Revised for review: 12 October 2026.
REVIEW DRAFT — NOT READY FOR CUSTOMER ACCEPTANCE. This is general drafting assistance, not legal advice. Read with the accompanying DPA review draft. The DPA schedules, termination/deletion arrangements and operational readiness must be finalised before use. The proposed liability provisions need a UK solicitor's review. Nothing in this draft represents the planned post-termination read-only mode as already available.
These Terms of Service (“Terms”) are proposed terms between Robert Christopher Link, trading as Prospexe (“Prospexe”, “we”, “us” or “our”), and the business customer identified in a written Order (“Customer”, “you” or “your”). Prospexe is not described as an incorporated company.
The Service is for business purposes only, including use by sole traders acting in their business capacity. It is not offered under these Terms for personal consumer use. Authorised Users must be at least 18.
The Customer accepts the identified version of these Terms through its authorised representative's written Order. The Order must identify the Terms and DPA supplied with it by title and version or revision date. An employee's login or use of the Service alone is not treated as that representative's acceptance on behalf of the Customer.
1. Definitions and contract documents
1.1 “Account” means the Customer organisation's access to the Service and its authorised user accounts. An individual user account does not make that user the contracting Customer.
1.2 “Authorised User” means an employee or contractor whom the Customer authorises to access its workspace. Agency end-clients are not permitted to hold accounts under these Terms.
1.3 “Customer Data” means data uploaded, submitted, entered or generated for the Customer through the Service, including contacts and prospects, communications and call records, transcripts, customer support records and attachments, staff/HR records where enabled, and the Customer's workspace records and configuration. It includes personal and non-personal content, such as company records, project/campaign configuration and saved dashboards. This does not give the Customer ownership of Prospexe's software or independent administrative records.
1.4 “Order” means a written order form or written confirmation accepted by the parties' authorised representatives. It specifies the Customer, plan, permitted Authorised Users, fees, billing frequency, service commencement date, initial term and any expressly agreed variations.
1.5 “Subscription Plan” and “User Band” mean the service tier and maximum number of Authorised Users specified in the Order. No currently available pricing page or online checkout is assumed.
1.6 “Subscription Term” means the initial monthly or annual service period specified in the Order and any renewal period under clause 11. A billing frequency alone must not be used to leave the initial contractual term unclear.
1.7 “DPA” means the separately supplied and agreed Prospexe Data Processing Agreement identified in the Order. It need not be hosted on a public /dpa page.
1.8 The DPA prevails for conflicts about Customer Personal Data processing. A specific written variation in an Order prevails over these Terms only to the extent it expressly identifies the provision being varied; it cannot reduce mandatory data-protection obligations. Privacy and Cookie Policies explain relevant practices but do not replace the DPA.
2. The Service
2.1 Prospexe is an agency CRM and workspace supporting prospect management, customer-selected communications, reporting and associated operational functions. Subject to these Terms, we grant a non-exclusive, non-transferable right to use the subscribed functions during the Subscription Term for the Customer's business. Withdrawal or suspension of that right is governed by these Terms, not an unrestricted right to revoke access at will.
2.2 The Customer may share dashboards with its end-clients using the Service's authorised sharing functions. This does not permit end-client accounts, resale, sublicensing or unrestricted access to the Customer's workspace. The Customer controls recipients and the data it shares and must have authority to disclose that data.
2.3 We may update or improve the Service. We will use reasonable efforts not to materially reduce subscribed core functionality and will give reasonable notice of a material reduction. This does not remove remedies available by law for our breach.
2.4 The Service is provided on an “as available” basis. We will use reasonable commercial efforts to maintain availability and notify customers of planned maintenance where practicable. No fixed uptime percentage, guaranteed support response or service-credit scheme is promised unless expressly agreed in an Order.
2.5 Customers choose and manage their own email, voice and messaging providers. Availability, usage charges and provider restrictions may affect those functions. Screening, calling safeguards, transcripts and automated outputs assist the Customer; they do not guarantee lawful marketing, accurate transcription or business outcomes. The Customer must review outputs and comply with applicable calling, recording, marketing and data-protection requirements.
3. Registration, users and account security
3.1 The Customer must supply accurate information and keep it current. Its representative must have authority to enter the Order. The Customer is responsible for its Authorised Users' compliance and use of its workspace.
3.2 Users must protect credentials and must not share accounts or bypass access controls. The Customer must notify us promptly of suspected unauthorised access at info@prospexe.co.uk. These responsibilities do not relieve us of our own security or legal duties.
