TERMS & CONDITIONS

These terms and conditions shall govern the relationship between you and us.

Where used in these Terms, references to: (a) “Xinc”, "we", "our", "us" means Xinc Software Ltd, a limited liability company registered in England & Wales and (b) “Website User”, “you” and/or "your" mean the individual or entity who wishes to use our Services.

By registering an Account on the Website or using any part of the Services, you confirm that you have read, understood, and agree to be bound by these Terms.

We reserve the right, at our sole discretion, to change, modify, add or remove portions of any part of these Terms, at any time. We will notify you about the changes to the terms and conditions either by e-mail, your Account or through the Website. Your continued use of our Services or Website means that you accept and agree to the changes.

  1. DEFINITIONS AND INTERPRETATION

    As used in these Terms, including the preamble hereof, unless expressly otherwise stated or evident in the context, the following capitalised terms and expressions shall have the following meanings:

    Account – Website User’s account on the Website, which can be used to communicate invoices from Autotask to Xero.

    Services – the services provided by Xinc enabling Website Users to syncronize invoices, as well as provision of technical and customer support services.

    Website – website located at https://xinc.eu and other respective pages of such website.

    Website User – the person or entity who has registered an Account on the Xinc Website. References to “you” and “your” mean references to the Website User.


  2. REGISTERING AN ACCOUNT

    In order to access the Services you must register an Account by following the procedure described on the Website. Any natural person with full active legal capacity or any legal person may apply for an Account.

    By registering an Account and using any part of the Services, you agree:

    1. to provide and keep the information requested by Xinc about you accurate, current and complete;
    2. to be fully responsible for all use of your Account and for any actions that take place through your Account, including responsibility for compliance with all laws and regulations that are applicable;
    3. not to use the Services for any illegal purposes, including (among else) money laundry and terrorism financing;
    4. not to register more than one personal Account;
    5. to act in accordance with these Terms at all times.

    We reserve the right to accept or reject your Account registration request without additional explanation. Registering an Account on the Website implies full and total acceptance of all our policies, including these Terms.


  3. ACCEPTABLE USE

    When using the Website and/or the Services, you agree to refrain from the following actions:

    1. share your Account with any other organisation
    2. carry out any activities in course of using the Services that is illegal, libelous, defamatory, abusive, threatening, harassing, hateful, offensive, causes damage to Xinc or any third party or otherwise violates any law or infringes upon the right of any third party
    3. decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services and/or the Website
    4. modify the software underlying the Website in any manner or form for the purpose of obtaining unauthorized access to the Website
    5. publish, post, upload, e-mail, distribute, or disseminate any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content
    6. transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, Services, Website, any software or hardware, or telecommunications equipment
    7. circumvent any security mechanism used by the Website;
    8. take any action that imposes an unreasonably or disproportionately large load on the infrastructure of the Website and/or Services.

    You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any contact on the Website, without express written permission by us.

    Xinc reserves the right, at our sole discretion and without prior notice, to suspend or terminate access to our Services immediately to any Website User, whose activity is disrupting, causing harm to the Services infrastructure or third parties, or otherwise violates the Terms. You agree to reimburse Xinc for any expenses or costs, including consequential damages, we or anyone else may incur as a result of a breach of the foregoing obligations.


  4. INTELLECTUAL PROPERTY OF XINC

    All copyrights and any other intellectual property rights in relation to Website and/or Services shall remain the sole and exclusive property of Xinc and you shall have no claim to it insofar as not stated differently herein.

    Xinc grants you personal, non-exclusive, time limited, non-transferable, non-licensable and revocable license to use the Website and our Services, for so long as you comply with the Terms. All rights not expressly granted in the Terms are reserved. You may use the content on the Website and the Services only for your personal use in connection with the Services. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content of the Services or the Website in whole or in part, unless as prescribed otherwise in these terms or on the Website.

    Xinc may at all times and without prior notice, make functional, procedural or technical changes or improvements to the Website or the Services. Xinc is under no circumstances obliged to adjust or add any specific functionality to the Website or Services.


  5. DISCLAIMER OF WARRANTIES

    OUR SERVICES AND WEBSITE AS WELL AS ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, OTHER THAN EXPRESSLY SET OUT IN THE TERMS, WITHOUT WARRANTIES OF ANY KIND. ALTHOUGH WE ARE STRIVING TO PROVIDE YOU AS QUALITY SERVICES AS POSSIBLE, WE DO NOT WARRANT THAT OUR WEBSITE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE FROM VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

    WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND ANY CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE AND/OR SERVICES. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT OR OUR SERVICES IS TO STOP USING THE WEBSITE OR ANY SUCH CONTENT OR OUR SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN YOU AND US.

    THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES OR LIABILITY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.

    UNLESS EXPLICITLY STATED OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XINC OR ITS DIRECTORS, EMPLOYEES, PARTNERS AND AGENTS, ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF WEBSITE AND/OR SERVICES. LIABILITY OF XINC AND ITS DIRECTORS, EMPLOYEES, AFFILIATES, SUPPLIERS AND PARTNERS SHALL ONLY BE FOR DIRECT DAMAGES AND SHALL NOT EXCEED ONE HUNDRED (€100) EUROS.

