Terms & Conditions

Please read this agreement carefully before using this service.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE

BY USING THE SERVICE OR CLICKING "AGREE" CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER'S BEHALF.

This agreement is between [COMPANY NAME], registered in England and Wales under company number [COMPANY NUMBER] (trading as Invoicx), and the customer agreeing to these terms (Customer).

1. SOFTWARE-AS-A-SERVICE

This agreement provides Customer access to and usage of an Internet-based software service for creating, managing, and tracking invoices as specified on an order and as further outlined at invoicx.com (Service).

2. USE OF SERVICE

2.1 Customer Owned Data

All data, invoices, client information, and logos uploaded by Customer remains the property of Customer, as between Invoicx and Customer (Customer Data). Customer grants Invoicx the right to use, process, and store the Customer Data solely for purposes of providing the Service under this agreement. See the Invoicx Support page (invoicx.com/support) regarding export of Customer Data.

2.2 Team Member Access

Customer may allow team members and collaborators to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its team members.

2.3 Customer Responsibilities

Customer:

(i) must keep its passwords secure and confidential;
(ii) is solely responsible for Customer Data and all activity in its account in the Service;
(iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Invoicx promptly of any such unauthorized access;
(iv) may use the Service only in accordance with the Service's documentation and applicable law;
(v) is responsible for the accuracy and legality of all invoices created through the Service;
(vi) must comply with all applicable laws when sending invoices to clients, including anti-spam regulations (PECR).

2.4 Technical Support

Invoicx will provide customer support for the Service as outlined at invoicx.com/support, which is incorporated into this agreement for all purposes. Support availability and response times may vary based on subscription tier.

2.5 Service Features

The Service provides tools for:

Creating and customizing invoices
Managing client information
Tracking invoice status (sent, pending, paid, overdue)
Setting up automated reminder emails
Importing and exporting invoice data
Generating reports

Invoicx may add, modify, or remove features with reasonable notice to Customer.

2.6 Email Communications

Invoicx uses third-party email service providers (Postmark) to deliver invoice emails and reminder notifications on Customer's behalf. Customer is responsible for ensuring they have appropriate permissions and legal basis to email their clients. Customer must comply with UK Privacy and Electronic Communications Regulations (PECR) and CAN-SPAM Act requirements.

2.7 Publicity

Each Customer is permitted to state publicly that such Customer is a Customer of the Service. Each Customer agrees that Invoicx may include such Customer's name and trademarks in a list of Invoicx customers, online or in promotional materials. Each Customer also agrees that Invoicx may verbally reference such Customer as a Customer of the Service. Each Customer may opt out of the provisions in this section by contacting Invoicx Support.

3. DISCLAIMER

INVOICX DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE INVOICX TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, INVOICX DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

INVOICX DOES NOT PROCESS PAYMENTS AND IS NOT RESPONSIBLE FOR ANY PAYMENT TRANSACTIONS BETWEEN CUSTOMER AND CUSTOMER'S CLIENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL FINANCIAL TRANSACTIONS, ACCOUNTING, TAX COMPLIANCE, AND COLLECTION OF PAYMENTS FROM CLIENTS.

4. SUBSCRIPTION AND BILLING

4.1 Subscription Plans

Invoicx offers various subscription plans with different features and usage limits as outlined on invoicx.com/pricing. Customer selects a plan during registration or upgrade.

4.2 Free Trial

New customers may be eligible for a free trial period as specified during registration. Invoicx reserves the right to modify or discontinue free trial offers at any time.

4.3 Subscription Fees

Subscription fees are billed in advance on a monthly or annual basis as selected by Customer. All fees are stated in GBP (£) and are inclusive of any applicable taxes.

4.4 Payment Processing

All payment processing is handled by third-party payment processors (currently Stripe). By subscribing to the Service, Customer agrees to the payment processor's terms and conditions. Invoicx does not store or have access to Customer's payment card details.

4.5 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled by Customer before the renewal date. Customer will be charged the then-current subscription fee for the selected plan.

4.6 Cancellation and Refunds

Customer may cancel their subscription at any time through their account settings. Cancellation takes effect at the end of the current billing period. Subscription fees are non-refundable except as required by UK consumer law or as otherwise stated in our refund policy at invoicx.com/refund-policy.

4.7 Changes to Pricing

Invoicx reserves the right to change subscription pricing with at least 30 days' notice to Customer via email. Price changes will take effect at the next renewal period. If Customer does not accept the new pricing, they may cancel their subscription before the renewal date.

4.8 Overdue Accounts

If payment fails or an account becomes overdue, Invoicx may suspend or restrict access to the Service after reasonable notice. Customer remains liable for all unpaid fees.

5. DATA PROTECTION AND GDPR COMPLIANCE

5.1 Data Processing Roles

Customer acts as the Data Controller for any personal data processed through the Service (including client names, email addresses, and invoice details). Invoicx acts as a Data Processor. Both parties agree to comply with the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).

