Terms & Conditions

ELITE CONNECTOR LIMITED

Terms and Conditions of Use

Version: 2, August 2026. Supersedes the version last updated April 2026.

These Terms and Conditions govern use by all persons of the Elite Connector CRM platform, materials, products, services, mobile application and websites. Please read them carefully, because by accessing our website, platform, services or products you agree to be bound by them.

1. Business customers only

1.1 The Services are supplied to businesses for business purposes only. By entering into this Agreement you confirm that you are acting wholly or mainly for the purposes of your trade, business, craft or profession and not as a consumer.

1.2 Accordingly, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Consumer Rights Act 2015 and other consumer protection legislation do not apply to this Agreement. If you are not acting for business purposes you must not purchase or use the Services.

1.3 You acknowledge that you have not relied on any statement, promise or representation made by us that is not set out in this Agreement.

2. Definitions

Agreement: these terms and conditions, together with the order confirmation for your Subscription, our Privacy Policy and any additional terms notified to you before use of the Services.

Authorised Users: employees, officers or directors of your business whom we have agreed may access the Services under your Subscription and who are added to your account. Authorised Users do not include any agency, consultant, contractor, developer, marketing partner or other third party, whether or not that person has been added to your account, and no such person may become an Authorised User, save where we have given express written consent under Clause 6.5.6.

Billing Date: the 28th day of the month, being the date on which your Subscription renews and payment is taken, unless a different date is specified at the point of sale. Where the 28th is not a Working Day, collection takes place on the next Working Day.

Configuration: all workflows, automations, funnels, websites, landing pages, pipelines, forms, calendars, snapshots, templates, message templates, integrations, custom fields and account settings created, supplied, installed or maintained by us within your account, together with any modification of them. Configuration does not include Subscriber Data.

Data Protection Legislation: the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable legislation relating to the processing of personal data, in each case as amended or replaced from time to time. The terms controller, processor, data subject, personal data, processing and personal data breach have the meanings given to them in the UK GDPR.

Intellectual Property Rights: patents, trademarks, trade names, design rights, copyright (including rights in computer software), database rights, rights in know how and all other intellectual property rights, in each case whether registered or unregistered, subsisting anywhere in the world.

Services: the Elite Connector CRM platform, hosting services, mobile application and the provision of features that we provide to allow you to access and use the platform, together with the Configuration.

Software: the software provided by us or by our suppliers which enables you to use the Services, including data schemas, data models and databases.

Standard Rates: our rates for chargeable work as set out in Annex 2, as varied from time to time in accordance with Clause 10.10.

Start Date: the date your Subscription Period or Service starts, which is the date of purchase unless otherwise stated.

Subscriber Data: the data input by you or given to us by you, including customer records, messages, contacts, files and any other information you upload or create within the platform. Subscriber Data does not include the Configuration.

Subscription: the services you have purchased from us.

Subscription Fee: the fee for the Services we provide to you.

Subscription Period: the recurring billing interval applicable to your Subscription, which may be monthly or annual or such other period as specified at the point of sale.

Us, We, Our: Elite Connector Limited, incorporated and registered in England and Wales, of Foxhall Lodge, Foxhall Road, Nottingham NG7 6LH. Email support@eliteconnector.co.uk. Telephone 01543 255052.

Working Day: any day other than a Saturday, Sunday or public holiday in England.

You, Your: the subscriber or client, and where the context requires, your Authorised Users.

3. Subscriptions

3.1 You may subscribe by registering online via our website, by completing a form, or by confirming your purchase with a member of our team who will complete the order on your behalf.

3.2 Subscriptions include, but are not limited to, the Essential Plan, the Growth Plan and the Pro Plan.

3.3 We will send you written email confirmation of your order and, where appropriate, an account name and password for you and your Authorised Users. A link to this Agreement will be included in that email.

3.4 Your use of or access to the Services shall be deemed acceptance of this Agreement until such time as you have exercised your rights to terminate in accordance with Clause 12.

