Terms of Service
DRAFTIX LIMITED SOFTWARE-AS-A-SERVICE
Terms and conditions for Draftix, version July 2025
The service “Draftix” is offered over the internet in the form of Software-as-a-Service by Draftix Limited, registered in England and Wales with company number 16393871 (hereinafter: “Draftix Limited”). Use of Draftix is subject to the terms and conditions below. Use of Draftix constitutes acceptance of these terms and conditions.
Any deviations from these terms and conditions are only permitted with the prior written consent of Draftix Limited.
Article 1. Agreement
Draftix Limited will send the offer for the provision of the Draftix service to the Customer. The offer will be deemed accepted by the Customer once it has been signed and returned to Draftix Limited. Returning a signed copy of the offer shall be considered an irrevocable offer by the Customer to enter into an agreement on the terms and conditions set out therein and shall not constitute a binding agreement between Draftix Limited and the Customer. Draftix Limited will only be bound by the offer if it has been countersigned for acceptance by a duly authorised representative of Draftix Limited, at which point the agreement will be formed (hereinafter: the “Agreement”).
These terms and conditions apply to the offer, the Agreement, and all subsequent orders for the Draftix service placed by the Customer.
In the event of any conflict between the terms and conditions contained in the offer (excluding any appendices) and these terms and conditions, the terms in the offer shall prevail. In any event, these terms and conditions shall override any different or additional terms or conditions contained or referred to in any offer, order, or other document or correspondence from the Customer.
No addition, alteration or substitution of these terms and conditions shall be binding on Draftix Limited or form part of any agreement unless expressly accepted in writing by an authorised representative of Draftix Limited.
Draftix Limited expressly rejects the applicability of any (general) terms and conditions of the Customer.
Upon conclusion of the Agreement, Draftix Limited will provide the Customer with the necessary information to access the Draftix service, together with the (online) documentation prepared by Draftix Limited specifying how the service should be used, as may be amended by Draftix Limited from time to time.
Article 2. Description of the Service
The service consists of providing availability of and access to the software known as “Draftix” as a web-based application (i.e. via the Internet), as further described in the offer.
Draftix Limited is not obliged to restore corrupted or lost data, to the extent that such data cannot be restored or retrieved using its backup procedures.
The Customer acknowledges that the service is provided as a generic, web-based service for all customers of Draftix Limited. Draftix Limited therefore does not guarantee that the service will meet the specific requirements or objectives of the Customer.
Article 3. Access to the Service
The Draftix service is offered for the purpose of document automation within the Customer’s organization, using the tools available from Draftix. The Customer is responsible for determining how to use these tools, for which specific purposes, and which of its employees will use the service.
Any software or hardware requirements necessary to access the service, if applicable, will be described in the offer. Where third-party technology or software is required to access and/or use the Draftix service, these will also be specified in the offer. The Customer is solely responsible for obtaining all appropriate licenses to use any required third-party software or hardware.
An active internet connection is required to access the Draftix service. The Customer is solely responsible for obtaining and maintaining internet connectivity and/or other telecommunications networks. Transmission of data and information via the internet and/or other telecommunications networks is at the sole responsibility and risk of the Customer.
Users may use the Draftix service during the term of the Agreement within the Customer’s organization and for internal business purposes only. The Customer may only permit use of the Draftix service by its own employees who are duly authorized by the Customer, including temporary employees and individual contractors providing services to the Customer. The Customer is not permitted to allow use of the Draftix service by any third party not covered by this clause.
Access to the service is personal. A user may not grant access to the service to any person not authorized by the Customer. The Customer warrants that only authorized users will make use of the Draftix service.
Users must secure access to their accounts (including username and password) against unauthorized access by third parties. In particular, passwords must be kept strictly confidential. Draftix Limited may assume that all actions undertaken from an account after logging in with a username and password are authorized and supervised by the Customer. This means the Customer is liable for these actions unless and until the Customer has notified Draftix Limited that someone else has knowledge of the password.
Article 4. Availability and Maintenance
Draftix Limited will use reasonable endeavours to ensure the service is available at all times, but does not guarantee uninterrupted availability.
Draftix Limited actively maintains the Draftix service. If maintenance is reasonably expected to negatively affect availability, Draftix Limited will perform such maintenance during off-peak hours (between 23:00 and 07:00 local time) where possible. Maintenance will be announced in advance whenever practicable. Emergency maintenance may occur at any time without prior notice.
Draftix Limited may from time to time make changes or improvements to the Draftix service. Customer feedback and suggestions are welcome, but Draftix Limited will determine at its sole discretion which changes to implement.
Article 5. Upgrades
The software used for the Draftix service is standard and is regularly updated at the discretion of Draftix Limited.
Draftix Limited will use reasonable endeavors to implement upgrades with minimal adverse impact on the Customer. If an upgrade is expected to have a material adverse effect on the Customer, Draftix Limited will inform the Customer in a timely manner.
Article 6. Terms of Use
Users may use the Draftix service during the term of the Agreement within the Customer’s organisation and for the Customer’s internal business purposes only.
