentation under normal use during the Term.

11.2 Disclaimer

Except as expressly stated in these Terms, and to the maximum extent permitted by applicable law, McNif disclaims all other warranties, conditions and other terms, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness or uninterrupted operation. The Service is provided on an "as is" and "as available" basis.

11.3 Mandatory Consumer Rights

Nothing in these Terms excludes, restricts or modifies any non-excludable warranty, guarantee, right or remedy under applicable law that you may have as a consumer (including under the United Kingdom Consumer Rights Act 2015, the European Union consumer rights directives as implemented in member states, the United States Federal Trade Commission Act and equivalent state statutes including the Magnuson-Moss Warranty Act and the Song-Beverly Consumer Warranty Act in California, the Australian Consumer Law, the Canadian provincial consumer protection acts, the Brazilian Consumer Protection Code, or any other applicable consumer-protection law).

12. Limitation of Liability

12.1 No Exclusion of Certain Liabilities

Nothing in these Terms excludes or limits either party's liability for (i) death or personal injury caused by its negligence, (ii) fraud or fraudulent misrepresentation, (iii) any liability which cannot lawfully be excluded or limited under the law of your jurisdiction, or (iv) gross negligence or wilful misconduct.

12.2 Excluded Losses

Subject to clause 12.1, neither party shall be liable to the other for any loss of profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, or any indirect, incidental, special or consequential loss, however arising and whether under contract, tort (including negligence) or otherwise.

12.3 Aggregate Cap

Subject to clauses 12.1 and 12.2, McNif's total aggregate liability to the Subscriber under or in connection with these Terms, however arising, shall not exceed an amount equal to the Subscription Fees actually paid by the Subscriber to McNif under these Terms in the twelve (12) months immediately preceding the event giving rise to liability.

12.4 Local Law Carve-Outs

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. The exclusions and limitations in this Section 12 apply only to the extent permitted by the law of your jurisdiction. If any provision of this Section 12 is held unenforceable, the remaining provisions remain enforceable to the maximum extent permitted by law.

13. Indemnification

The Subscriber shall indemnify McNif against losses arising out of (i) the Subscriber's Customer Data, (ii) the Subscriber's breach of these Terms, (iii) the Subscriber's connection of any third-party platform without proper authority, and (iv) third-party-rights infringement by the Customer Data.

McNif shall indemnify the Subscriber against losses arising out of a third-party claim that the Subscriber's use of the Service in accordance with these Terms infringes a third party's intellectual property rights, subject to standard carve-outs (Customer Data, unauthorised modifications, use in combination with non-McNif software where the claim would have been avoided but for the combination, and continued use after a substitute is made available).

14. Term, Suspension and Termination

These Terms apply from Account creation and continue for so long as the Subscriber has an active subscription. McNif may suspend the Account immediately for material breach, security threats, overdue Fees, or as required by law. A Subscriber may terminate by cancelling through the in-product billing controls; McNif may terminate for material unremedied breach after thirty (30) days' notice, non-payment after thirty (30) days, or insolvency.

15. Effect of Termination

On termination: the Subscriber's right to access the Service ceases; the Subscriber has thirty (30) days to export Customer Data; any sums due become immediately payable; survival-by-nature clauses (Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Governing Law and Disputes) continue in effect.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) caused by an event beyond its reasonable control (acts of God, war, terrorism, civil disturbance, government action, pandemic, fire, flood, explosion, failure of public infrastructure, internet outage, denial-of-service attack). The affected party shall notify promptly and mitigate.

17. Export Control and Sanctions

The Service may be subject to United Kingdom export control laws (the Export Control Act 2002 and related secondary legislation), European Union export control laws (Regulation (EU) 2021/821 and related), United States export control laws (the Export Administration Regulations administered by the Bureau of Industry and Security), the United States International Traffic in Arms Regulations, and other applicable export control laws.

The Subscriber represents and warrants that it is not located in, organised under the laws of, or ordinarily resident in any country, region or territory subject to comprehensive sanctions administered by the United Kingdom, the European Union, the United Nations, the United States Office of Foreign Assets Control (OFAC), or any other applicable sanctions authority; that it is not a designated party on any applicable sanctions list (including OFAC's Specially Designated Nationals list, the UK Sanctions List, or the EU Consolidated List); and that it will not use the Service for any purpose prohibited by applicable export-control or sanctions law.

The Subscriber agrees not to access the Service from, transfer any data through the Service to, or otherwise direct any Service functionality at any embargoed or sanctioned country, region or territory, or any designated party.

18. Changes to These Terms

We may amend these Terms from time to time. Where a change is material, we will give Subscribers at least thirty (30) days' written notice. Non-material changes may take effect on shorter notice or immediately. Continued use after a change takes effect constitutes acceptance to the extent permitted by law.

19. Notices

Notices to McNif shall be sent to legal@mcnifglobal.com and to our registered office. Notices to the Subscriber shall be sent to the email address registered on the Subscriber's Account.

20. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Notwithstanding the foregoing, nothing in this Section 20 shall: (i) override any mandatory protections or non-derogable rights granted to you by the law of your habitual residence as a consumer or otherwise; (ii) prevent you from bringing proceedings in the courts of your jurisdiction of habitual residence where applicable consumer-protection law gives you that right; or (iii) limit a party's right to apply for interim or injunctive relief in any court of competent jurisdiction.

21. Dispute Resolution

Before commencing any proceedings, the parties shall use good-faith endeavours to resolve any dispute by negotiation. If unresolved within thirty (30) days, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Nothing in this clause prevents a party from applying for interim or injunctive relief from a court of competent jurisdiction at any time. Subscribers resident in the United States retain the right to bring proceedings in small-claims court for any qualifying claim where applicable.

22. General

22.1 Entire Agreement

These Terms, the Privacy Policy, and the Data Processing Agreement constitute the entire agreement between the parties.

22.2 Assignment

The Subscriber may not assign without McNif's prior written consent. McNif may assign to a successor or affiliate.

22.3 Severability

If any provision is held unenforceable, that provision shall be deemed deleted and the remaining provisions remain in effect.

22.4 No Third-Party Rights

A person not party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

22.5 Counterparts and Electronic Acceptance

These Terms may be accepted by electronic means. Electronic acceptance has the same legal effect as a handwritten signature.

23. Contact

If you have any questions about these Terms, please contact us at legal@mcnifglobal.com or write to McNif Global Limited at our registered office.

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