Online Subscription Agreement
The Contract. These terms and conditions (Terms) apply to the offering of access to and use of the Product by EXELTIVE GROUP LIMITED and the subscription to such access and use of the Product by the Subscriber (Contract), to the exclusion of any other terms which any party may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Contract is concluded between:
EXELTIVE GROUP LIMITED (registration number HE 418565), a private company duly incorporated in Cyprus with registration number HE418565 and with registered address of 12 Dimostheni Severi, Floor 6, Flat 601, 1080 Nicosia, Cyprus.
The Subscriber (together “The Parties”)
WHEREAS EXELTIVE GROUP LIMITED is the operator and owner of the website https://www.invohub.io and the owner of the Product (hereinafter referred to as “Exeltive”), and
WHEREAS the Subscriber is the subscriber of the Product offered by Exeltive under the terms and conditions of this Contract (hereinafter referred to as the “Subscriber”).
WHEREAS the Product refers to the Invohub payment-handling platform, which offers different features and options to the Subscriber such as submitting invoices or statements of account, schedule reminders, choice of the means of payment, access to a dashboard with analytics regarding pending, paid, overdue and draft invoices, payment requests and/or any other features that may be added or removed from time to time.
1. ASSENT & ACCEPTANCE
1.1 Assent to the Contract. The Subscriber warrants that he/she has read and reviewed this Contract and that he/she agreed to be bound by it. The Company only agrees to provide the Product if the Subscriber assents to this Contract.
2.1 Placing an order. The Subscriber will need to follow the onscreen prompts to place their order and may only submit an order using the method set out on https://www.invohub.io (Website). Each order is an offer by the Subscriber to acquire access to and use of the Product specified in the order subject to these Terms.
2.2 Correcting input errors. EXELTIVE’S order process allows the Subscriber to check and amend any errors before submitting their order to EXELTIVE. The Subscriber is responsible for ensuring that their order and any specification submitted by the Subscriber is complete and accurate.
2.3 Acknowledging receipt of the order. After the Subscriber places their order, the Subscriber will receive an email from EXELTIVE acknowledging receipt, but acceptance of the offer will take places only as described in 2.4.
2.4 Accepting the order. EXELTIVE’s acceptance of the Subscriber’s order takes place when EXELTIVE sends an email to the Subscriber to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between EXELTIVE and the Subscriber will come into existence.
2.5 If EXELTIVE cannot accept an order. If EXELTIVE is unable to allow the Subscriber to access and use the Product for any reason, EXELTIVE will inform the Subscriber of this by email and EXELTIVE will not process the Subscriber’s order. If the Subscriber has already paid for accessing and using the Product, EXELTIVE will refund the Subscriber the full amount.
2.6 Trial Period. The Subscriber will have access to and will be able to use the Product upon Exeltive’s acceptance of the order, for a free trial period of 14 (fourteen) calendar days. Following the end of this trial period, the Subscriber will continue to have access and use the Product for a (monthly or annual, depending on the case) subscription fee, with such fee being calculated in accordance with clause 5.
2.7 Beta Phase. Where the Subscriber has access to and uses the Product by virtue of participating in the pre-launch beta phase, the trial period under clause 2.6 will commence upon the end of the said beta phase.
The exact period of the beta phase will be communicated to the Subscribers invited to participate therein, either via an electronic message to the e-mail provided by the Subscriber, or via an electronic message or notification sent directly to the Subscriber on the Website. Such electronic messages or notifications may be sent along with the relevant invitation to the Subscriber to participate in the beta phase or at a later date and in any case, prior to the start of the free trial period.
3.1 Descriptions and illustrations. Any descriptions or illustrations on EXELTIVE’s Website are published for the sole purpose of giving an approximate idea of the nature and content of the Product described in them. They will not form part of the Contract or have any contractual force.
3.2 Compliance with specification. Subject to EXELTIVE’s right to amend the specification (see 3.3) of the Product, EXELTIVE will grant access to and use of the Product to the Subscriber in accordance with the specification for the Product appearing on the Website at the date of the Subscriber’s order in all material respects.
