Trust & Legal
Terms of Service
Contents
- 1. Who you are contracting with
- 2. Definitions
- 3. Order of precedence
- 4. Accounts and access
- 5. The Service
- 6. Engagement stages, demos and the Sales Snapshot
- 7. Fees, billing and renewal
- 8. Customer Data
- 9. Third-party services and integrations
- 10. AI outputs, and your obligations when using them
- 11. Prospect Data
- 12. Acceptable use
- 13. Intellectual property
- 14. Confidentiality, data protection and security
- 15. Warranties
- 16. Indemnities
- 17. Limitation of liability
- 18. Term, suspension and termination
- 19. Effect of termination
- 20. Publicity
- 21. Disputes
- 22. Force majeure and general
Effective date: 17 August 2026 | Last updated: 17 August 2026 | Version: 2.0
These Terms of Service (“Terms”) are a binding agreement between the Zoxima entity identified in section 1 (“Salezx”, “we”, “us”) and the organisation that subscribes to or uses the Service (“Customer”, “you”).
By signing an Order Form, clicking to accept, installing the Salezx app in a Microsoft 365 tenant, or otherwise using the Service, you confirm that you are authorised to bind the Customer to these Terms. If you are not authorised, do not use the Service. Salezx is sold to businesses. It is not offered to consumers.
1. Who you are contracting with
The entity you contract with, and the governing law and dispute forum that apply, depend on your billing address.
| Your billing address | Contracting entity | Governing law | Disputes |
|---|---|---|---|
| India | Zoxima Solutions Private Limited, CIN U74999DL2018PTC329428, registered office FF-24, Omaxe Square, Jasola District Centre, New Delhi 110044, India | Laws of India | Arbitration under the Arbitration and Conciliation Act, 1996, one arbitrator, seated in New Delhi, in English |
| United States, and all other countries | Zoxima Solutions LLC, principal place of business 400 12th Street, Unit 4, Modesto, CA 95354, USA | State of Delaware, USA, excluding its conflict-of-law rules | Binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, one arbitrator, seated in Santa Clara County, California, in English |
Section 21 sets out the dispute procedure that applies in both cases. The UN Convention on Contracts for the International Sale of Goods does not apply.
2. Definitions
Service — the Salezx AI sales platform, including the Salezx brain, the Salezx app for Microsoft Teams, the Microsoft 365 experience, the web application, connectors, and any Core or optional service module enabled on your plan.
Core — the always-included module: Brief-me, Auto-CRM, Follow-up, Ask-ERP and Account Intel.
Modules — optional add-ons across the Sales, Marketing, Business Development and Customer families, as listed on the pricing page and selected in your Order Form.
Order Form — the ordering document, quotation or online checkout recording your plan (Run, Drive or Command), selected Modules, team size, transaction allowance, term and fees.
Customer Data — all data, documents, records and content you or your Users connect to, upload to, or make accessible to the Service, and the outputs generated from it.
Users — your employees, contractors and agents authorised by you to use the Service.
AI Transaction — one metered unit of AI processing. One User request that Salezx answers, drafts, summarises or writes back is one AI Transaction, however many documents or systems it reads to produce that answer. Retries caused by our own error are not counted. Each invoice states the AI Transactions counted in the period, and current usage is visible in your dashboard.
Deployment Mode — how the Service runs for you, either an In-Tenant Deployment inside your own Microsoft tenant or a Zoxima-Hosted Deployment, as set out in section 4.3 and your Order Form.
Platform Consumption Charges — usage-based charges levied by an underlying third-party platform, for example Microsoft AI or agent consumption metered against your own tenant, incurred as a result of running the Service.
Prospect Data — business contact and company information about people who are not your customers or Users, obtained from public sources or licensed third-party business data providers and surfaced to you by the Service.
Documentation — the materials at salezx.com/docs.
3. Order of precedence
Where documents conflict, this order applies: (1) a signed Order Form or master agreement; (2) these Terms; (3) the Documentation. The Documentation does not add obligations beyond those in the agreement, but it is the specification against which the warranty in section 15.2 is measured.