4. Authority and licence

4.1 We authorise you and your Authorised Users to access the Services in accordance with your chosen Subscription, for which you agree to pay the Subscription Fee.

4.2 This Agreement starts on the Start Date and ends on the earlier of the expiry of any applicable notice period or termination in accordance with Clause 12.

4.3 We grant you a non exclusive, non transferable, non sub licensable licence to access and use the Services and the Configuration solely for the internal business purposes of your business during the term of your Subscription. Nothing in this Agreement grants you any right in or to the source code of the Software or any of our Intellectual Property Rights.

4.4 We confirm that we hold all rights in the Software, platform and Services necessary to grant the rights we purport to grant under this Agreement.

4.5 You may not re package, re sell, sub licence, rent, lease or otherwise make available the Services, the Configuration or any element of them, in any format, without our prior written agreement.

5. Your obligations

5.1 You will, and will take reasonable steps to ensure that your Authorised Users will, comply with this Agreement and will not copy, distribute, transmit, reproduce, sell or resell any part of the platform, content or materials.

5.2 You will ensure that no person other than an Authorised User accesses the Services using credentials issued to you, and you will keep all credentials secure and confidential.

5.3 You acknowledge that we and our licensors own all Intellectual Property Rights in the Software, the platform, the content, the Configuration and the Services.

5.4 You are solely responsible for the Subscriber Data. You must ensure that you have the necessary consents and lawful grounds to process any personal data you upload, and that your use of the Services complies with all applicable law, including the Data Protection Legislation and the Privacy and Electronic Communications Regulations 2003 in relation to marketing messages sent through the platform.

5.5 Where your Subscription requires us to work within your business or personal online accounts, including Google, Meta, WhatsApp, Xero or QuickBooks, you confirm that you have the right to grant us access and you authorise us to access, operate and manage the elements of those accounts relevant to your Subscription.

5.6 You will indemnify us against all third party claims, liabilities, damages and reasonable costs and expenses arising from your breach of this Agreement, your misrepresentation, any content linked to you, or any of your business activities, in each case except to the extent caused by our acts or omissions.

5.7 You are responsible for configuring your own information technology and for maintaining your own virus protection and cyber security arrangements.

5.8 Where we provide links to third party websites or integrations, you assume sole responsibility for accessing them and for any content appearing on them.

6. Configuration control

6.1 Definition and scope. The Configuration is created, supplied and maintained by us. This Clause 6 applies to the Configuration only and does not restrict your ability to access, use, amend or export Subscriber Data at any time.

6.2 Exclusive right to amend. We have the exclusive right to create, amend, disable or remove any element of the Configuration. You and your Authorised Users are licensed to operate the platform in the ordinary course of your business, which includes creating, editing and managing contacts, conversations, opportunities, appointments and other Subscriber Data.

6.3 Restrictions. You must not, and must not permit any person to: alter, disable, duplicate, export, transfer, decompile, reverse engineer or replicate any part of the Configuration; use any part of the Configuration outside the platform or within any other software environment; or create any derivative work based on the Configuration.

6.4 Change requests. All requests to amend the Configuration must be submitted in writing to support@eliteconnector.co.uk. We will provide an initial response within the applicable support response time set out in Clause 9, confirming whether the requested change falls within your Subscription or is chargeable. Chargeable work is billed at the Standard Rates set out in Annex 2, and we will provide an estimate of the time required before the work begins. No amendment takes effect until implemented by us.

6.5 No third party contractor or supplier access. The Services are licensed to you and your Authorised Users only. No contractor, sub contractor, supplier, agency, consultant, freelancer, developer, marketing partner, virtual assistant or other person engaged by you, or acting for or on your behalf, is authorised to access the Services, and no such person may become an Authorised User.

6.5.1 For the avoidance of doubt, no such person is authorised to create, access, view, amend, edit, disable, delete, duplicate, export or otherwise interfere with any workflow, automation, trigger, campaign, funnel, website, landing page, form, survey, calendar, booking system, pipeline, custom field, custom value, snapshot, template, message template, integration, API connection, reporting dashboard or any other feature, asset or setting within the Elite Connector platform.