3.3 Changes to specification. EXELTIVE reserves the right to amend the specifications of the Product if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Product.
4. OBLIGATIONS OF THE SUBSCRIBER
4.1 It is the Subscriber’s responsibility to ensure that:
4.1.1 the terms of their order are complete and accurate;
4.1.2 they cooperate with EXELTIVE in all matters relating to the Product;
4.1.3 they have access to such equipment that may reasonably be necessary to fully access and use the Product offered by EXELTIVE, including, but not limited to, an Internet Connection and a computer or a laptop;
4.1.4 they access and use the Product in accordance with any guidelines and best use practices that may be provided by EXELTIVE from time to time.
4.2 If EXELTIVE’s ability to grant access to and use of the Product is prevented or delayed by virtue of any failure by the Subscriber to fulfil any obligation listed in 4.1 (Subscriber’s Default):
4.2.1 EXELTIVE will be entitled to suspend access to and use of the Product until the Subscriber remedies their Default, and to rely on such Default to refrain or postpone the granting of access to and use of the Product, in each case to the extent that the Subscriber’s Default prevents or delays Exeltive in carrying out its obligations under the Contract. In certain circumstances, the Subscriber’s Default may entitle EXELTIVE to terminate the Contract under Clause 10 (Termination);
4.2.2 EXELTIVE will not be responsible for any costs or losses that the Subscriber sustains or incurs arising directly or indirectly from EXELTIVE’s failure or delay to grant access to and use of the Product; and
4.2.3 it will be the Subscriber’s responsibility to reimburse EXELTIVE on written demand for any costs or losses that EXELTIVE sustains or incurs, arising directly or indirectly from the Subscriber’s Default.
5.1 In consideration of EXELTIVE granting access to and use of the Product, the Subscriber must pay the subscription fee quoted on the Website at the time the Subscriber submits their order (Fee). Such Fee will automatically be charged on the bank account provided by the Subscriber, upon acceptance of the Subscriber’s order by Exeltive and following the end of the beta phase and/or the free trial period, as the case may be and as provided for in clauses 2.6 and 2.7.
5.2 If the Subscriber wishes to change the scope of the order after EXELTIVE accepts the Subscriber’s order, it will be at the discretion of EXELTIVE to assent to or reject such a change. If EXELTIVE agrees to such change, EXELTIVE will modify the Fee as it deems necessary and subject to the prior consent of the Subscriber.
5.3 EXELTIVE will take all reasonable care to ensure that the prices stated for accessing and using the Product on the Website are correct at the time when an order is placed. Where such access and use to the Product may be incorrectly priced, if the correct price is less than the price stated on the Website, EXELTIVE will charge the lower amount. If the correct price is higher than the price stated on the Website, EXELTIVE will contact the Subscriber as soon as possible to inform the Subscriber of this error and give the Subscriber the option of continuing to purchasing access to and use of the Product at the correct price or cancelling the order. Where EXELTIVE is unable to contact the Subscriber using the contact details the Subscriber provided during the order process, EXELTIVE will treat the order as cancelled.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All intellectual property rights in or arising out of or in connection with the Products will be owned by EXELTIVE and the Subscriber will be entitled to access and use the Products within the scope of permitted private use provided by law.
6.2 For the purposes of this clause, intellectual property rights includes, but is not limited to, patents, rights to inventions (whether or not patentable, and whether or not recorded in any medium), copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist.
6.3 Any use beyond the permitted private use requires the prior written consent of EXELTIVE.
7.1 EXELTIVE will collect and process any personal data that the Subscriber provides and the Subscriber agrees to such collection and processing of their data, in so far as those are necessary for EXELTIVE in order to:
7.1.1 grant access to and use of the Product;
7.1.2 process the payment for accessing and using the Product;
7.1.3 fulfil any of the obligations under the Contract;
7.1.4 inform the Subscriber about similar Products or services that EXELTIVE provides, but the Subscriber may stop receiving these at any time by contacting EXELTIVE.
7.1.5 comply with any legal obligation that EXELTIVE may have or a court order or a request by a governmental or regulatory or other competent authority.
