Terms of Service

These Terms of Service (the Terms) form a binding agreement between Akazuki Works Georgia Ltd, a company registered in England and Wales under company number 17063649, with its registered office at 82 James Carter Road, Suite A, Mildenhall, IP28 7DE, United Kingdom (CWork, we, us), and the organisation that subscribes to or uses the Service (the Customer, you).

By creating a workspace, starting a subscription, or using the Service, you accept these Terms. If you accept them on behalf of an organisation, you confirm that you have authority to bind it. If you do not have that authority, or do not agree, you must not use the Service.

The Service is offered for business purposes only. It is not intended for consumers, and you confirm that you are acting in the course of your trade, business or profession.

The Service Level Agreement and any order form or plan description we agree with you form part of these Terms. Our Privacy Policy and Cookie Policy explain how we handle personal data.

Service

The CWork platform, including the staff dashboard, member-facing features, APIs, integrations and related documentation, as made available by us from time to time.

Workspace

The separate environment in the Service created for the Customer, holding its configuration and Customer Data.

Authorised Users

Your employees and contractors whom you permit to access the Service under your account.

Customer Data

All data, including personal data, that you or your Authorised Users submit to the Service, or that the Service processes on your behalf, such as details of your members, companies, memberships, bookings and invoices.

Plan

The subscription tier you select (currently Basic, Pro or Enterprise) and the limits and features described for it on our pricing page.

Fees

The amounts payable for your Plan and any additional services you order.

You must provide accurate, complete information when creating your Workspace and keep it up to date. Each Authorised User must have individual sign-in credentials; credentials may not be shared.

You are responsible for all activity under your account, for the acts and omissions of your Authorised Users, and for maintaining the confidentiality of credentials. You must notify us without undue delay at legal@cworkcrm.com if you become aware of any unauthorised access to your Workspace.

The number of Authorised Users, locations and active members you may manage is limited by your Plan. If your use exceeds those limits, we may ask you to move to a suitable Plan.

Subscriptions are billed monthly in advance, in US dollars, at the price shown for your Plan when you subscribe. Payment is processed by our payment provider, Stripe, and you authorise us to charge your chosen payment method for each billing period.

Prices are exclusive of VAT and other applicable taxes, which are added where required by law. You are responsible for providing a valid VAT identification number where you wish reverse charge to apply.

Subscriptions renew automatically at the end of each billing period until cancelled. You may change Plan or cancel at any time in the customer portal. Upgrades take effect immediately and are prorated; cancellations take effect at the end of the current billing period.

If a payment fails, we will notify you and retry. If an amount remains unpaid 14 days after its due date, we may suspend access to the Service until payment is received. Suspension does not affect your obligation to pay.

We may change our prices by giving you at least 30 days’ notice. A change applies from your next billing period after the notice expires. If you do not agree, you may cancel before the change takes effect.

Except where these Terms or the Service Level Agreement provide otherwise, or where required by law, Fees are non-refundable and no refunds or credits are given for partial billing periods.

You must use the Service lawfully and in accordance with these Terms. You must not, and must not permit anyone else to:

• upload or transmit any content that is unlawful, infringing, defamatory, or that contains malware or other harmful code;
• attempt to gain unauthorised access to the Service, other workspaces, or our systems, or probe, scan or test their vulnerability without our written consent;
• interfere with or disrupt the integrity or performance of the Service, including by excessive automated requests;
• copy, modify, reverse engineer, decompile or create derivative works of the Service, except to the extent permitted by law;
• resell, sublicense or provide the Service to third parties as a service bureau, or use it to build a competing product;
• use the Service to send unsolicited marketing communications in breach of applicable law.

We may suspend access to the Service, in whole or in part, where reasonably necessary to prevent or address a breach of this section or a threat to the security of the Service. We will notify you promptly and limit the suspension to what is necessary.

As between the parties, you own all Customer Data. You grant us a non-exclusive, worldwide licence to host, process and transmit Customer Data solely to provide, secure and support the Service and as otherwise instructed by you.

You are responsible for the accuracy, quality and lawfulness of Customer Data, and for having a lawful basis and providing any notices required to collect it and to share it with us.

In respect of personal data within Customer Data, you act as controller and we act as processor. We will process that personal data only on your documented instructions, which consist of these Terms and your use of the Service, and in accordance with Article 28 of the UK GDPR and, where applicable, the EU GDPR. Our data processing terms, including our list of sub-processors, are described in the Privacy Policy and are available as a signed agreement on request.