4. Accounts and access
4.1 You must give accurate registration information and keep it current.
4.2 You are responsible for your Users’ acts and omissions as if they were your own, for keeping credentials confidential, and for configuring role-based access, single sign-on and multi-factor authentication appropriately for your organisation.
4.3 You must tell us promptly at trust@salezx.com if you suspect unauthorised access.
4.4 Access is licensed to your organisation for the number of Users and the transaction allowance in the Order Form. Credentials must not be shared between individuals.
4.5 Your administrators can see, export and delete the data in your workspace, including content contributed by individual Users. You are responsible for telling your Users this, and for having a lawful basis to monitor and process their data.
5. The Service
5.1 Licence. For the term, and subject to payment, we grant you a non-exclusive, non-transferable, non-sublicensable right for your Users to access and use the Service for your internal business purposes.
5.2 What it runs on. The Service operates on top of software you separately licence — Microsoft 365, Microsoft Teams, your CRM, your ERP. You are responsible for holding valid licences for those products. Statements that Salezx needs “no new licences” mean that Salezx does not require you to buy additional Microsoft licences; they do not mean we supply, warrant or support Microsoft’s products.
5.3 Deployment Mode. Your Order Form states which mode applies.
| In-Tenant Deployment | Zoxima-Hosted Deployment | |
|---|---|---|
| Where processing happens | Inside your own Microsoft tenant, under your own Microsoft agreement and tenant controls | In cloud infrastructure operated by Zoxima and its sub-processors |
| Who holds the underlying agreement | You hold the Microsoft agreement; we configure and operate the Salezx layer within it | We hold the infrastructure and model-provider agreements |
| Consumption charges | Metered by Microsoft against your tenant; treated as Platform Consumption Charges under section 7.6 | Included in your Salezx fees unless the Order Form says otherwise |
5.4 Governance model. The Service reads across the sources you connect but writes back only to your CRM, and only where you enable it. Documents are treated as read-only and are not modified. Mailbox access is read-only; the Service drafts messages for a human to review and does not send on any User’s behalf. Where you enable an outbound module, that module sends communications at your instruction and section 10 applies.
5.5 Changes. We improve the Service continuously. We will not materially reduce the core functionality of a Module you have paid for during a paid term. Deprecations of individual features will be announced at salezx.com/changelog with at least 30 days’ notice, or 90 days where the feature is material.
5.6 Availability and support. Target availability, support hours and response times are set out in the Order Form or at salezx.com/sla. Planned maintenance is notified in advance where practicable. Where neither the Order Form nor the SLA page states a target, we will use commercially reasonable efforts to keep the Service available and section 15.2 applies.
5.7 Beta features. Features labelled beta, preview or early access are provided as-is, may be withdrawn, and are excluded from any service level commitment and from section 16.
6. Engagement stages, demos and the Sales Snapshot
6.1 Salezx is delivered in three stages, and your Order Form identifies the one that applies:
- Stage 1 — Sales Snapshot. You supply a defined set of materials, typically product and pricing documents and an export of your pipeline or customer data. Within approximately one week we configure the Service against those materials and present a working demonstration on your own data, together with a read of where revenue and margin appear to be leaking. The Snapshot is an evaluation exercise. It does not include production rollout, provisioning at scale, live system integration, or ongoing support.
- Stage 2 — Activate. The live subscription stage. Following a short readiness phase in which sources, access and content are prepared, the agreed Modules are switched on for production use. Activate is subject to the term and fees in your Order Form.
- Stage 3 — Expand. Additional scope beyond the standard Module set — bespoke agents, engines built on your own data structures, or additional business units — scoped and quoted under a separate Order Form or statement of work, governed by these Terms unless it expressly says otherwise.
6.2 We also offer an instant demo running on Zoxima’s own sample data. No Customer Data is involved in an instant demo.
6.3 Snapshot and demo access is provided as-is, without warranty and without service levels, for evaluation only, and may be modified or withdrawn at any time.
6.4 Data you send us for a Snapshot is Customer Data and is covered by section 14. We will use it only to run your evaluation. It is deleted within 30 days of the end of the engagement unless you convert to a paid subscription or ask us in writing to retain it, and earlier on request.
