Terms of Use
These Customer Terms (the “Terms”) govern access to and use of the Mixxyl software-as-a-service platform (the “Service”) provided by Mixxyl Limited (“Provider”). By signing an order form or similar agreement with a reseller authorised by Provider (“Reseller”) or directly with Provider (each an “Order Form”), or by accessing or using the Service, the customer identified on the Order Form (“Customer”) agrees to these Terms.
These Terms may be updated by Provider from time to time. The current version published at https://mixxyl.com/terms/customer applies to Customer’s use of the Service.
1. Definitions
Authorised Users: individuals authorised by Customer to use the Service.
Business Day: a day banks are open in England, excluding weekends and bank holidays.
Customer Data: data submitted by Customer or its users to the Service.
DPA: the Data Processing Addendum published at https://mixxyl.com/customer-dpa.
Order Form: an order form or similar document signed with Provider or a Reseller for the Service.
Reseller: an authorised reseller from whom Customer acquires the Service.
Service: the Mixxyl SaaS platform described in Provider’s documentation.
2. Use of the Service
Provider grants Customer a non-exclusive, non-transferable right for Authorised Users to access and use the Service during the applicable subscription term for Customer’s internal business purposes. Customer must not (a) copy, reverse engineer or attempt to derive source code; (b) bypass security or usage limits; (c) transmit unlawful or harmful content; (d) interfere with the Service or other users; (e) resell or provide the Service except as permitted by an Order Form; or (f) use the Service to build a competing product. Customer is responsible for maintaining the confidentiality of account credentials and ensuring that only Authorised Users access the Service.
3. Purchases via Resellers
If Customer purchases through a Reseller, all fees are payable to the Reseller under Customer’s agreement with the Reseller. Provider will provide the Service to Customer under these Terms regardless of whether Customer acquires it directly or via a Reseller. Provider may suspend Customer’s access if the Reseller notifies Provider that amounts owed for the Service remain unpaid.
4. Services & Support
Provider will use commercially reasonable efforts to keep the Service available, excluding scheduled and emergency maintenance. Provider may perform maintenance from time to time and will provide advance notice where practicable. Support is provided as stated in the Order Form or Provider’s support policy. If purchased via a Reseller, level‑1 support may be provided by the Reseller, with Provider providing escalation support.
5. Third‑Party Inputs
The Service may depend on or interoperate with third‑party software, services, or data sources (“Third‑Party Inputs”), including Customer’s CRM/ATS. Customer is responsible for obtaining rights to such inputs unless otherwise stated in the Order Form. Provider does not control or warrant Third‑Party Inputs and is not liable for issues caused by them. Material changes, unavailability, or discontinuation of a Third‑Party Input may impact the Service; Provider will use reasonable efforts to minimise impact.
6. Data Protection & Customer Data
Customer retains all rights, title, and interest in and to Customer Data. No ownership rights transfer to Provider. Customer grants Provider a licence to process Customer Data solely as necessary to provide and improve the Service, comply with law, and create aggregated or de‑identified analytics. For Customer Data containing personal data, Customer is the controller and Provider is the processor, as defined in the DPA. The DPA forms part of these Terms and is incorporated by reference: https://mixxyl.com/terms/dpa.
7. Intellectual Property
Provider and its licensors retain all rights in the Service and related materials. Except for the rights expressly granted, no rights are transferred. Provider may freely use feedback to improve the Service.
8. Security & Security Incidents
Provider will maintain appropriate technical and organisational measures to protect Customer Data. If Provider becomes aware of a security incident affecting Customer Data, it will notify Customer without undue delay and take steps to mitigate impact, consistent with the DPA. Provider may suspend access temporarily where reasonably necessary to address an incident.
9. Warranties & Disclaimers
Provider warrants the Service will operate materially in accordance with its documentation. Customer’s exclusive remedy is repair, replacement, or re‑performance, or if not commercially reasonable, termination with a refund of prepaid unused fees. Except as expressly stated, the Service is provided “as is” and Provider disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.
10. Liability & Exclusions
Nothing limits liability for death or personal injury caused by negligence, fraud, or matters that cannot be limited by law. Subject to the above, neither party is liable for (a) indirect, incidental, special, exemplary, or consequential damages; (b) loss of profits, revenue, business, savings, or goodwill; or (c) loss or corruption of data. Each party’s total aggregate liability arising out of or in connection with the Service in any 12‑month period will not exceed the fees paid or payable for the Service in that period.
11. Force Majeure
Neither party is liable for delay or failure in performing obligations (other than payment) due to events beyond reasonable control, including acts of God, natural disasters, labour disputes, internet outages, denial‑of‑service attacks, or governmental actions. If such events last more than 30 days, either party may terminate on written notice.
12. Suspension & Termination
Provider may suspend the Service for material breach, security risks, non‑payment, or legal requirements. Either party may terminate for uncured material breach after 10 Business Days’ notice, or if the other becomes insolvent. On termination, Customer will pay fees for Services up to termination. Prepaid fees are non‑refundable except as expressly stated.
13. Consequences of Termination
On termination, access ends. Within 30 days of request, Provider will make Customer Data exportable in a reasonable format, after which data may be deleted subject to legal retention requirements.
14. Confidentiality
Each party will protect the other’s confidential information with reasonable care and use it only to perform under these Terms. Required disclosures by law are permitted with notice where lawful.
15. General
Provider may update these Terms by publishing a new version at https://mixxyl.com/customer-terms. Continued use of the Service constitutes acceptance of the updated Terms.
Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger or sale of assets. These Terms, together with the applicable Order Form and the DPA, form the entire agreement between Provider and Customer. If any provision is unenforceable, it will be modified to the minimum extent to make it enforceable. Failure to enforce is not a waiver. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive relief elsewhere.
For any questions and notices, please contact us at:
Mixxyl Limited
Email: stew@mixxyl.com