The Draftix service may not be used for any purpose that violates UK law or any other applicable law or regulation. This includes, but is not limited to, the storage or transmission of data that is defamatory, libellous, racist, or otherwise unlawful.
In particular, it is not permitted to use the Draftix service in a manner that causes nuisance or disruption to other users. This includes, but is not limited to, the use of personal scripts or programs to upload or download large volumes of data or excessively frequent access to the service.
If Draftix Limited discovers, or receives a complaint alleging, that the Customer or its authorised users are in violation of any of the above terms, Draftix Limited may intervene as necessary to remedy or stop the violation.
If, in the opinion of Draftix Limited, the continued functioning of Draftix Limited’s or third parties’ computer systems or networks is, or is at risk of being, damaged or jeopardised (for example, due to excessive data transmission, personal data leaks, or virus activity), Draftix Limited may take any steps it reasonably deems necessary to prevent or address such damage or risk.
Draftix Limited reserves the right to file a criminal complaint in respect of any offence committed via or using the service.
Draftix Limited may recover from the Customer any losses or damages it suffers as a result of the Customer’s violation of these terms of use. The Customer agrees to indemnify and hold harmless Draftix Limited from all third-party claims arising out of any such violation.
Article 7. Intellectual Property
The Draftix service, the associated software, and all information and images on the Draftix website are intellectual property of Draftix Limited. None of these items may be copied, reproduced, or used without the prior written consent of Draftix Limited, except as permitted by mandatory law. Nothing in these terms and conditions or the Agreement is intended to transfer any intellectual property rights, in whole or in part, to the Customer.
Any information or data that the Customer stores or processes using the Draftix service remains the property of the Customer (or its licensors or suppliers). Draftix Limited is granted a limited licence to use such information solely for the purpose of providing the service, including future features or aspects thereof. The Customer may revoke this licence at any time by removing the relevant information and/or terminating the Agreement. The Customer will indemnify Draftix Limited against any claim alleging infringement of third-party rights where such infringement is caused by Customer Data.
If the Customer provides information or feedback to Draftix Limited, such as bug reports or suggestions for improvement, the Customer grants Draftix Limited a perpetual and unlimited licence to use this information for the purpose of improving or operating the service. This does not apply to information expressly marked by the Customer as confidential.
Draftix Limited will refrain from accessing Customer data stored or transmitted via the Draftix service, except where this is necessary for the proper provision of the service, or where required to do so by law or by order of a competent authority. In such cases, Draftix Limited will use reasonable efforts to limit access to the minimum necessary.
Article 8. Compensation for the Service
Use of the Draftix service is subject to a fee, which is determined based on the number of users and the duration of service (monthly, annual, or as otherwise agreed). Payment terms (monthly or annual) will be set out in the offer or as otherwise agreed in writing.
Payment may be made by credit or debit card, or by bank transfer to the account of Draftix Limited, as specified on the Draftix website or in the relevant invoice.
All fees and prices shown on the website, in offers, brochures, or other materials are subject to change in the event of typographical or other errors.
Draftix Limited may adjust its fees periodically in line with the then-current UK Consumer Price Index (CPI) for business services (as published by the Office for National Statistics or a successor body). Any fee adjustment will be notified to the Customer in writing or by electronic means (including email) at least one (1) month before the revised fees take effect.
All invoices are payable within thirty (30) days from the invoice date, unless otherwise agreed in writing. All amounts due must be paid in full without any deduction, abatement, set-off, or withholding by the Customer.
Any overdue payments will be subject to statutory interest as provided for under UK law. The Customer shall reimburse Draftix Limited for all reasonable costs incurred in collecting late payments or interest, including legal fees, court costs, and collection agency fees.
If the Customer fails to pay any fees in accordance with this Article, Draftix Limited may, at its sole discretion, suspend delivery of the service and/or support services until all overdue amounts are paid in full, without further notice and without incurring any obligation or liability to the Customer. These rights are in addition to any other rights Draftix Limited may have under the Agreement or at law.
All fees and other amounts payable by the Customer under this Agreement are exclusive of assessments, taxes, duties, and/or charges of any kind, including but not limited to VAT and any other taxes imposed by any governmental authority. The Customer is responsible for all such taxes and charges. If the Customer is required to make any deductions or withholdings, the Customer will pay any additional amounts necessary to ensure that Draftix Limited receives the full amount it would have received but for such deductions or withholdings.
If Draftix Limited is required to withhold or pay any tax or charge pursuant to applicable law or regulation, Draftix Limited shall be entitled to add such tax or charge to the fee prior to invoicing the Customer. In such cases, the Customer is responsible for providing appropriate information or documentation regarding such taxes or charges.
Where the service is provided immediately at the express request of the Customer (including during pilot or limited-term arrangements), payments are non-refundable and the Distance Selling Regulations do not apply.
Article 9. Limitation of Liability
Except in cases of intentional misconduct or gross negligence, the liability of Draftix Limited shall be limited to the total amount paid by the Customer for the service in the three (3) months immediately preceding the event giving rise to the claim.