6.5 Send only data you are entitled to share with a processor. Do not send special category data, payment card numbers, government identity numbers, or data subject to a third-party confidentiality obligation you cannot satisfy, unless we have agreed it in writing first.
6.6 Statements about go-live timelines — for example an approximately two-day activation — are good-faith estimates that assume timely access, cooperation and data of usable quality. They are not contractual commitments unless written into an Order Form.
6.7 45-Day Money-Back Guarantee — United States only. Where your Order Form is issued by Zoxima Solutions LLC and expressly includes this guarantee, and you are not satisfied with the Sales Snapshot, you may request a full refund of the Snapshot fee by emailing support@salezx.com within 45 days of Snapshot delivery. This guarantee is available only to customers billed in the United States, applies only to the Sales Snapshot fee, and is not available on Activate subscription fees, Expand work, Platform Consumption Charges, or any engagement contracted through Zoxima Solutions Private Limited.
7. Fees, billing and renewal
7.1 Fees are set out in the Order Form. Your Order Form states the AI Transaction allowance included, the rate for transactions above it, and any add-on packs. The allowance is pooled across your account rather than fixed per User.
7.2 Where usage exceeds the included allowance we will notify you before invoicing additional AI Transactions, and you may choose to cap usage, move to a larger allowance, or reduce automated activity.
7.3 Unless the Order Form says otherwise, subscriptions are billed annually in advance and payable within 30 days of invoice.
7.4 Prices displayed on salezx.com are estimates. The Order Form governs.
7.5 Taxes. Fees are exclusive of GST, VAT, sales tax and other taxes, which you pay in addition. If you must withhold tax by law, you will gross up so that we receive the full invoiced amount, and give us the withholding certificate.
7.6 Platform Consumption Charges. Where the Service runs in an In-Tenant Deployment, consumption of third-party AI or agent capacity is metered by that third party against your own tenant and account. Your Order Form states whether those charges are billed to you directly by the third party, passed through by us at cost, or bundled into your Salezx fee. Where they are bundled, the bundled amount is based on an assumed usage envelope stated in the Order Form, and we will discuss an adjustment with you before invoicing if actual usage materially and persistently exceeds it.
7.7 Overdue amounts carry interest at 1.5% per month or the maximum permitted by law, whichever is lower. We may suspend the Service on 15 days’ written notice of non-payment, without prejudice to our other remedies.
7.8 Renewal. Subscriptions renew automatically for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current term. We may adjust fees on renewal with at least 45 days’ notice.
7.9 Upgrades and downgrades. You may add Modules or Users at any time, charged pro rata. Downgrades take effect at the start of the next billing period.
7.10 No refunds. Fees are non-refundable except where these Terms expressly say otherwise — sections 6.7, 9.4, 15.2 and 16.1 — or where required by law.
8. Customer Data
8.1 Ownership. As between the parties, you own all Customer Data and all rights in it. Nothing in these Terms transfers ownership to us.
8.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, index, transmit, display and process Customer Data solely to provide, secure and support the Service for you, and to comply with law. This licence ends when the data is deleted under section 19.
8.3 Your warranties. You warrant that you have all rights, consents and lawful bases necessary to provide Customer Data to us and to have it processed as contemplated here, including for personal data about your own customers, prospects, dealers and personnel; that Customer Data does not infringe third-party rights; and that its provision to us does not breach any confidentiality obligation you owe.
8.4 Your responsibility for accuracy. The Service reasons over the data you give it. You are responsible for the accuracy, currency and completeness of your catalogues, price lists, credit rules, stock data and CRM records. We are not liable for outputs that are wrong because the underlying data was wrong.
8.5 No training. We do not use Customer Data to develop, improve or train any general-purpose, foundation, or otherwise non-personalised AI or machine-learning model, ours or any third party’s, and this extends to anything derived, aggregated or anonymised from it. We may use aggregated, de-identified statistics that do not identify you, your Users or any individual, to operate and improve the Service.
8.6 Confidentiality of Customer Data. Customer Data is your Confidential Information under section 14, whether or not it is marked.
