1. Definitions
Authorised User — an individual authorised by the Customer to access the Services under the Customer’s account.
Customer Data — data submitted to, or generated within, the Services by or on behalf of the Customer, including information relating to the Customer’s leads, clients and cases.
Order Form — the written or electronic order, proposal or subscription confirmation agreed between the parties, setting out the subscription, fees and any specific terms.
Services — the Lead2Case platform, together with any integrations, support and related services we provide.
2. The Services
2.1 We grant the Customer a non-exclusive, non-transferable right for its Authorised Users to access and use the Services during the term, for the Customer’s internal business purposes, subject to these Terms.
2.2 The Services are provided on a multi-tenant basis. Each customer organisation’s data is logically separated and accessible only to that organisation’s Authorised Users.
2.3 We may modify or improve the Services from time to time. We will not materially reduce core functionality during a subscription term without notice.
3. Accounts and Authorised Users
3.1 The Customer is responsible for all activity under its account, for maintaining the confidentiality of credentials, and for ensuring Authorised Users comply with these Terms.
3.2 The Customer must notify us promptly of any unauthorised access to, or use of, its account.
3.3 Access is licensed per Authorised User. Credentials must not be shared between individuals.
4. Fees and payment
4.1 Fees are as set out in the applicable Order Form. Unless stated otherwise, fees are exclusive of VAT.
4.2 Subscription fees are payable in advance. Usage-based charges, where applicable, are payable in arrears or drawn from a prepaid balance as set out in the Order Form.
4.3 Charges levied by third-party providers — including WhatsApp messaging charges billed directly by Meta — are not included in our fees. See section 6.
4.4 We may suspend access where fees remain unpaid for a reasonable period following written notice.
4.5 We may change fees on reasonable written notice, effective from the start of the next renewal term.
5. Customer responsibilities
5.1 The Customer is responsible for the accuracy, quality and legality of Customer Data, and for the means by which it acquired that data.
5.2 The Customer must ensure it has a lawful basis, and where required, valid consent, for the processing of personal data through the Services, including for any messaging sent via the Services.
5.3 The Customer must comply with all laws and regulatory requirements applicable to its business, including those of any regulator to whose rules it is subject.
6. Third-party services
6.1 The Services integrate with third-party platforms, including Meta Platforms (WhatsApp Business Platform) and telephony and messaging providers.
6.2 Where the Customer connects a WhatsApp Business account to the Services, the Customer contracts directly with Meta for that account. The Customer is responsible for providing its own payment method to Meta and for all messaging charges Meta bills to it. We act as a technology provider facilitating that connection; we do not resell WhatsApp messaging.
6.3 The Customer’s use of any third-party platform is subject to that platform’s own terms and policies, including — in the case of WhatsApp — Meta’s Business Terms, the WhatsApp Business Messaging Policy and the WhatsApp Business Solution Terms. The Customer is responsible for reading and complying with them.
6.4 We are not responsible for the availability, pricing, performance or enforcement decisions of any third-party platform, including account restrictions, quality rating changes, messaging limits or template rejections imposed by Meta.
6.5 If a third-party platform withdraws, suspends or changes access in a way that affects the Services, we will notify the Customer and use reasonable efforts to mitigate the impact, but we are not liable for the consequences of that change.
7. Acceptable use
7.1 The Customer must not use the Services to:
- send messages to any person who has not provided a lawful basis or, where required, consent to be contacted;
- send unsolicited, bulk or nuisance communications, or communications in breach of the Privacy and Electronic Communications Regulations 2003 or any successor legislation;
- send content that is unlawful, misleading, defamatory, or that breaches any applicable rules on financial promotions;
- breach the WhatsApp Business Messaging Policy or any other applicable third-party platform policy;
- impersonate any person or organisation, or misrepresent the identity of the sender;
- upload malicious code, attempt to gain unauthorised access to the Services, or interfere with their operation;
- access the Services to build a competing product, or reverse engineer any part of them;
- permit access by anyone other than Authorised Users.