3.3 The permitted User Band is specified in the Order. The Customer must arrange an agreed upgrade before exceeding it. Any additional-user charges must be specified in the Order or an agreed written change; this clause does not represent automated seat billing as available.
3.4 Account invitation, approval and access permissions remain separate from contractual acceptance. Approval for an individual to sign in does not authorise that person to amend the Customer's Order.
4. Fees, invoices and payment
4.1 Current paid access is sold through written Orders and manual invoicing. Fees and monthly or annual billing frequency are specified in the Order. These Terms do not imply that online subscriptions, checkout or automatic card collection are operational.
4.2 Invoices are due within 14 calendar days of the invoice date. Invoice issue dates and the service period covered must be clear in the Order or invoice.
4.3 Except as required by law, fees are non-refundable, including for non-use or a decision to stop renewal. No discretionary refund scheme is offered. Nothing here removes remedies available by law for a breach or a refund required by law.
4.4 Unless expressly varied in the Order, an agreed mid-cycle User Band upgrade is charged pro rata for the remaining billing period; an agreed downgrade takes effect at the next billing period. These are invoicing terms, not a claim that an automated billing feature exists.
4.5 We may change fees for renewal on at least 30 days' written notice. The Customer must have a genuine opportunity to decline the changed renewal price. If our notice arrives after the ordinary annual non-renewal deadline, the Customer may decline that changed-price renewal by written notice before renewal starts. A price change does not retrospectively alter an already-agreed service period.
4.6 If an invoice remains overdue, we may suspend access after giving 7 days' written notice identifying the overdue amount and proposed suspension. We will restore access once payment is received, subject to any separate lawful security restriction.
4.7 Fees are exclusive of VAT and other applicable taxes unless the Order states otherwise. Taxes will be added only where applicable; no VAT-registration status is represented by this clause.
4.8 A future online billing arrangement requires appropriate terms and customer agreement before introduction. It is not activated merely by these Terms referring to future subscriptions.
5. Trials and evaluations
5.1 No standard free trial is offered. Any exceptional evaluation arrangement must be separately agreed in writing. There is no assumed 14-day trial or automatic conversion to paid access; paid access requires the Customer representative's written agreement.
6. Customer Data and responsibilities
6.1 As between the parties, the Customer retains its rights in Customer Data, subject to the rights of data subjects and third parties. We process Customer Personal Data under the agreed DPA, rather than claiming ownership of it.
6.2 The Customer is responsible for the rights, authority, accuracy and lawful handling of data it supplies and for lawful instructions to us. This includes direct-marketing permissions, recording notices where required, and appropriate authority from its own clients when acting as a processor.
6.3 We do not routinely verify every uploaded record's provenance. That does not remove our own legal obligations, including addressing instructions we consider unlawful or responding appropriately to notified unlawful use.
6.4 Special-category data may be processed only within the scope and safeguards agreed in the DPA. Health-related HR records must not be confused with an unrestricted permission to upload any sensitive information.
7. Acceptable use
7.1 The Customer must not, and must ensure its Authorised Users do not:
- Store or transmit unlawful, defamatory or infringing material.
- Send unlawful unsolicited communications or circumvent applicable calling, recording or marketing requirements.
- Reverse engineer, decompile or access underlying source code except to the extent permitted by law.
- Bypass security, agency boundaries, User Band limits or usage restrictions.
- Share login credentials, permit end-client accounts, or resell or sublicense the Service without our written agreement. Authorised dashboard sharing under clause 2.2 is permitted.
- Disrupt, damage or impair the Service, misuse another customer's data, or interfere with others' access.
7.2 For a remediable material breach, we will provide notice and the remedy opportunity in clause 11.2. Immediate restrictions may be used where necessary for the legal or security reasons in clause 11.3; we will keep them proportionate to the reason.
8. Intellectual property and limited data licence
8.1 We and our licensors retain rights in the software, design, trademarks and documentation. No software ownership is transferred to the Customer.
8.2 The Customer grants us a limited licence to host, process, transmit and display Customer Data only as necessary to provide the agreed Service, follow lawful instructions and fulfil applicable legal obligations. This does not permit unrelated advertising, sale of Customer Data or unrestricted reuse.
8.3 We may use voluntarily supplied feedback to improve the Service, but this does not override confidentiality, data-protection obligations or third-party rights. Feedback permission is not a licence to repurpose confidential Customer Data.
9. Data protection
9.1 The separately agreed DPA governs our processing of Customer Personal Data for the Customer and continues while that processing continues. The Order must identify and supply the actual agreed DPA; a reference to an unavailable webpage is insufficient.