9. Third-party services and integrations
9.1 The Service connects to third-party products including Microsoft 365, Teams, Salesforce, Microsoft Dynamics 365, Zoho, ERP systems, WhatsApp, LinkedIn, Google services, Instagram and Facebook. Those products are supplied by their own providers under their own terms and privacy policies.
9.2 We do not control them and are not responsible for them — their availability, security, data handling, pricing, API behaviour or changes to it. Their use of your data is governed by your agreement with them.
9.3 By enabling an integration, you authorise us to access and exchange data with it as needed to provide the Service, and you confirm you have the right to grant that access, including any administrator consent required in your tenant.
9.4 If a provider changes or withdraws an API and this degrades a feature, we will try to find an alternative but are not liable for the degradation. Where the degradation is material and permanent, you may terminate the affected Module and receive a pro-rata refund of prepaid fees for it.
9.5 You must comply with the third-party terms applicable to any integration you enable, including Microsoft’s terms, the Google API Services User Data Policy, and WhatsApp Business messaging policies.
9.6 Salezx is an independent product. It is not affiliated with, endorsed by or certified by Microsoft, Google, Salesforce or any other named provider. References to those providers are for interoperability purposes only.
10. AI outputs, and your obligations when using them
This section matters. Read it before you rely on anything the Service produces.
10.1 The Service uses AI models to generate briefings, answers, quotes, proposals, margin guidance, forecasts and draft communications (“Outputs”). Outputs are probabilistic. They can be inaccurate, incomplete, outdated or internally inconsistent, and can appear confident while being wrong.
10.2 Outputs are decision support, not decisions. You must have a qualified person review every Output before it is relied on or acted upon externally. In particular, before you send or commit to: a price, discount or margin position; a stock, lead-time, credit or delivery commitment; a technical specification or compatibility claim; a tender or RFP response; a contractual term; or any customer-facing communication.
10.3 No professional advice. Outputs are not legal, tax, financial, accounting, engineering, medical or regulatory advice.
10.4 Pricing and competition law. Pricing, discounting and margin recommendations are advisory. You remain responsible for the commercial and legal consequences of any price you quote, including compliance with competition, antitrust and consumer protection law. You must not use the Service to coordinate pricing, allocate markets or customers, or exchange competitively sensitive information with competitors.
10.5 You are the sender. Where you enable an outbound module, you are the sender and the controller of the resulting communications. You are responsible for having a lawful basis and any required consent, for honouring opt-outs, and for complying with applicable law — including the GDPR and ePrivacy rules, India’s DPDP Act and TRAI commercial communication regulations including DND registries, the CAN-SPAM Act and US state anti-spam rules, anti-spam rules in each recipient’s jurisdiction, and the platform policies of WhatsApp, LinkedIn, Meta and Google. We may suspend an outbound module immediately if we reasonably believe it is being used in breach of these.
10.6 Non-uniqueness. Outputs may be similar or identical to outputs generated for other customers from similar prompts. We make no claim that Outputs are original or protectable, and we do not warrant that your use of an Output will not infringe a third party’s rights.
10.7 Your Outputs. As between the parties, and to the extent rights can subsist and be assigned, we assign to you our rights in Outputs generated for you. You are responsible for how you use them.
10.8 Human oversight. The Service is not designed to make decisions producing legal or similarly significant effects on individuals without human involvement, and you must not configure or use it to do so.
10.9 Telling people they are dealing with AI. Where you enable a module that communicates directly with a person, you are the deployer of that AI system. Where the EU AI Act, or an equivalent rule in the recipient’s jurisdiction, requires that person to be told they are interacting with an AI system, or requires AI-generated audio or synthetic media to be marked as such, making that disclosure is your responsibility. You must not configure a module so as to conceal it, and you must not represent an Output as human-authored where the law requires otherwise.
11. Prospect Data
11.1 Some Modules surface Prospect Data — business contact and company information about people who are not yet your customers, drawn from public sources and licensed business data providers.
11.2 Prospect Data is provided for legitimate business-to-business use only. You must not use it for consumer marketing, for any purpose prohibited by law, or in a way that breaches the terms of the platform it came from.
11.3 Once Prospect Data is written into your CRM or acted on by you, you are the controller of it. You are responsible for having a lawful basis for contacting individuals, issuing any required privacy notice, honouring opt-out and do-not-contact requests, and complying with applicable law including the GDPR and UK GDPR, the CAN-SPAM Act and US state privacy statutes, and India’s DPDP Act, 2023.
11.4 We do not warrant the accuracy, currency or completeness of Prospect Data supplied by third-party providers, and we are not liable for a claim arising from your use of it.
11.5 We maintain suppression lists so that an opt-out recorded once continues to be honoured, and those records are retained after other data is deleted.
12. Acceptable use
You must not, and must not permit anyone to:
- use the Service unlawfully, or in breach of a third party’s rights;
- upload malware, or attempt to breach, probe or circumvent the Service’s security or its access controls;
- reverse engineer, decompile or attempt to derive the source code, model weights, prompts or architecture of the Service, except where that restriction is void under applicable law;
- attempt prompt injection, model inversion, jailbreaking or data poisoning against the Service;
- use the Service, or Outputs, to build or train a competing AI or sales product, or to benchmark it for publication without our prior written consent;
- resell, sublicense, timeshare or provide the Service as a service bureau to a third party, except as expressly permitted in the Order Form;
- exceed or circumvent the User count or AI Transaction allowance, or use automated means to generate transactions other than through supported interfaces;
- scrape, harvest or acquire personal data in breach of applicable law or a platform’s terms, including through the prospect discovery, LinkedIn, marketplace or social capture Modules;
- use the Service to send unsolicited communications in breach of section 10.5;
- upload special category data, payment card data or government identity numbers without our prior written agreement;
- use the Service, or its Outputs, as a substantial basis for a decision about a person’s employment, credit, insurance, housing, education, healthcare or access to an essential service, or for any purpose classified as high-risk under the EU AI Act;
- use the Service for biometric categorisation, for inferring emotions in a workplace or education setting, or for social scoring;
- generate content that is misleading, defamatory, discriminatory or harassing, that impersonates a real person or organisation, or that constitutes a fabricated review, testimonial or endorsement;
- remove or obscure proprietary notices, or misrepresent the Service’s capabilities to your own customers.
We may suspend access immediately, without liability, where we reasonably believe there is a material breach of this section, a security or legal risk, or a risk of harm to another customer. We will tell you the reason and restore access once it is resolved, where we lawfully can.
13. Intellectual property
13.1 We and our licensors own the Service, the Salezx brain, the underlying software, models, prompts, indexes, workflows, templates, Documentation, and all improvements to them. All rights not expressly granted are reserved.
13.2 “Salezx” and “Zoxima”, and our logos, are our trade marks. You may not use them without written permission, except as permitted by section 20.
13.3 Feedback. If you send us suggestions, we may use them freely and without obligation, and you grant us a perpetual, irrevocable, royalty-free licence to do so. Feedback should not contain your confidential information.
13.4 Usage data. We may collect and use technical and usage data, in aggregated and de-identified form that does not identify you, your Users or any individual, to operate, secure, benchmark and improve the Service. Subject to section 8.5.
14. Confidentiality, data protection and security
14.1 Each party may receive the other’s non-public information (“Confidential Information”). The recipient will protect it with at least reasonable care, use it only to perform this agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent duties.
14.2 Exclusions: information that is or becomes public without breach; was already known free of duty; is independently developed without use of the discloser’s information; or is lawfully received from a third party.
14.3 Compelled disclosure is permitted where legally required, with prior notice to the discloser where lawful, and limited to what is required.
14.4 These obligations run for the term and for 3 years afterwards, and indefinitely for trade secrets and Customer Data.
Data protection terms. Sections 14.5 to 14.13 apply where we process personal data contained in Customer Data on your behalf.
14.5 Roles. In that processing you are the controller and we are the processor. We process personal data only on your documented instructions, which are these Terms, your Order Form and your use of the Service, unless law requires otherwise, in which case we will tell you before processing unless the law prohibits it.
14.6 Subject matter and duration. The subject matter is the provision of the Service; the duration is the term plus the deletion periods in section 19. The nature and purpose of processing, the categories of personal data and the categories of data subjects are as described in the Privacy Policy at salezx.com/privacy.