    We assume no liability for non-operability or impaired accessibility to Website or Services due to, but without limitation to, technical difficulties or dependence on the services of the third parties.

    Some states/jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so in such jurisdictions the above limitations or exclusions may not apply. In such case, our liability and that of our affiliates, suppliers and partners will be limited to the greatest extent permitted by law.


  6. YOUR LIABILITY AND INDEMNIFICATION

    You are fully responsible for the due performance of your obligations under these Terms and must compensate to us any and all damages caused by the non-performance or unsatisfactory performance of your obligations.

    You agree to defend, indemnify and hold harmless Xinc and our employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (i) your use and access of the Website and/or the Services; (ii) your violation of these Terms; or (iii) your violation of any rights of any other person or entity. In case you are obliged to indemnify us or other entities as described above, we may set off such claim against the Tokens available on your Account.

    Without prejudice to the generality of the above provisions you shall compensate Xinc (as well any director, officer, employee or affiliate of Xinc) for all damages suffered thereby in connection with any breach of a representation, warranty or obligation you have provided under these Terms. Such damages to be compensated shall include costs and expenses incurred due to third party claims (including penalties imposed by authorities), attorneys’ fees and all other damages subject to compensation under applicable law.


  7. PRIVACY POLICY

    Xinc acts in accordance with all applicable data protection regulations and will do its best to keep safe any information you have provided. Our policies regarding the collection, use and disclosure of personal information in course of the Services can be accessed in our Privacy Policy. By using Website and/or Services you signify your acceptance of our Privacy Policy.


  8. THIRD-PARTY CONTENT

    In using our Services, you may gain access to content, websites or links provided by third parties, including, but not limited to, any links provided by Companies ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.


  9. DURATION AND TERMINATION

    Your relationship with us becomes effective upon registration of your Account and is valid for unspecified period.

    Provided that we have made available such a possibility, you may terminate the relationship with us by requesting to delete your Account on the Website. As a result of termination of the relationship between you and us your access to your Account will be closed and the provision of all our Services to you stops.

    We may terminate the contractual relationship immediately without prior notice, inter alia, if:

    1. we are required so by a facially valid subpoena, court order, or binding order of a governmental authority;
    2. you fail to comply with any applicable laws, directives, rules and/or regulations;
    3. you materially breach any other obligation of the Terms and fail to remedy such breach within a reasonable time granted by us;
    4. in respect of you, a liquidator, receiver or administrative receiver is appointed, you are adjudicated as bankrupt, or declared as insolvent;
    5. this possibility is set forth in any other provision of these Terms.

    Upon termination of the relationship between you and us your Account is immediately archived. All provisions of the contractual relationship which by their nature extend beyond the expiration or termination of these Terms shall survive the termination. Termination of these Terms and/or the contractual relationship between you and us will not prejudice any right of action or remedy which may have accrued to you or us prior to termination (as the case may be).


  10. DISCONTINUANCE OF SERVICES

    We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.


  11. NOTICES

    You agree that we may communicate with you electronically any information related to your Account. We may also provide notices to you by posting them in your Account on the Website, or by sending them to an email address that you have previously provided to us. Website and email notices shall be considered received by you within 24 hours of the time posted or sent.


  12. COMPLAINTS

    In case of any questions or if you wish to submit a complaint, please contact us at support@xinc.eu. Our support team will get back to you within 48 working hours. If your inquiry requires a more detailed answer, it might take up to 7 working days for processing your request.


  13. GOVERNING LAW AND JURISDICTION

    These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to any choice of laws or conflicts of law provisions. You agree that any lawsuit arising from or related to Services shall be brought exclusively to courts located in England and Wales and you consent to the exclusive jurisdiction of such courts.

    Any claim under these Terms must be brought within six (6) months after the cause of action arises, or such claim or cause of action is barred.


  14. MISCELLANEOUS

    These Terms constitutes the full and entire understanding and agreement between you and us regarding the subjects hereof and supersedes any agreement or understanding between you and us prior to accepting these Terms.

    If any of the provisions of the Terms proves to be void or voidable, or is or becomes invalid in full or in part for any other reason, the remaining provisions of the Terms will continue to apply in full. We will replace the invalid stipulation by a stipulation that is valid and whose legal consequences, in view of the substance and purpose of the Terms, correspond as much as possible to those of the invalid stipulation.

    No delay in performing an obligation or in exercising a right under these Terms will mean exemption of such obligation or waiver of such right, nor will separate or partial exercise of any right exclude further exercise of such right or any other right, unless the provisions or the context of these Terms requires otherwise.

    We may, at our sole discretion, assign any of our rights and/or obligations under these Terms to any third party. You may not assign any of your rights and/or obligations under these Terms.

These terms are effective as of September 1, 2017.