9.2 The Customer may be a controller or an authorised processor acting for its own client. The applicable processing chain and authority must be reflected in the DPA and instructions.
9.3 Our independent controller processing is explained in the Privacy Policy at /privacy on www.prospexe.co.uk. The Cookie Policy at /cookie-policy explains cookies and browser storage; choices are available at /cookie-preferences.
10. Confidentiality
10.1 Each party will use the other's confidential business, technical and commercial information only for the contract's purposes, protect it with no less than reasonable care, and limit disclosure to people who need it and are bound by appropriate confidentiality duties.
10.2 Information is excluded where it is lawfully public, already known without a duty of confidence, lawfully received from a third party without such a duty, or independently developed. Legally compelled disclosure is permitted to the required extent, with advance notice where lawful and practicable.
10.3 Confidentiality obligations survive termination while the information remains confidential. Personal data retained after termination remains subject to the DPA or applicable controller obligations.
11. Term, renewal, suspension and termination
11.1 The contract takes effect through written-Order acceptance. The service period begins on the date specified in that Order. Monthly and annual subscriptions automatically renew for the same period unless either party gives written non-renewal notice. For monthly terms, notice must arrive before renewal starts. For annual terms, notice must arrive at least 30 days before renewal, subject to the changed-price exception in clause 4.5.
11.2 Either party may terminate for the other party's material breach if it remains unremedied 14 days after written notice specifying the breach and requesting a remedy. Non-renewal does not itself end an already-agreed service period early.
11.3 We may suspend or terminate immediately where required by law or where continued service creates a material legal or security risk. Insolvency-based termination applies only to the extent permitted by law. Where lawful and practicable we will explain the reason, limit the restriction to what is necessary, and allow a remediable issue to be addressed.
11.4 Normal working access ends on termination. The treatment of remaining Customer Personal Data is governed by the agreed DPA and documented instructions. This review draft does not activate automatic deletion or promise that every backup/provider copy disappears on a fixed date.
11.5 Proposed post-termination provision — NOT YET ACTIVE: once the read-only/export mode and associated return/deletion process are implemented and verified, and their activation is expressly documented in the Customer's agreed contract, an authorised Customer representative will have restricted read-only and export access for 30 days after termination. This will not include normal editing or new operational activity. Access remains subject to necessary security and legal restrictions, with the lawful return/deletion process addressed under the DPA.
11.6 The agreed drafting intention is completion of Customer Data deletion from the active Service at the end of the full 30-day export window, subject to lawful instructions and identified legal-retention exceptions. The scope is all customer workspace content across subscribed functions, including personal and non-personal records, attachments and configuration, not only Customer Personal Data. No additional deletion period after that window is agreed. This scope and timing must be verified without shortening the full export window before they become an active customer commitment. Backup and provider-copy retention require separate confirmed arrangements; this is not a promise that every copy disappears on day 30. Any necessary independent records kept for Prospexe's own lawful billing/legal purposes require separately identified retention grounds; this is not a blanket exemption for Customer Data. Until activation, this draft does not promise an operational 30-day self-service mode or invent a substitute procedure. The lawful return/deletion procedure for Customer Personal Data must be finalised in the DPA, and the broader Customer Data procedure agreed, before customer acceptance of the completed contract package.
11.7 Termination does not extinguish accrued payment obligations, mandatory legal remedies, confidentiality, applicable liability provisions or the DPA's continuing protection of retained personal data.
12. Warranties and disclaimers
12.1 We will provide the Service with reasonable skill and care. Subject to this express commitment and applicable law, other warranties are excluded only to the extent lawful, including warranties about fitness for a particular purpose or uninterrupted operation.
12.2 We do not guarantee that the Service is error-free, fully secure against every threat, suitable for every business requirement or capable of ensuring the Customer's regulatory compliance. No disclaimer removes a duty that cannot lawfully be excluded.
13. Limitation of liability
13.1 Nothing limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or other liability that cannot lawfully be limited or excluded.
13.2 Subject to clause 13.1, our total aggregate liability arising from or connected with the contract, including the DPA to the extent legally permissible, whether in contract, tort including negligence or otherwise, is capped at the fees paid by the Customer in the 12 months preceding the event giving rise to the claim. No minimum monetary floor is agreed. Where no fees have been paid, that calculation may be zero; its legal effectiveness requires review.
13.3 Subject to clause 13.1, neither party is liable for indirect or consequential loss, loss of profits, business or anticipated savings to the extent the exclusion is legally effective.
13.4 The Customer's indemnity under clause 14 is capped using the same fees-based calculation as clause 13.2. This does not cap unpaid invoices or imply a general cap on every other Customer obligation. Statutory rights of data subjects and regulators are not removed by this agreement.
14. Limited customer indemnity
14.1 Subject to clause 13.4, the Customer will indemnify us for third-party claims, and reasonable defence costs and sums finally awarded or agreed under this clause, to the extent caused by Customer Data supplied without necessary rights, infringing Customer Data, or the Customer's specified unlawful communications or unauthorised access/misuse under clauses 6 and 7.
14.2 This does not cover losses caused by our own breach, negligence, unlawful processing or unauthorised use of Customer Data, nor a claim solely about an ordinary unpaid invoice or unrelated dispute. It is not an indemnity for “any and all” losses.
14.3 We must notify the Customer promptly, reasonably cooperate and mitigate losses. The Customer may control the defence using appropriate advisers, subject to avoiding prejudice to our legal position. No settlement imposing an admission, non-monetary obligation or payment on the other party may be made without its written consent, not to be unreasonably withheld. Failure to notify reduces recovery only to the extent it materially prejudices the defence.
15. Changes to the Terms
15.1 We will give at least 30 days' notice of proposed material changes by email or in-app notice to the Customer's nominated representative. Changes requiring contractual agreement must be accepted through an updated Order or written confirmation identifying the revised version. An ordinary employee's continued use alone is not deemed acceptance.
15.2 Renewal-price changes follow clause 4.5. Any urgent change required by law or necessary to address a material security risk will be explained as soon as reasonably practicable and limited to what is necessary. Mandatory customer remedies remain protected.
16. General provisions and contact
16.1 Assignment: the Customer may not transfer the contract without our written consent. Any proposed transfer by us in connection with incorporation, merger or sale must be documented and notified, preserve applicable protections, and follow any legally required consent or novation process. A future company name does not replace the current contracting operator automatically.
16.2 Force majeure: neither party is liable for a failure caused by circumstances beyond reasonable control to the extent legally permissible. The affected party must take reasonable mitigation steps and communicate significant effects. This does not excuse already-due payments or remove mandatory data-protection obligations.
16.3 Notices: formal written notices to us must be sent to info@prospexe.co.uk; notices to the Customer go to its representative's email specified in the Order. An in-app notice does not replace a formal non-renewal or termination email unless the Order expressly establishes that method.
16.4 Entire agreement: the agreed Order, identified Terms and identified DPA constitute the contract. Any amendments must be documented consistently with clause 15.
16.5 Severability and waiver: an unenforceable provision does not invalidate the remainder to the extent legally permissible. Delay in exercising a right does not alone waive it.
16.6 Governing law and jurisdiction: the laws of England and Wales govern these Terms; the courts of England and Wales have exclusive jurisdiction, subject to mandatory law.
16.7 Contact: Robert Christopher Link, trading as Prospexe. Email: info@prospexe.co.uk.
Review checklist — remove only after resolution
- Based on the supplied Terms of Service, incorporating the user's agreed business-only scope, manual invoicing, 14-day payment term, renewal deadlines, no discretionary refunds, no standard trial, dashboard-only end-client access and written-Order acceptance.
- The user chose all customer workspace content across subscribed functions, including personal and non-personal records and configuration, for active-service deletion completed at the day-30 boundary. This and the planned full 30-day read-only/export window remain inactive until verified and contract activation is documented. No shorter window or further deletion grace period is agreed. No UI, access lifecycle, billing or deletion feature has been implemented by this document work.
- Finalise the accompanying DPA's provider schedule, processing roles, health-related HR safeguards, actual security measures, and lawful return/deletion and backup process before customer acceptance. These drafts are not a complete, execution-ready contract package.
- Have a UK solicitor assess the zero-cap possibility, loss exclusions, capped customer indemnity, uncapped ordinary Customer obligations, incorporation/assignment and required trading-address disclosures. No home address has been included.
- Establish an Order template identifying the Customer representative, plan, user limits, invoice period, commencement/term dates, notice email, and exact Terms/DPA versions. No online acceptance audit or automated billing has been assumed.
- Proposed price-change wording gives a customer an opportunity to decline an increased annual renewal price even if ordinary non-renewal timing has passed. This exception, the narrowed feedback clause and the clarified indemnity procedures should be reviewed alongside the commercial changes.
- Original uploads are unchanged. This draft has not been published, signed or linked from the website.