14.7 Confidentiality. We ensure that personnel authorised to process personal data are bound by confidentiality obligations.
14.8 Security. We maintain the technical and organisational measures described at salezx.com/security, including encryption in transit and at rest, logical isolation of each customer’s data, and role-based access control. We may update them provided protection is not materially reduced.
14.9 Sub-processors. You give general authorisation for us to engage sub-processors. We maintain a current list at salezx.com/subprocessors, will give you at least 30 days’ notice before adding one, and you may object on reasonable data protection grounds within that period; if we cannot resolve your objection you may terminate the affected Module and receive a pro-rata refund of prepaid unused fees for it. We impose data protection obligations on each sub-processor no less protective than these, and remain liable for their performance.
14.10 Breach notification. We will notify you of a personal data breach affecting your Customer Data without undue delay after becoming aware of it, with the information you reasonably need to meet your own notification duties.
14.11 Assistance. Taking into account the nature of the processing, we will reasonably assist you with data subject requests, data protection impact assessments, prior consultations and regulator enquiries, and will make available the information reasonably necessary to demonstrate compliance with this section.
14.12 Return and deletion. On termination we return or delete personal data as set out in section 19.
14.13 EEA and UK data. Where you instruct us to process personal data relating to individuals in the European Economic Area or the United Kingdom, we will do so under the European Commission’s Standard Contractual Clauses and the UK International Data Transfer Addendum. Where you require a separate signed data processing agreement, we will enter into one on request at admin@salezx.com.
14.14 Our Privacy Policy at salezx.com/privacy describes how we handle personal data for which we are the controller, and how we handle data obtained through Google and Microsoft APIs. It is a notice, not a contractual term of these Terms.
15. Warranties
15.1 Each party warrants it has the authority to enter into these Terms.
15.2 We warrant that the Service will perform materially in accordance with the Documentation, and that we will provide it with reasonable skill and care. Your exclusive remedy for breach is that we will use commercially reasonable efforts to correct the non-conformity; if we cannot within 30 days of your written notice, you may terminate the affected Module and receive a pro-rata refund of prepaid unused fees for it.
15.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.
15.4 We specifically do not warrant that: the Service will be uninterrupted or error-free; Outputs will be accurate, complete, current or fit for any particular purpose; the Service will detect every risk, opportunity, margin erosion or compliance issue; or that any revenue, margin, conversion, time-saving or productivity result will be achieved. Case studies, industry examples and figures on our website describe other organisations’ results and are not a promise of yours.
16. Indemnities
16.1 By us. We will defend you against a third-party claim that your permitted use of the Service infringes that party’s intellectual property rights, and pay damages finally awarded or agreed in settlement. If the Service becomes, or we think it may become, the subject of such a claim, we may procure the right to continue using it, modify it, or terminate the affected part and refund prepaid unused fees. This does not apply to claims arising from Customer Data, Outputs, Prospect Data, your modifications, combination with anything we did not supply, use in breach of these Terms, or third-party services.
16.2 By you. You will defend and indemnify us against third-party claims arising from Customer Data, from your or your Users’ breach of section 8.3, 10.5, 11, 12 or 14, from your use or distribution of Outputs, or from communications you send using the Service.
16.3 Process. The indemnified party must notify promptly, give sole control of the defence, and provide reasonable cooperation. No settlement admitting liability without consent.
17. Limitation of liability
17.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, however arising, even if advised of the possibility.
17.2 Cap. Each party’s total aggregate liability arising out of or related to this agreement is limited to the fees paid or payable by you to us in the twelve months preceding the event giving rise to the claim.
17.3 Exclusions from the cap. Sections 17.1 and 17.2 do not limit: your payment obligations; your indemnity obligations under section 16.2; your breach of section 12; either party’s breach of section 13; either party’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.
17.4 Super-cap for our indemnity. Our liability under the indemnity in section 16.1 is not subject to the cap in section 17.2, but is limited in aggregate to two times the fees paid by you to us in the twelve months preceding the claim.
