End-User License Agreement (EULA)

Last Updated: October 1, 2025

1. Agreement to Terms

This End-User License Agreement ("Agreement") is a legal agreement between you ("User," "you," or "your") and Systemise Fulfilment ("Company," "we," "us," or "our") for the use of our software, services, and platforms (collectively, the "Services"). By accessing or using our Services, you agree to be bound by the terms and conditions of this Agreement.

2. License Grant

2.1 Scope of License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use our Services for your business operations
• Use our software applications and platforms as intended
• Access documentation and support materials provided by us

2.2 License Restrictions

You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble any software
• Rent, lease, lend, sell, or sublicense the Services
• Use the Services for any unlawful purpose
• Remove or alter any proprietary notices or labels
• Use the Services to develop competing products or services

3. User Obligations

3.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use
• Ensuring all information provided is accurate and current

3.2 Acceptable Use

You agree to use the Services in compliance with:

• All applicable laws and regulations
• Our acceptable use policies
• Industry standards and best practices
• Terms specified in your service agreement

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Services, including all software, content, trademarks, and other intellectual property, are owned by or licensed to us. This Agreement does not grant you any ownership rights to the Services.

4.2 Your Content

You retain ownership of any data, content, or materials you submit to the Services. By using our Services, you grant us a license to use, store, and process your content solely to provide the Services to you.

5. Fees and Payment

5.1 Service Fees

You agree to pay all fees associated with your use of the Services as specified in your service agreement. Fees are subject to change with advance notice.

5.2 Payment Terms

• All fees are due and payable according to the agreed payment schedule
• Late payments may incur additional charges
• We reserve the right to suspend Services for non-payment
• All fees are non-refundable unless otherwise stated

6. Service Availability and Support

6.1 Service Availability

While we strive to maintain continuous availability of our Services, we do not guarantee uninterrupted or error-free operation. We may suspend or modify the Services for maintenance, updates, or security purposes.

6.2 Technical Support

Technical support is provided as specified in your service agreement. Support hours, response times, and available channels will be communicated to you.

7. Data and Privacy

Your use of the Services is also governed by our Privacy Policy. We collect, use, and protect your data as described in our Privacy Policy, which is incorporated into this Agreement by reference.

8. Warranties and Disclaimers

8.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with our documentation under normal use. This warranty is valid for the duration of your active service subscription.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Systemise Fulfilment, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use or misuse of the Services
• Your violation of this Agreement
• Your violation of any third-party rights
• Your content or data submitted to the Services

11. Term and Termination

11.1 Term

This Agreement begins when you first access or use the Services and continues until terminated by either party.

11.2 Termination

Either party may terminate this Agreement:

• For convenience with advance written notice as specified in your service agreement
• Immediately if the other party breaches a material term and fails to cure within 30 days
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings

11.3 Effect of Termination

Upon termination:

• Your license to use the Services immediately ceases
• You must cease all use of the Services
• You remain responsible for any outstanding fees
• We will provide access to retrieve your data for a limited period

12. Modifications to Agreement

We reserve the right to modify this Agreement at any time. We will provide notice of material changes through the Services or via email. Your continued use of the Services after such modifications constitutes acceptance of the updated Agreement.

13. General Provisions

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3 Entire Agreement

This Agreement, together with any service agreements and our Privacy Policy, constitutes the entire agreement between you and us regarding the Services.

13.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14. Contact Information

For questions about this End-User License Agreement, please contact us: