Terms of Service

These Terms of Service (the "Terms") are a legally binding agreement between Floxa Ltd ("Floxa", "we", "us") — a company registered in England and Wales under company number 16971343, registered office Office 439, Unit 5, 399-405 Oxford Street, Mayfair, London, England, W1C 2BU — and the customer that registers for or uses the Floxa service ("you"). By creating an account or using Floxa, you agree to these Terms. If you are accepting on behalf of a company or other business, you confirm you have authority to bind it, and "you" means that business.

These Terms incorporate our Data Processing Agreement (the "DPA") and, together with them and your plan selection, form the agreement between us (the "Agreement"). Our Privacy Policy explains how we handle personal data and is not part of the contract, but you should read it.

1. The service

Floxa is a business management service for trade companies — scheduling, invoicing, expenses, timesheets, payments and related tools (the "Service"), provided as a subscription at floxa.co.uk. The features included in each plan are described at floxa.co.uk/plans. We improve the Service continually and may add, change or withdraw features, provided changes do not materially reduce the core functionality of your plan during a paid period.

2. Business use

The Service is designed and sold for business use. By registering, you confirm that you are at least 18 and acting in the course of a business, trade or profession — not as a consumer. If, despite this, you use the Service as a consumer: nothing in these Terms affects your statutory rights, and by requesting immediate access to the Service you acknowledge that you lose the right to cancel under the Consumer Contracts Regulations 2013 once supply of the digital service has begun.

3. Your account

• You must provide accurate registration information and keep it up to date.
• You are responsible for keeping your credentials confidential and for all activity under your account. Tell us immediately at support@floxa.co.uk if you suspect unauthorised access.
• Seats on your plan are for individual named users in your organisation. Sharing one login between several people is not permitted; invite them to their own seats instead.

4. Subscriptions and payment

• The Service is provided on paid subscription plans, billed monthly or yearly in advance. There is no free tier; payment is taken when you subscribe. Current prices, plans and seat allowances are shown at floxa.co.uk/plans.
• Payments are processed by Stripe. You authorise us (via Stripe) to charge your payment method the subscription fee, and any applicable VAT, on each billing date.
• Automatic renewal. Your subscription renews automatically at the end of each billing period (monthly or yearly) until cancelled as described in section 5.
• Upgrades take effect immediately: the difference is prorated for the remainder of the current billing period and charged straight away.
• Downgrades take effect at the end of the current billing period. If your organisation exceeds the limits of the lower plan (for example seats in use), you must bring it within those limits for the downgrade to apply.
• Failed payments. If a renewal charge fails we will retry it and notify you. While a subscription has lapsed your organisation's access is restricted until payment succeeds or a new subscription is taken out; your data is retained as described in section 6.
• Price changes. We may change subscription prices by giving you at least 30 days' notice by email; the new price applies from your next renewal after the notice period. If you do not accept a price change, cancel before that renewal.

5. Cancellation and refunds

• You can cancel your subscription at any time from your billing settings. Cancellation takes effect at the end of the current billing period — you keep full access until then, and you will not be charged again.
• Fees are non-refundable. Except where these Terms or the DPA expressly provide otherwise, or where required by law, we do not give refunds or credits for partial billing periods, unused seats, or unused time on a cancelled or downgraded subscription.

6. Your data

• You own your data. Everything your organisation stores in the Service — records, invoices, files, and other content ("Customer Data") — remains yours. You grant us the licence needed to host, process, transmit, display and back it up solely to provide the Service.
• We process personal data within Customer Data as your processor under the DPA.
• You are responsible for Customer Data: for having the right to store it, for its accuracy, and for ensuring your use of the Service (including emails and invoices you send through it) complies with the law.
• You can export your data during your subscription, and for a reasonable period after cancellation we will provide an export on request to support@floxa.co.uk. After termination, Customer Data is deleted as set out in the DPA (within 90 days from production systems).

7. Taking payments through Floxa (Stripe Connect)

• If you enable card payments on your invoices, payments are processed through a Stripe connected account. By enabling this you agree to the Stripe Connected Account Agreement and Stripe's terms, and you must provide accurate onboarding information to Stripe.
• Payments made to you by your clients are transactions between you and them (processed by Stripe). Floxa is not a party to those transactions, does not hold your funds, and is not responsible for your clients' payments, chargebacks or disputes.
• Fees on payments. Card payments taken through the Service carry a Floxa platform fee of 0.5% of the amount paid (plus VAT where applicable), collected automatically through Stripe when the payment is made. Stripe's own payment processing fees also apply — they are set by Stripe and charged to your Stripe account under your agreement with Stripe. We may change the platform fee by giving you at least 30 days' notice; a change applies only to payments taken after it comes into effect.
• Where you show bank details on invoices instead, you are responsible for their accuracy. We recommend advising clients to verify bank details by phone before their first payment — invoice fraud is a real risk in the trades.