We implement appropriate technical and organisational measures to protect Customer Data, including encryption in transit, strict tenant isolation and role-based access controls. We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Data.

We may collect and use aggregated, de-identified data about the use of the Service to operate and improve it, provided that such data does not identify you, your Authorised Users or any individual.

The Service may let you connect third-party services, such as payment providers (for example Stripe or Bank of Georgia) or accounting software (for example Xero). Your use of those services is governed by your agreement with the relevant provider. When you enable an integration, you instruct us to exchange Customer Data with that provider as needed for the integration to work.

We are not responsible for third-party services, their availability, or any loss arising from their acts or omissions.

We and our licensors own all rights, title and interest in the Service, including all software, designs, documentation and trade marks. Subject to these Terms and payment of the Fees, we grant you a non-exclusive, non-transferable right for your Authorised Users to use the Service during your subscription for your internal business purposes.

If you provide feedback or suggestions about the Service, we may use them without restriction or obligation to you.

We will make the Service available in accordance with the Service Level Agreement, which sets out our uptime commitment, the service credits available if we fall short, and our support response targets.

We continually develop the Service and may change its features. We will not make changes that materially reduce the core functionality of your Plan during a paid billing period. Features marked as "planned", "beta" or "preview" are provided as they are, may change or be withdrawn, and are excluded from the Service Level Agreement.

Each party will keep confidential all non-public information disclosed by the other party that is marked as confidential or that ought reasonably to be considered confidential, will use it only to perform or exercise its rights under these Terms, and will protect it with at least reasonable care.

This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it beforehand, is independently developed, or must be disclosed by law or a competent authority, provided that, where lawful, the disclosing party is given prompt notice.

We warrant that the Service will perform materially in accordance with its documentation and will be provided with reasonable skill and care. If it does not, your remedy is for us to use reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, for either party to terminate the affected subscription and for us to refund any prepaid Fees for the remaining period.

Except as expressly stated in these Terms, the Service is provided "as is" and all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted or error-free, or that it will meet requirements you have not communicated to us in writing.

The Service is a tool to help you run your business. You remain responsible for your own business decisions, invoicing, tax and regulatory compliance.

Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay Fees, or for any other liability that cannot be limited or excluded by law.

Subject to the paragraph above, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

Subject to the first paragraph of this section, each party’s total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the total Fees paid and payable by you in the 12 months before the event giving rise to the claim.

We will defend you against any claim by a third party that your use of the Service in accordance with these Terms infringes that third party’s UK intellectual property rights, and will indemnify you for damages finally awarded or agreed in settlement. If such a claim is made, we may modify the Service so that it is non-infringing, obtain a licence for your continued use, or terminate your subscription and refund prepaid Fees for the remaining period.

You will defend and indemnify us against any claim by a third party arising from Customer Data or from your breach of the "Acceptable use" section.

The indemnified party must promptly notify the other of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

These Terms apply from the moment you first use the Service until your subscription ends. Either party may terminate these Terms with immediate effect by written notice if the other party commits a material breach that is not remedied within 30 days of being notified of it, or becomes insolvent or enters any analogous procedure.

On termination, your right to use the Service ends. For 30 days after termination, you may export Customer Data using the export features of the Service or by request to legal@cworkcrm.com. After that period, we will delete Customer Data from our live systems, and from backups in the ordinary course of their rotation, unless we are required by law to retain it.

Sections that by their nature should survive termination, including those on fees owed, confidentiality, intellectual property, liability, indemnities and general terms, survive.

We may update these Terms from time to time. We will notify you by email or in the Service at least 30 days before material changes take effect. If you do not agree to the changes, you may cancel your subscription before they take effect; continued use after that date constitutes acceptance. Changes required by law may take effect sooner.

• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, other than payment obligations.
• Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign them to an affiliate or to a successor in connection with a merger, acquisition or sale of assets, on notice to you.
• Notices. We will send notices to the email address associated with your account. You must send notices to legal@cworkcrm.com.
• Entire agreement. These Terms, together with the documents they reference, constitute the entire agreement between the parties and supersede any prior arrangement relating to their subject matter. Terms in any purchase order or similar document you issue do not apply.
• Severance and waiver. If any provision is found invalid or unenforceable, the remainder continues in effect. A failure to enforce a right is not a waiver of it.
• Third-party rights. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Akazuki Works Georgia Ltd, 82 James Carter Road, Suite A, Mildenhall, IP28 7DE, United Kingdom. Company number 17063649.

Email: legal@cworkcrm.com.