17.5 These limits apply in aggregate across all claims and all causes of action, and reflect the allocation of risk that the pricing is based on.
18. Term, suspension and termination
18.1 These Terms run from the effective date of the first Order Form until all Order Forms have expired or been terminated.
18.2 Either party may terminate for material breach on 30 days’ written notice if the breach is not cured within that period.
18.3 Either party may terminate immediately if the other becomes insolvent, enters liquidation or administration, or ceases business.
18.4 We may suspend or terminate immediately for breach of section 12, for non-payment under section 7.7, or where required by law or by a platform provider.
18.5 You may cancel a subscription with effect from the end of the current term, under section 7.8. Cancelling mid-term does not entitle you to a refund except as stated in sections 6.7, 9.4, 15.2 and 16.1.
19. Effect of termination
19.1 Access ends on termination.
19.2 Export window. For 30 days after termination you may export Customer Data through the Service’s export tools, or ask us for an export in a structured, commonly used, machine-readable format. Self-service export stays available for the whole window in every case — you need your own records to meet your own obligations to your customers and staff, and we will not hold them against an invoice. Where undisputed fees are overdue we may decline to prepare an assisted export until they are paid; we will not do so where the amount is disputed in good faith.
19.3 Deletion. After that window we will delete Customer Data — including derived indexes, embeddings and caches — within 30 days, other than data we must retain by law or that sits in encrypted backups pending their normal 30-day expiry, which is not restored into live systems. Opt-out and suppression records are retained as described in section 11.5.
19.4 Sections 8.1, 8.3, 10, 11, 13, 14, 16, 17, 19, 21 and 22 survive termination, along with any provision that by its nature should.
20. Publicity
We may identify you by name and logo in our customer lists and on our website only with your prior written consent, which you may withdraw on 30 days’ notice. Anonymised, non-attributable descriptions of outcomes — for example by industry and revenue band — may be used without consent, provided you are not reasonably identifiable.
21. Disputes
21.1 The governing law and arbitral forum are set out in section 1.
21.2 The parties will first try to resolve any dispute by good-faith discussion between senior representatives for 30 days.
21.3 Failing that, the dispute will be finally resolved by arbitration as set out in section 1. The award is final and binding.
21.4 Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
21.5 Nothing in this section prevents either party from bringing an individual claim in a small-claims court where it is eligible.
22. Force majeure and general
22.1 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, terrorism, epidemic, government action, labour dispute, internet or telecommunications failure, or failure of a third-party cloud or AI provider. Payment obligations are not excused. If the event continues beyond 60 days, either party may terminate the affected Order Form.
22.2 Notices. To us: admin@salezx.com and the registered address of the contracting entity in section 1. To you: the administrator email on your account. Email notices are effective when sent, absent a delivery failure.
22.3 Assignment. Neither party may assign without the other’s written consent, except to a successor in a merger, acquisition or sale of substantially all assets, on notice.
22.4 Changes to these Terms. We may update them. Material changes take effect at your next renewal, or on 30 days’ notice for month-to-month arrangements. Continued use after the effective date is acceptance. If you object to a material change you may terminate before it takes effect and receive a pro-rata refund of prepaid unused fees.
22.5 Independent contractors. No partnership, agency, joint venture or employment is created.
22.6 No third-party beneficiaries, other than the indemnified parties under section 16.
22.7 Severability. An unenforceable provision is modified to the minimum extent necessary, or severed, leaving the rest in force.
22.8 Waiver. A failure to enforce is not a waiver.
22.9 Entire agreement. These Terms, the Order Form and the documents they incorporate are the entire agreement, superseding prior proposals, demos, marketing materials and representations. Neither party relied on any statement not set out in them, save for fraudulent misrepresentation.
22.10 Export and sanctions. Each party will comply with applicable export control and sanctions laws. You confirm you are not located in, and will not use the Service from, a jurisdiction subject to comprehensive trade sanctions, and that you are not a restricted party under applicable sanctions or export control law.
22.11 Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption laws.
Questions about these Terms: admin@salezx.com
Salezx is a product of Zoxima Solutions Private Limited (India) and Zoxima Solutions LLC (United States), trading as Zoxima.