7.3 The Personal Data of the Subscriber may also be disclosed to EXELTIVE’s employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of EXELTIVE exercising their respective rights or carrying out their respective obligations under the Contract.
8. LIABILITIES & DISCLAIMERS
8.1 To the maximum extent permitted under applicable law, EXELTIVE disclaims all warranties relating to the content, access and use of the Product and the Subscriber agrees that the Product is provided on an “as is” or “as available” basis and EXELTIVE is not bound by any other oral or written statement or agreement or gesture or practice or standard “doing of business”, but only by the provisions described in this Contract. Thus, EXELTIVE disclaims any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade and the Subscriber waives any such claim against EXELTIVE, its directors, shareholders, officers, employees, agents, attorneys, service providers and representatives.
8.2 The Subscriber acknowledges that the Website and its content may be susceptible to errors, software malwares, third party dysfunctions and other inaccuracies concerning the information or statements provided by EXELTIVE. EXELTIVE will exercise reasonable care to eliminate these, but in any case EXELTIVE will not be liable for anything which could not have been prevented, fixed or combated without the exercise of such reasonable care.
8.3 The Subscriber hereby understands and agrees that EXELTIVE, its directors, shareholders, officers, employees, agents, attorneys, service providers and representatives shall not be liable for any damages, losses or expenses, of the Subscriber, whether direct, indirect, special, punitive, exemplary, incidental or consequential, arising out of or related to the use of the Website or the Product.
8.4 The Subscriber undertakes to indemnify EXELTIVE, its directors, shareholders, officers, employees, agents, attorneys, service providers and representatives from all claims and to repair any damage (including the costs of legal assistance, any fines, fees or penalties imposed by any state authorities) resulting from or related to the Subscriber’s breach of this Contract or infringement of legal provisions or rights of third parties.
8.5 EXELTIVE shall exercise reasonable care in order to protect the Website and its Products and the content thereof against undesirable interference by third parties or software malwares.
9. FORCE MAJEURE
9.1 EXELTIVE shall not be liable for any actions or consequences of force majeure, i.e. for events beyond their reasonable control which occurred without their fault, including, but not limited to: embargoes, governmental restrictions, riots, insurrection, wars or other acts of war, acts of terror, social unrest, rebellion, hacking attacks (including DDoS attacks, data theft or destruction), fires, floods, vandalism or sabotage, pandemics, governmental restrictions or lock-downs.
10.1 Without limitation of any other rights, EXELTIVE may suspend the access to and use of the Product, or terminate the Contract with immediate effect by giving written notice to the Subscriber (including via e-mail) for whatever reason and at its sole discretion.
10.2 The Subscriber may also terminate the Contract for whatever reason at its sole discretion and with immediate effect, either by giving written notice to Exeltive of their intention to do so by sending an e-mail to firstname.lastname@example.org
10.3 Termination of the Contract shall not affect the Parties or their rights and remedies that have accrued as at termination.
10.4 Any provision of the Contract that is expressly or by implication intended to come into or continue in force on or after termination shall remain in full force and effect.
11.1 Assignment and transfer
11.1.1 EXELTIVE may assign or transfer their rights and obligations under the Contract to another entity, affiliate, subcontractor or external or internal service provider.
11.1.2 The Subscriber may only assign or transfer their rights or obligations under the Contract to another person subject to the prior written approval of EXELTIVE.
11.2 Language. This Contract is made only in the English language. Any words in the singular also include words in the plural and vice versa.
11.3 Entire agreement. The Contract is the entire agreement between EXELTIVE and the Subscriber in relation to its subject matter. The Parties acknowledge that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
11.4 Variation. Any variation of the Contract only has effect if it is in writing and signed by the Parties or their respective authorised representatives.
11.5 Severance. Each paragraph of this Contract operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
11.6 Third party rights. The Contract is between the Parties and no other person has any rights to enforce any of its terms subject to clause 11.1 or any other terms of the Contract that may provide otherwise.
11.7 Governing law and jurisdiction. The Contract is governed by Cyprus law and both Parties irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Cyprus courts.