Terms of Service

1. Accepting these Terms

You accept these Terms when you create an account, tick the box that refers to them, or use the Service. If you do not agree, do not use the Service.

If you use the Service for a business or other organisation, you confirm that you are authorised to accept these Terms on its behalf, and “you” then means both you and that organisation. The Service is designed for business use. It is not offered to consumers for personal, family or household purposes.

These Terms include, by reference, our Privacy Policy, Acceptable Use Policy, Data Processing Addendum, Cookie and Storage Notice and Disclaimer.

2. Words we use

• Account: the sign-in credentials and profile of one person.
• Workspace: a private space in the Service for one business, with its own records and members.
• Owner, Admin and Member: the roles a person can hold in a Workspace. The Owner created the Workspace or received ownership.
• Customer Data: all information that you or your Workspace members enter into or upload to the Service, including details of your own customers, deals, invoices, payments, expenses, notes, files and logos.
• Authorised Users: the people you invite to, or allow into, your Workspace.

3. Eligibility and accounts

You must be at least 18 years old and able to enter into a binding contract. You must give accurate, current and complete information when you sign up, and keep it up to date.

You are responsible for keeping your password confidential, for every activity that happens under your Account, and for the security of the devices you use to reach the Service. Tell us without delay if you believe someone has used your Account without permission. We are not liable for loss caused by someone else using your Account, whether or not you knew about it.

We may refuse an account, or ask you to verify information, where we reasonably suspect fraud, misuse or a breach of these Terms.

4. Workspaces, owners and roles

The Owner of a Workspace controls it. The Owner and Admins decide who joins, which roles people hold and how the Workspace is configured. You are responsible for every Authorised User you invite, for what they do in the Workspace, and for removing access when it should end.

Invitation links let anyone who holds them join a Workspace until they expire or are used. Share them only with the intended person.

Deleting a Workspace permanently deletes its records from the Service. Only the Owner can do this, and it cannot be undone. Export anything you need first.

5. Your data

Ownership. As between you and us, you own your Customer Data. We claim no ownership of it.

Permission to process. You give EliteCinq a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display and process Customer Data only as needed to provide, secure, support and improve the Service, to prevent abuse, and to comply with law. Our Data Processing Addendum governs how we handle personal data within Customer Data.

Your responsibilities. You are solely responsible for your Customer Data and for how you collect and use it. In particular, you confirm that:

• you have every right, licence, notice and consent required by law to collect the personal data of your customers and staff and to put it into the Service;
• your Customer Data and your use of it do not break any law or infringe anyone’s rights, including privacy, data protection, consumer protection, marketing and intellectual property rights;
• you will not enter sensitive information that the Service is not designed for, such as health records, biometric data, government identity numbers, payment card numbers or bank passwords, unless the law allows it and you take responsibility for doing so;
• you will keep your own copies of information you cannot afford to lose. The Service lets you export customers to CSV and print or save invoices as PDF; use these regularly.

Accuracy. The Service shows and calculates figures from the information you enter. You are responsible for checking that entries, exchange rates, invoices, balances and reports are correct before relying on them.

6. Acceptable use

You must follow our Acceptable Use Policy. In short, do not use the Service for anything illegal, fraudulent, harmful or abusive; do not send spam or harass anyone; do not upload malware; do not try to break, overload, probe or bypass the security of the Service; and do not copy, resell or reverse engineer it. We may remove content or suspend access that breaks these rules.

7. Invoices, accounting and financial figures

The Service is a record-keeping and workflow tool. It is not an accounting firm, tax adviser, bank, payment processor, money transmitter or legal adviser, and nothing in it is professional advice.

• You decide what appears on your invoices and are responsible for meeting every legal, tax and formatting requirement that applies to them where you do business.
• Exchange rates in the Service are the rates you enter. We do not provide or guarantee market rates.
• Reports such as cash on hand, balances and profit are calculations from your entries. Have a qualified professional review them before you use them for tax returns, financing, legal or other important decisions.
• The Service does not move money. Payments recorded in it are records only.

See the Disclaimer for more.

8. Fees

We may offer the Service, or parts of it, free of charge, including during pilot or early-access periods. If we introduce paid plans, we will tell you the prices and terms before they apply to you, and you will be charged only after you agree. Unless stated otherwise, prices exclude taxes, which you are responsible for. We may change or end free access with reasonable notice.

9. Changes to the Service

The Service is actively developed. We may add, change or remove features, and we may offer features labelled as early access, pilot, preview or demonstration, which may be incomplete or change without notice. We will give reasonable notice before removing a core feature you rely on, where we can.

10. Availability and support

We aim to keep the Service available and working well, but we do not promise that it will be uninterrupted, timely, secure or free of errors. It may be unavailable during maintenance, updates, outages of our providers or the internet, or events outside our control. We do not offer a service-level agreement unless we sign one with you separately. Any support we give is provided on a reasonable-efforts basis.

11. Third-party services

The Service relies on third-party providers, including for hosting, databases, authentication and email delivery. It may also link to or open other services, such as messaging apps, phone dialers, maps or your browser’s print function. Those services are governed by their own terms, and we are not responsible for them, their availability or how they handle your information.

12. Our intellectual property

The Service, including its software, design, text, graphics, the EliteCinq name and the EC mark, belongs to EliteCinq or its licensors and is protected by intellectual property laws. Subject to these Terms, we give you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes while your Account is active.