8. Acceptable use

You must not, and must not allow anyone else to:

• use the Service unlawfully, or store or send content that is illegal, infringing, defamatory or malicious (including malware);
• send spam or unlawful marketing through the Service, or use it to issue fraudulent or misleading invoices;
• interfere with the Service's operation or security, probe or test its vulnerabilities without our written consent, or attempt to access other customers' data;
• reverse engineer the Service except as permitted by law, or copy it to build a competing product;
• resell, sublicense or provide the Service to third parties as a service bureau, or use it on behalf of businesses other than your own organisation(s);
• use automated means to access the Service other than through features we provide, or impose an unreasonable load on it.

9. Intellectual property

We (and our licensors) own the Service, its software, design and branding. We grant you a non-exclusive, non-transferable right to use the Service for your business during your subscription. If you give us feedback or suggestions, we may use them without obligation to you.

10. Third-party services

The Service integrates with third-party services — including Stripe for payments and Google for optional sign-in. Your use of those services is governed by their own terms, and we are not responsible for them. The providers that process data on our behalf are listed at floxa.co.uk/legal/subprocessors.

11. Availability and support

We provide the Service with reasonable skill and care and aim to keep it available at all times, but — like every online service — we do not guarantee uninterrupted or error-free operation. We may carry out maintenance, and where planned maintenance will be disruptive we will give reasonable notice. Support is provided by email at support@floxa.co.uk during UK business hours.

12. Not professional advice

Floxa helps you organise your business — including features that touch tax, such as VAT on invoices and VAT return summaries — but it is a software tool, not an accountant, tax adviser or law firm. Figures the Service produces depend on the data you enter. You are responsible for the accuracy of your invoices, records, returns and filings, and for taking professional advice where you need it.

13. Suspension and termination

• We may suspend or restrict access to the Service, or terminate the Agreement, if you materially breach these Terms (including non-payment or breach of section 8) and — where the breach is remediable — fail to fix it within 14 days of our notice. We may suspend immediately where reasonably necessary to protect the Service or other customers, or where the law requires.
• You may terminate at any time by cancelling your subscription (section 5) and, if you wish, requesting account deletion as described in the Privacy Policy.
• On termination, your right to use the Service ends and data is handled as set out in section 6 and the DPA. Sections which by their nature should survive (including 6, 9, 12, 14, 15 and 16) survive termination.

14. Disclaimers

Except as expressly set out in these Terms, and to the fullest extent permitted by law, the Service is provided "as is" and all other conditions, warranties and terms implied by statute or common law are excluded. We do not warrant that the Service will meet your requirements or be uninterrupted, secure or error-free, or that data will never be lost — keep exports of anything critical.

15. Liability

• Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
• Subject to that, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, arising out of or in connection with the Agreement.
• Subject to both of the above, each party's total aggregate liability arising out of or in connection with the Agreement is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim.

16. Indemnity

You will indemnify us against losses, claims and reasonable costs arising from third-party claims caused by Customer Data you store in the Service, or by your use of the Service in breach of section 8 or applicable law.

17. Changes to these Terms

We may update these Terms from time to time. For material changes we will give you at least 30 days' notice by email before they take effect; other changes take effect when published at floxa.co.uk/legal/terms. If you do not accept a material change, cancel before it takes effect — continuing to use the Service afterwards means you accept it.

18. General

• Entire agreement. The Agreement is the entire agreement between us regarding the Service and supersedes prior discussions. Neither party relies on any statement not set out in it.
• Assignment. You may not transfer the Agreement without our written consent. We may assign it to a successor of our business, and will notify you if we do.
• Severance and waiver. If any provision is found unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.
• Third-party rights. No one other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding your payment obligations).
• Governing law. The Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Contact

Questions about these Terms: support@floxa.co.uk, or write to Floxa Ltd, Office 439, Unit 5, 399-405 Oxford Street, Mayfair, London, England, W1C 2BU.