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TERMS & CONDITIONS

Last updated: 24th October 2025
1. Introduction
1.1 These Terms & Conditions (“Terms”) govern your access to and use of the Commergic website and our software-as-a-service (SaaS) platform (collectively the “Service”) provided by Click Lab Digital Ltd trading as Commergic (“we”, “us”, “our”). 1.2 Click Lab Digital Ltd is a company registered in England & Wales (Company No. [insert]) whose registered office is [insert address].
1.3 By accessing our website or using the Service, you agree to be bound by these Terms and all incorporated policies (Privacy, Cookie, Data Protection, Refund & Cancellation, and Security Overview). If you do not agree, you must not use the Service.

2. Definitions
 
    • Account – your registered user account enabling access to the Service.
    • Authorised User – your employee, contractor or agent authorised to use the Service.
    • Customer Data – data you upload or collect through the Service.
    • Personal Data – any information relating to an identified or identifiable natural person.
    • Usage Data – analytics or log information about use of the Service.
    • Subscription Term – the paid period of Service usage.
    • Website – commergic.com and associated sub-domains.
 
3. Eligibility
3.1 You confirm that you are at least 18 years old (or the age of majority in your jurisdiction) and have authority to bind the entity on whose behalf you use the Service.
3.2 You are responsible for ensuring all Authorised Users meet these requirements.
 
4. Website Use License
4.1 We grant you a limited, non-exclusive, non-transferable licence to access and view the Website for lawful, personal or internal business purposes only.
4.2 You must not copy, scrape, crawl, frame, or otherwise reproduce Website content without our written consent.
 
5. Scope of Service
5.1 We grant you a non-exclusive, non-transferable licence to access and use the Service during the Subscription Term for your internal business operations.
5.2 We may update, modify, enhance or discontinue features; where feasible we will provide reasonable notice of material changes.
5.3 We may rely on third-party hosting, AI models and APIs to deliver the Service. Continued functionality depends on those providers’ availability and terms.
 
6. Availability & Uptime
6.1 We aim to maintain 99.5 % uptime on a monthly basis.
6.2 Scheduled maintenance and emergency downtime are excluded from this target.
6.3 Except as expressly provided in a Service Level Agreement, no compensation or credit is payable for downtime.
 
7. Customer Obligations
 
You agree to:
 a) Use the Service only as permitted by these Terms and law; b) Maintain accurate Account details and safeguard login credentials; c) Ensure your Authorised Users comply; d) Not resell, sub-license, white-label or embed the Service for third-parties without written consent; e) Provide necessary cooperation for support and integration.
 
8. Acceptable Use & Prohibited Activities
8.1 You and your Authorised Users must not:
 
    • Upload or transmit unlawful, harmful, defamatory, obscene or infringing material;
    • Access or attempt to access accounts, systems or data without authorisation;
    • Interfere with or disrupt the integrity or performance of the Service;
    • Use any robot, spider, scraper or other automated means to access the Website or Service;
    • Introduce viruses, malware or other malicious code;
    • Impersonate any person or misrepresent affiliation;
    • Use the Service for spam, phishing, bulk messaging, or unsolicited advertising;
    • Use the Service in violation of UK, EU or US export controls or sanctions.

8.2 We may suspend or terminate access immediately for breach of this clause.

9. Fees & Payment
9.1 Fees and billing cycles are displayed on our Website or order form.9.2 Subscriptions are payable in advance (monthly or annually) and non-refundable except as stated in clause 11.9.3 We may adjust prices on renewal with ≥ 30 days’ notice.9.4 Late or failed payments may result in suspension or termination.
 
10. Data Protection & Privacy
10.1 You retain ownership of your Customer Data. We process it as a data-processor under applicable data-protection law.10.2 We apply appropriate technical and organisational measures (see our Security Overview).10.3 You must ensure you have lawful basis and consent for any Personal Data shared through the Service.
 
11. Cancellation & Refunds
11.1 You may cancel via your Account; cancellation takes effect at the end of your current Subscription Term.11.2 Refunds are only available as required by law or as detailed in our Refund & Cancellation Policy.
 
12. Intellectual Property
12.1 All intellectual-property rights in the Website, Service, software and related materials remain ours or our licensors’.12.2 You may not modify, reverse-engineer or create derivative works from the Service.12.3 You grant us a non-exclusive, royalty-free licence to display your name and logo in our marketing materials and case studies, unless you opt out in writing (we will cease new use within 30 days).
 
13. Aggregated & Anonymised Data
We may collect and use de-identified or aggregated usage data for analytics, benchmarking, research and product improvement, provided such data cannot identify you or your customers.
 
14. Security Commitment
We maintain industry-standard security controls including encryption in transit and at rest, regular vulnerability scanning and incident-response procedures.
 
15. Confidentiality
Each party shall keep the other’s Confidential Information secret and use it only for performing these Terms. This obligation survives termination for two years.
 
16. Warranties & Disclaimers
16.1 We warrant that the Service will be provided with reasonable care and skill.16.2 Except as expressly stated, the Service is provided “as is” without warranties of any kind.16.3 We do not guarantee uninterrupted or error-free operation or fitness for a particular purpose.
 
17. Limitation of Liability
17.1 Our total aggregate liability in any 12-month period shall not exceed fees paid by you in that period.17.2 We are not liable for indirect, incidental or consequential losses, including loss of profits, data or goodwill.17.3 Nothing limits liability for death or personal injury due to negligence, fraud, or other liability that cannot be excluded by law.
 
18. Termination & Data Retention
18.1 Either party may terminate for material breach not remedied within 14 days’ notice.18.2 We may terminate immediately for non-payment, misuse or insolvency.18.3 Upon termination: a) Access ends immediately; b) You may request export of Customer Data in a machine-readable format within 30 days; c) We may delete Customer Data 31 days after termination unless legally required to retain it.
 
19. Export Compliance & Sanctions
You shall not export, re-export or use the Service in any jurisdiction or by any person prohibited under UK, EU or US export-control or sanctions laws.
 
20. Assignment & Sub-contracting
 
We may assign these Terms or subcontract obligations to trusted third-parties or affiliates provided this does not materially reduce your rights. You may not assign these Terms without our consent.
 
21. Publicity Rights
You authorise us to identify you as a customer and use your trade name and logo on our Website, presentations and marketing materials. You may opt out at any time by emailing info@commergic.com; we will remove your logo within 30 days.
 
22. Governing Law & Jurisdiction
These Terms and any dispute arising from them are governed by the laws of England & Wales, and the courts of England & Wales have exclusive jurisdiction.
 
23. Changes to Terms
We may revise these Terms from time to time. Material changes will be notified via email or through the Service. Continued use after the effective date constitutes acceptance.
 
24. Entire Agreement
These Terms and all incorporated policies constitute the entire agreement between you and us. In case of conflict, a signed order form (if any) prevails.