7.2 The Customer must maintain records sufficient to demonstrate the lawful basis for contacting each individual it messages through the Services, and must provide those records to us on reasonable request.
7.3 We may suspend or restrict access immediately, without notice, where we reasonably believe the Customer is in breach of this section, where continued use presents a risk to our platform, to other customers, or to our standing with a third-party platform, or where a third-party platform requires it.
7.4 Where practicable we will notify the Customer of a suspension and work with them to resolve the underlying issue.
8. Data protection
8.1 In respect of personal data contained in Customer Data, the Customer is the data controller and Inovex is the data processor.
8.2 Each party will comply with its obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
8.3 We process personal data only on the Customer’s documented instructions, as set out in these Terms and the applicable Order Form.
8.4 We maintain appropriate technical and organisational measures as described in our Privacy Policy, and will assist the Customer, taking into account the nature of the processing, with data subject requests and with its obligations regarding security and breach notification.
8.5 We engage sub-processors to provide the Services. We will not engage a new sub-processor without giving the Customer a reasonable opportunity to object.
9. Intellectual property
9.1 We and our licensors own all intellectual property rights in the Services. Nothing in these Terms transfers those rights.
9.2 The Customer owns Customer Data. The Customer grants us a non-exclusive licence to use, host and process Customer Data solely to provide and support the Services.
9.3 We may use aggregated and anonymised data derived from use of the Services to operate, analyse and improve them, provided it does not identify the Customer or any individual.
10. Confidentiality
10.1 Each party will keep confidential the other’s non-public information disclosed in connection with these Terms, and use it only for the purposes of these Terms.
10.2 This does not apply to information that is or becomes public other than by breach, was lawfully known before disclosure, or is required to be disclosed by law.
11. Warranties and disclaimers
11.1 We warrant that we will provide the Services with reasonable skill and care.
11.2 Except as expressly stated, the Services are provided “as is”. We do not warrant that the Services will be uninterrupted or error-free, or that they will meet the Customer’s specific requirements.
11.3 We do not provide legal, regulatory, financial or debt advice. The Customer is solely responsible for the advice and services it provides to its own clients.
11.4 All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
12. Limitation of liability
12.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
12.2 Subject to 12.1, neither party is liable for loss of profit, revenue, business, anticipated savings, goodwill, or for any indirect or consequential loss.
12.3 Subject to 12.1, each party’s total aggregate liability arising out of or in connection with these Terms is limited to the cap agreed in the applicable Order Form.
12.4 We are not liable for charges billed to the Customer by any third-party platform, including Meta.
13. Term, termination and suspension
13.1 These Terms begin on the start date in the Order Form and continue for the subscription term, renewing automatically for successive terms unless either party gives reasonable written notice before the end of the current term.
13.2 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within a reasonable period of written notice, or becomes insolvent.
13.3 On termination, the Customer’s right to access the Services ends. The Customer may request an export of Customer Data within a reasonable period following termination.
13.4 We will delete or anonymise Customer Data within a reasonable period following the end of the export window, except where retention is required by law.
14. Changes to these Terms
We may update these Terms from time to time. Where a change is material we will give the Customer reasonable notice before it takes effect. Continued use of the Services after that date constitutes acceptance.
15. General
15.1 Neither party is liable for failure to perform due to events beyond its reasonable control.
15.2 The Customer may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger or sale of assets.
15.3 These Terms, together with the Order Form and Privacy Policy, form the entire agreement between the parties.
15.4 No failure or delay in exercising a right constitutes a waiver of it.
15.5 If any provision is held invalid, the remainder continues in effect.
15.6 A person who is not a party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
16. Governing law
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
17. Contact
Inovex Technologies Limited
Peel House, Suite 138
30 The Downs, Altrincham
England, WA14 2PX
Email: info@inovex-tech.com