Thank you for selecting the Services offered by Changepen Ltd ("Changepen", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This Agreement is a legal agreement between you and Changepen. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms.
If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
Changepen Ltd reserves the right to change these terms & conditions at any time. You are responsible for reviewing and becoming familiar with any such modifications, and your use of the Service following such notification constitutes your acceptance of the modified terms and conditions.
This Agreement describes the terms governing your use of Changepen. It includes by reference:
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
1. Definitions
“Effective Date” means the date the Agreement becomes binding, as specified in the Order Form.
“Account Owner” refers to the individual responsible for managing the account.
“Services” are the Changepen software and related services covered by this Agreement.
“Data” refers to any information you input into the Service.
“Intellectual Property Right” includes any patent, trademark, service mark, copyright, moral right, design right, know-how, or other intellectual or industrial property rights.
“Subscription Fee” means the monthly fee payable by you in accordance with our fee schedule.
“Website(s)” are the Internet sites managed and operated by Changepen Ltd.
“You” refers to the subscribing company, including its employees, representatives, and agents.
2. Subscription Term and Renewal
The subscription shall run for an initial period of 12, 24, or 36 months as agreed, and will automatically renew for further 12-month periods unless either party provides written notice of non-renewal at least 60 days before the end of the current term.
3. Termination and Early Termination Fees
You may terminate the Agreement with 60 days' written notice. An early termination fee applies, equal to 100% of the fees that would have been payable for the remainder of the Subscription Term. This fee is a genuine pre-estimate of Changepen's loss and shall become due on the date of termination. Changepen may terminate this Agreement immediately if you materially breach any provision and do not remedy the breach within 30 days.
4. Payment Terms
Invoices are issued on the 1st of each month. Payment is due within 10 days of the invoice date. Payment is accepted by Direct Debit only. A mandate will be issued upon completion of the Order Form. Subscriptions automatically convert from the 30-day free trial unless cancellation notice is submitted in writing. No refunds or credits are available for partial use, mid-cycle plan changes, or unused time. Subscription Fees may change with 30 days’.
Late payments may incur additional charges, including interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998(4% per annum above the Bank of England base rate (or the rate under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is greater)), accruing daily from the due date until payment is received in full. Changepen reserves the right to suspend access to the Services for overdue accounts.
5. Limitation of Liability
Subject to the exceptions below, each party's total aggregate liability arising out of or in connection with this Agreement shall not exceed an amount equal to the total fees paid or payable by the Customer in the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation does not exclude or limit liability for death, personal injury caused by negligence, fraud, or fraudulent misrepresentation.
6. Data Portability and Retention
Upon termination, you may request a copy of your Data. Changepen will retain Data for 30 days following termination and may delete it thereafter. Data deletion requests must be submitted in writing by the Account Owner.
7. Data Protection and GDPR Compliance
Changepen processes personal data in accordance with UK GDPR and the Data Protection Act 2018. These obligations are detailed in our Privacy Policy and any applicable Data Processing Agreement.
8. Service Level Agreement (SLA)
Changepen will use commercially reasonable efforts to maintain 99.5% monthly uptime, excluding scheduled maintenance (notified at least five business days in advance) and factors outside Changepen's reasonable control. For support, please contact support@changepen.co.uk.
9. Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the English courts.
10. Force Majeure
Neither party is liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including war, strike, pandemic, or governmental restriction.
11. Change of Terms
Changepen may amend these terms by providing 30 days' notice via email or through the Service. Continued use of the Service constitutes acceptance of the updated terms.
12. Third-Party Integrations
If you use third-party applications with the Service, you are responsible for any such use. Changepen is not liable for third-party access to or use of your Data.
13. Notices
All notices must be in writing and sent by email to the designated contacts specified in the Order Form. Notices shall be deemed received upon successful transmission.