Draftix Limited shall not be liable for any indirect, consequential or special damages, including but not limited to loss of profits, loss of anticipated savings, or loss resulting from business interruption.
Any claim for damages must be notified to Draftix Limited in writing within two (2) months of the date on which the Customer became aware, or ought reasonably to have become aware, of the grounds for the claim.
Draftix Limited shall not be liable for any failure to perform or delay in performance of its obligations under this Agreement caused by events of force majeure, including but not limited to internet or telecommunications failures, power outages, riots, strikes, supply chain interruptions, fires, floods, or other events beyond its reasonable control.
Article 10. Data Protection
Draftix Limited enables the Customer to process personal data. For the purposes of the General Data Protection Regulation (GDPR) and applicable UK data protection law, Draftix Limited acts as the processor and the Customer acts as the controller. Draftix Limited will process personal data only as necessary to provide the Draftix service, and only on the documented instructions of the Customer.
The parties shall comply with the GDPR and applicable data protection law. A data processing agreement, provided by Draftix Limited, shall form an integral part of this Agreement.
The Customer warrants that it will comply with the GDPR and all other applicable privacy and data protection laws. The Customer guarantees the lawfulness of any personal data processed by Draftix Limited in connection with the service.
The Customer shall indemnify and hold harmless Draftix Limited against all claims by third parties arising out of or in connection with the GDPR or any other applicable privacy and data protection laws.
Article 11. Term and Termination
The Agreement enters into force as specified in Article 1, or in any event upon the Customer’s first use of the service, and shall remain in effect for the minimum term agreed in the offer (which may be one (1) year, or a shorter period in the case of pilot or limited-term arrangements). After the initial term, the Agreement will automatically renew for successive terms of the same duration, unless otherwise agreed in writing.
The Customer may terminate the Agreement at the end of the then-current term by giving at least one (1) month’s written notice.
Draftix Limited may terminate the Agreement if the Customer breaches any material obligation under the Agreement and fails to remedy such breach within thirty (30) days of receiving written notice from Draftix Limited specifying the breach.
Draftix Limited may terminate the Agreement with immediate effect by written notice if: (i) the Customer is declared insolvent or seeks suspension of payments; (ii) the Customer’s business is wound up or discontinued; or (iii) the Customer loses control of its assets or any substantial part thereof due to receivership or otherwise and does not regain control within one (1) month.
Upon termination or expiry of the Agreement, the Customer shall pay all amounts due up to the date of termination and shall immediately cease all use of the Draftix service.
Termination of the Agreement shall not affect any rights or remedies of Draftix Limited or any obligations or liabilities of the Customer accrued as of the date of termination. For the avoidance of doubt, termination shall not affect any fees or payments received by Draftix Limited for services performed up to the date of termination.
Upon request and payment of an additional fee, Draftix Limited may provide the Customer with a copy of the Customer’s data stored using the service at the time of termination or expiry.
Article 7 (Intellectual Property), Article 9 (Limitation of Liability), Article 10 (Data Protection), Article 14 (Governing Law and Jurisdiction), and any other provisions intended to survive termination shall remain in force following termination or expiry of the Agreement.
Article 12. Changes to Terms
Draftix Limited may amend or supplement these terms and conditions, as well as any fees or prices, at the start of a new payment period (as defined in Article 8).
Draftix Limited will announce any changes or additions through the service or by email at least thirty (30) days before they take effect.
If the Customer does not wish to accept a change or addition, the Customer may terminate the Agreement up to the date the changes take effect. Continued use of the Draftix service after the effective date will constitute acceptance of the amended or supplemented terms and conditions.
Article 13. Miscellaneous Provisions
Where these terms and conditions require a statement to be made “in writing,” a statement by email or through the Draftix service shall be sufficient, provided that the authenticity of the sender and the integrity of the message can be established with reasonable certainty.
The version of any communication or information as recorded by Draftix Limited shall be deemed authentic, unless the Customer provides proof to the contrary.
The Customer acknowledges and agrees that Draftix Limited may use the Customer’s name and logo as a reference in presentations, marketing materials, client lists, and financial reports.
If any provision of these terms and conditions is declared invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions. The parties will replace the invalid or unenforceable provision with a new provision that reflects, as closely as possible, the original intent within the limits of applicable law.
Draftix Limited may use third parties for the implementation and execution of the Agreement without the prior consent of the Customer.
Draftix Limited is entitled to assign its rights and obligations under this Agreement to a third party, including in connection with a merger, acquisition, or sale of its business or assets.
The Customer may not assign its rights or delegate its duties under this Agreement, in whole or in part, without the prior written consent of Draftix Limited. Any attempted assignment or delegation without such consent will be void.
If the Agreement or these terms and conditions are translated into another language, the English text shall prevail for all matters relating to the meaning or interpretation of the Agreement and/or these terms and conditions.
Article 14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom (UK law).
Except as otherwise required by applicable mandatory law, all disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.