You must not copy, modify, distribute, sell, lease, frame or create derivative works of the Service; reverse engineer, decompile or try to extract its source code, except where the law expressly allows this despite this restriction; remove proprietary notices; or use our names or marks without our written permission.

If you send us ideas, suggestions or feedback, we may use them freely, without any obligation to you.

Open-source components and fonts in the Service are provided under their own licences, which are listed in the Legal notice.

13. Confidentiality

Each of us will keep the other’s non-public information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is received lawfully from someone else, or is independently developed. Either of us may disclose confidential information where the law, a court or a regulator requires it, after giving notice where the law allows.

14. Privacy and data protection

Our Privacy Policy explains how we handle personal data about you. When we process personal data in Customer Data for you, we act as your processor under the Data Processing Addendum, and you remain responsible as the controller.

15. Security

We use reasonable technical and organisational measures designed to protect the Service and Customer Data, as described in our Security overview. No system is perfectly secure, and we cannot guarantee that unauthorised access, loss or alteration will never happen. You must protect your Accounts, devices and exports, use strong passwords, and tell us about any security issue you find.

16. Suspension and ending the agreement

You can stop using the Service at any time. Owners can delete their Workspace.

We may suspend or end your access, in whole or in part, with or without notice, if you break these Terms or the law, if your use creates a risk or possible legal exposure for us, other users or third parties, if we must do so by law, or if we stop offering the Service. Where reasonable, we will give notice and a chance to export your Customer Data first.

When access ends, your right to use the Service stops. We will delete Customer Data in line with our Privacy Policy and the Data Processing Addendum. Sections that by their nature should continue, including those on data responsibility, intellectual property, confidentiality, disclaimers, limitation of liability, indemnity and disputes, survive.

17. Disclaimers

To the fullest extent permitted by law, the Service is provided “as is” and “as available”, with all faults and without warranty of any kind. EliteCinq and its suppliers disclaim all warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will meet your requirements, be uninterrupted, timely, secure or error-free, that data will be accurate or preserved, or that defects will be corrected.

Some laws do not allow certain warranties to be excluded. In that case, those warranties are limited to the shortest period and smallest scope the law allows.

18. Limitation of liability

To the fullest extent permitted by law, EliteCinq, its owners, staff, contractors and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, or for the cost of substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, even if advised of the possibility.

Our total liability for all claims arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you paid us for the Service in the twelve months before the event giving rise to the claim and (b) one hundred US dollars (USD 100).

These limits apply even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, such as liability for fraud or for death or personal injury caused by negligence.

19. Your indemnity

You will defend, indemnify and hold harmless EliteCinq, its owners, staff, contractors and suppliers from and against any claims, demands, losses, damages, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to: your Customer Data; your or your Authorised Users’ use of the Service; your breach of these Terms or of any law; or your infringement of anyone’s rights, including privacy and intellectual property rights. We will tell you about the claim, let you control its defence with counsel reasonably acceptable to us, and give reasonable help at your cost. We may take part with our own counsel at our cost. You may not settle a claim that imposes obligations on us without our written consent.

20. Governing law and disputes

Talk to us first. Before starting any legal proceeding, you agree to contact us and try to resolve the dispute informally for at least 30 days.

If you are established or resident in Iraq, these Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Republic of Iraq, including, where they apply, the laws in force in the Kurdistan Region, and the competent courts of the Republic of Iraq will have jurisdiction.

If you are established or resident anywhere else, these Terms and any such dispute are governed by the laws of the United States of America and of the U.S. state in which EliteCinq is organised, without regard to conflict-of-law rules, and the state and federal courts located in the United States with jurisdiction over that state will have jurisdiction.

You consent to the personal jurisdiction of the courts named above. EliteCinq may also seek urgent or injunctive relief, or bring proceedings to protect its intellectual property, in any court with jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

To the fullest extent permitted by law, any proceeding must be brought individually and not as a plaintiff or class member in any purported class, collective or representative action, and each party waives any right to a jury trial.

To the extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

21. Changes to these Terms

We may update these Terms. We will post the new version with its effective date and, for material changes, tell you in the Service or by email at least 15 days before they take effect, unless a change is needed sooner for legal or security reasons. If you keep using the Service after a change takes effect, you accept it. If you do not agree, stop using the Service before then.

22. General

• Entire agreement. These Terms and the documents they include are the whole agreement between us about the Service and replace earlier understandings.
• Order of precedence. If documents conflict, a signed agreement with you comes first, then the Data Processing Addendum for personal data, then these Terms, then the other policies.
• Severability. If a court finds part of these Terms unenforceable, it will be enforced to the maximum extent possible and the rest stays in effect.
• No waiver. Not enforcing a right is not a waiver of it.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them in connection with a merger, acquisition, reorganisation or sale of assets, or to an affiliate.
• Force majeure. Neither of us is liable for delay or failure caused by events beyond reasonable control, such as natural disasters, war, unrest, power or internet failures, provider outages or government action. This does not excuse your payment obligations.
• Relationship. We are independent contractors. These Terms do not create a partnership, employment, agency or fiduciary relationship.
• Compliance. You will comply with export control and sanctions laws that apply to your use of the Service and confirm that you are not a person with whom such laws prohibit us from dealing.
• Notices. We may send notices through the Service or to the email address on your Account. You may send notices to us using the contact details below.
• Language. These Terms are written in English. Translations are provided for convenience; if there is any difference, the English version governs.
• Headings are for convenience only and do not affect interpretation.

23. Contact

EliteCinq is the operator of the Service.