5.2 Data Processing Agreement

Invoicx processes personal data only on documented instructions from the Customer. The Data Processing Agreement (DPA) available at invoicx.com/dpa forms part of these terms and outlines the specific obligations of both parties.

5.3 Data Security

Invoicx implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:

Encryption of data in transit (TLS/SSL)
Encryption of data at rest
Regular security audits and updates
Access controls and authentication
Secure backup procedures

5.4 Sub-processors

Invoicx uses the following sub-processors to provide the Service:

Supabase - Database hosting and backend services (EU/UK data centers)
Postmark - Email delivery services
Stripe - Payment processing for subscriptions only (not customer payments)

Customer consents to the use of these sub-processors. An updated list is maintained at invoicx.com/subprocessors. Invoicx will notify Customer of any changes to sub-processors with at least 30 days' notice.

5.5 Data Subject Rights

Invoicx will assist Customer in responding to data subject requests within a reasonable timeframe, including rights of:

Access
Rectification
Erasure (right to be forgotten)
Restriction of processing
Data portability
Objection

Customer remains responsible for responding to data subject requests from their clients regarding invoice data.

5.6 Data Breach Notification

Invoicx will notify Customer without undue delay and within 72 hours of becoming aware of any personal data breach affecting Customer Data. Invoicx will provide reasonable assistance to Customer in meeting Customer's own notification obligations.

5.7 Data Location

Customer Data is stored on servers located within the European Union and/or United Kingdom to ensure GDPR compliance. Data will not be transferred outside the UK/EU without appropriate safeguards in place.

5.8 Data Retention and Deletion

Upon termination of the Service:

Customer may export their data within 90 days of termination
After 90 days, Invoicx will securely delete all Customer Data unless retention is required by law
Deleted data cannot be recovered

Customer may request deletion of their data at any time by contacting support@invoicx.com.

6. MUTUAL CONFIDENTIALITY

6.1 Definition of Confidential Information

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Invoicx's Confidential Information includes the Service software, user interface design, workflow processes, and pricing information.

6.2 Protection of Confidential Information

The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement.

6.3 Exclusions

Confidential Information excludes information that:

(i) is or becomes generally known to the public without breach of any obligation owed to Discloser;
(ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser;
(iii) is received from a third party without breach of any obligation owed to Discloser; or
(iv) was independently developed by the Recipient without use or access to the Confidential Information.

The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice where legally permitted.

7. PROPRIETARY PROPERTY AND INTELLECTUAL PROPERTY

7.1 Reservation of Rights

The software, workflow processes, user interface, designs, know-how, and other technologies provided by Invoicx as part of the Service are the proprietary property of Invoicx and its licensors. All right, title and interest in and to such items, including all associated intellectual property rights, remain only with Invoicx. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Invoicx reserves all rights unless expressly granted in this agreement.

7.2 Customer Data Ownership

Customer retains all ownership rights to Customer Data, including invoices, client information, and any content uploaded to the Service. Invoicx claims no intellectual property rights over Customer Data.

7.3 Restrictions

Customer may not:

(i) sell, resell, rent or lease the Service;
(ii) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights;
(iii) use the Service to send spam or unsolicited bulk emails;
(iv) interfere with or disrupt the integrity or performance of the Service;
(v) attempt to gain unauthorized access to the Service or related systems or networks;
(vi) reverse engineer, decompile, or disassemble the Service; or
(vii) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

7.4 Aggregate and Anonymous Data

During and after the term of this agreement, Invoicx may use aggregated, anonymized, non-personally identifiable data derived from Customer's use of the Service for purposes of enhancing the Service, statistical analysis, benchmarking, and other business purposes, in compliance with GDPR requirements.

8. TERM AND TERMINATION

8.1 Term

This agreement continues as long as Customer maintains an active subscription to the Service or until terminated by either party in accordance with this section.

8.2 Termination by Customer

Customer may terminate this agreement at any time by:

Cancelling their subscription through account settings; or
Contacting Invoicx Support to request account closure

Upon cancellation, Customer will retain access to the Service until the end of the current paid billing period.

8.3 Termination by Invoicx for Breach

If Customer is in material breach of this agreement, Invoicx may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured. Material breaches include, but are not limited to:

Violation of usage restrictions
Non-payment of subscription fees for more than 15 days past due
Use of the Service for illegal purposes
Violation of third-party rights

8.4 Immediate Suspension

Invoicx may immediately suspend access to the Service without notice if:

Customer's account is used for illegal activities
Customer violates intellectual property rights
Customer's use poses a security risk to the Service or other users
Required by law or legal process

Invoicx will make reasonable efforts to notify Customer of suspension and provide opportunity to cure where appropriate.

8.5 Data Export and Retention

Customer may export all Customer Data at any time during an active subscription
Within 90 days after termination, Customer Data will remain accessible for export upon request
After 90 days, Invoicx has no obligation to maintain Customer Data and will securely delete it
Backup copies may be retained for up to an additional 30 days for disaster recovery purposes

8.6 Effect of Termination

Upon termination:

Customer's access to the Service will cease
All outstanding fees become immediately due and payable
Customer must destroy or return all Invoicx confidential information
Sections that by their nature should survive termination will survive

8.7 No Refunds Upon Termination

Except as required by UK consumer law, subscription fees paid are non-refundable upon termination.

