Terms of Service

1. Purpose

1.1 These Terms govern access to and use of W3 Connect, a multi-tenant integration platform designed to synchronise data between MaxOptra and various third-party ERP systems, together with associated hosting, support, and maintenance services ("Services").

1.2 W3 Connect is a packaged platform and is not bespoke software development, although configuration and optional plugin extensions may be provided.

2. Service Model

2.1 W3 Connect is a subscription-based Software-as-a-Service (SaaS) integration platform.

2.2 The service primarily provides automated software functionality that enables customers to configure and operate data integrations between supported systems.

2.3 Limited human involvement is provided only for onboarding assistance, configuration support, and technical support.

2.4 Customers are purchasing access to software, not bespoke development services.

2.5 W3 Connect is not a human-delivered service and does not provide consultancy or bespoke development as part of the subscription.

3. Services

3.1 W3A shall provide access to W3 Connect for the purpose of configuring and operating integrations between supported systems.

3.2 Services include:

• Platform access
• Configuration of mappings and rules
• Hosting of the platform
• Ongoing maintenance, patches, and security updates
• Business-hours support

3.3 Services depend on third-party systems and APIs. W3A does not guarantee the availability or behaviour of third-party services.

4. Implementation

4.1 Initial configuration and testing will be carried out in collaboration with you.

4.2 The Services are deemed live once integration testing has completed and the platform is operating in a production environment.

5. Subscription Fees & Payment

5.1 Services are provided on a subscription basis and billed monthly or annually in advance.

5.2 The first payment becomes due only after the Services have been fully integrated and tested.

5.3 Fees are exclusive of VAT where applicable.

5.4 W3A may suspend access where payments are overdue.

5.5 Customers are entitled to a full refund within 14 days of their initial purchase. No refunds are available after 14 days.

6. Hosting & Support

6.1 W3A hosts W3 Connect on professionally managed cloud infrastructure within the UK or EU.

6.2 Hosting and support includes:

• Managed cloud hosting
• Backups
• Monitoring and health checks
• Business-hours telephone support
• Out-of-hours email/ticket support

6.3 Support does not include new development or changes outside supported functionality.

7. Customer Obligations

You shall:

• Provide timely access to systems and credentials
• Ensure data supplied is lawful and accurate
• Maintain appropriate third-party licences
• Use the Services in compliance with law

8. Intellectual Property

8.1 All intellectual property in W3 Connect remains the exclusive property of W3A.

8.2 You receive a non-exclusive, non-transferable licence to use W3 Connect during your subscription.

8.3 You retain ownership of your data.

9. Data Protection

9.1 Each party shall comply with UK GDPR and applicable data protection law.

9.2 W3A acts as a data processor where applicable and processes personal data only to deliver the Services.

10. Availability & Warranty

10.1 W3A will use reasonable endeavours to ensure reliable operation.

10.2 Services are provided "as is" without warranty of uninterrupted or error-free operation.

10.3 W3A is not responsible for failures caused by third-party systems or events outside reasonable control.

11. Limitation of Liability

11.1 Nothing limits liability for death, personal injury, or fraud.

11.2 W3A's total liability in any 12-month period shall not exceed fees paid during that period.

11.3 No liability for indirect, consequential, or economic loss.

12. Term & Termination

12.1 These Terms commence upon acceptance and continue until terminated.

12.2 Either party may terminate with 30 days' written notice.

12.3 W3A may terminate immediately for non-payment or material breach.

12.4 After termination, access ceases and data may be deleted after 30 days.

13. Confidentiality

Each party shall keep confidential non-public information received from the other.

14. Entire Agreement

These Terms constitute the entire agreement between the parties.

15. Governing Law

These Terms are governed by the laws of England and Wales.