9. LIABILITY LIMIT

9.1 EXCLUSION OF INDIRECT DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INVOICX IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION:

Loss of profits or revenue
Loss of data or information
Loss of business opportunity
Costs of procurement of substitute services
Loss of goodwill

THIS EXCLUSION APPLIES EVEN IF INVOICX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 TOTAL LIMIT ON LIABILITY

INVOICX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO INVOICX IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY.

9.3 Exceptions to Liability Limitations

Nothing in this agreement excludes or limits either party's liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;
(d) any other liability that cannot be excluded or limited under UK law.

9.4 Consumer Rights

If Customer is a consumer (as defined by the Consumer Rights Act 2015), nothing in this agreement affects Customer's statutory rights under UK consumer protection law.

9.5 Financial Disclaimer

Invoicx is not responsible for:

Payment transactions between Customer and Customer's clients
Tax compliance, accounting, or financial reporting
Collection of overdue payments from Customer's clients
Accuracy of financial calculations in Customer's invoices
Legal compliance of Customer's invoicing practices

Customer is solely responsible for all financial and legal aspects of their invoicing business.

10. INDEMNITY

Customer agrees to defend, indemnify and hold harmless Invoicx, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

(i) Customer's use of the Service;
(ii) Customer's violation of these terms;
(iii) Customer's violation of any third-party rights, including intellectual property rights or privacy rights;
(iv) Content of invoices created and sent by Customer;
(v) Any claim by Customer's clients regarding invoices sent through the Service.

11. GOVERNING LAW AND JURISDICTION

11.1 Governing Law

This agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

11.2 Jurisdiction

Subject to Section 11.3, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter.

11.3 Consumer Rights

If Customer is a consumer (as defined by the Consumer Rights Act 2015):

These terms do not affect Customer's statutory rights
Customer may bring proceedings in the courts of the country where Customer lives
If Invoicx brings proceedings, it may only do so in the courts of the country where Customer lives
Nothing in this agreement affects Customer's right to rely on mandatory provisions of UK consumer protection law

12. ACCEPTABLE USE AND COMPLIANCE

12.1 Lawful Use

Customer must use the Service only for lawful purposes and in accordance with these terms. Customer must not use the Service:

In any way that breaches any applicable local, national or international law or regulation
In any way that is unlawful or fraudulent
To send unsolicited marketing communications (spam)
To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material

12.2 Email Compliance

Customer must comply with:

UK Privacy and Electronic Communications Regulations (PECR)
CAN-SPAM Act (for US recipients)
General Data Protection Regulation (GDPR)
All applicable anti-spam and email marketing laws

Customer must ensure they have appropriate consent or legal basis to email invoices and reminders to clients.

12.3 Prohibited Content

Customer must not use the Service to create, store, or transmit:

Content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights
Malware, viruses, or any code designed to disrupt or damage software or hardware

12.4 Fair Usage

Customer must use the Service in accordance with fair usage principles. Excessive use that negatively impacts the Service for other users may result in temporary restrictions or account suspension.

13. OTHER TERMS

13.1 Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether oral or written, related to this subject matter.

13.2 Amendments

Invoicx may modify these terms at any time by:

Posting the modified terms on invoicx.com
Sending notice to Customer's registered email address

Material changes will be notified at least 30 days in advance. Continued use of the Service after the effective date constitutes acceptance of the modified terms. If Customer does not agree to the changes, Customer must cancel their subscription before the effective date.

13.3 No Assignment

Customer may not assign or transfer this agreement to a third party without Invoicx's prior written consent. Invoicx may assign this agreement as part of a merger, acquisition, or sale of substantially all its assets.

13.4 Independent Contractors

The parties are independent contractors. Nothing in this agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

13.5 Severability

If any provision of this agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

13.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this agreement due to events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

13.7 Waiver

No waiver of any term of this agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this agreement shall not constitute a waiver of such right or provision.

13.8 Survival

Any provisions that by their nature should survive termination of this agreement will survive, including but not limited to: ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.

13.9 Feedback and Suggestions

If Customer provides Invoicx with any feedback, suggestions, or ideas regarding the Service (Feedback), Customer grants Invoicx an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use, modify, and incorporate such Feedback into the Service without compensation or attribution.

13.10 Third-Party Services

The Service may contain links to third-party websites or services that are not owned or controlled by Invoicx. Invoicx has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

13.11 Notices

All notices under this agreement must be in writing and sent to:

For Invoicx:

Email: support@invoicx.com

For Customer:

To the email address associated with Customer's account

Notices are deemed received when successfully delivered via email or 3 business days after posting if sent by mail.

14. CONTACT INFORMATION

Legal and Compliance

Support: support@invoicx.com

Website: invoicx.com