6.5.2 You must not grant, share, sell, transfer or otherwise make available any login credential, password, API key, access token, sub account access or agency level access to any such person, and must not add any such person as a user of your account.

6.5.3 You will inform any contractor or supplier you engage of this restriction before engaging them, and you remain fully responsible for their acts and omissions in relation to the Services as if they were your own.

6.5.4 You acknowledge that access to the Services by any person who is not an Authorised User is access without authorisation, and that we reserve the right to report any such access to the relevant authorities, including under the Computer Misuse Act 1990.

6.5.5 You must notify us promptly on becoming aware that any person other than an Authorised User has obtained, or attempted to obtain, access to your account.

6.5.6 We may, at our sole discretion, grant written consent for a named third party to access the Services on such conditions as we specify. Any consent is limited to the named person and the specific purpose stated, is revocable by us at any time on written notice, and requires that person first to agree in writing to be bound by Clauses 5, 6 and 16. No consent is implied by any course of dealing, and consent given on one occasion does not extend to any other occasion.

6.6 Permissions. We may set, vary and restrict user permission levels within your account, including administrative and builder level access, to the extent reasonably necessary to give effect to this Clause 6.

6.7 Ownership. The Configuration is and remains our Intellectual Property. Your licence to use it ends on termination of this Agreement. For the avoidance of doubt, Subscriber Data remains yours at all times and Clause 13.4 governs its export.

6.8 Exclusive provider of Configuration services.

6.8.1 We are the exclusive provider of all Configuration services in respect of your account. All work to create, amend, extend, optimise, troubleshoot, integrate or migrate any part of the Configuration must be commissioned from us under Clause 6.4. Where such work falls outside the scope of your Subscription it is chargeable at the Standard Rates set out in Annex 2.

6.8.2 You must not engage, instruct or pay any third party to carry out, specify, design or supervise work of the kind described in Clause 6.8.1, whether that work is performed within the platform, performed by you or your Authorised Users on that third party’s instructions, or performed by any other means or route.

6.8.3 Your Authorised Users may operate the platform in the ordinary course of business under Clause 6.2, but may not carry out Configuration work, whether on their own initiative or at the direction of any third party.

6.8.4 Nothing in this Clause prevents you from obtaining independent advice, or from engaging third party suppliers for services unrelated to the Configuration, including advertising, design, photography, copywriting, search engine optimisation, print or accountancy, provided that those suppliers do not access the Services and do not amend or specify amendments to the Configuration.

6.9 Anti circumvention.

6.9.1 You must not, and must not instruct or permit any third party to, replicate, reproduce or reconstruct all or any material part of the Configuration in any other platform, environment or system, whether using Subscriber Data exported from the platform or otherwise.

6.9.2 You must not connect, or permit to be connected, any automation tool, middleware, script, connector or application programming interface to your account, whether to amend the Configuration or to perform functions of a kind ordinarily provided by us as Configuration services, except where we have installed or approved that connection in writing.

6.9.3 You must not, during the term of this Agreement and for a period of 12 months following its termination, directly or indirectly solicit or engage any of our employees or sub contractors who have worked on your account within the preceding 12 months to provide services of a kind we provide, otherwise than through us. The parties agree that this restriction is reasonable and goes no further than is necessary to protect our legitimate business interests.

6.9.4 The restrictions in Clauses 6.8 and 6.9 apply to the Configuration and the Services only. They do not restrict your freedom to conduct your business generally, to use other software for purposes unconnected with the Configuration, or to move to an alternative provider on termination of this Agreement.

6.10 Included features. The features included in your Subscription plan are set out in Annex 3. Each of those features forms part of the Configuration, and Clauses 6.2 to 6.9 apply to them in full.

7. Consequences of unauthorised amendment

7.1 Any breach of Clause 6, including Clauses 6.8 and 6.9, is a material breach for the purposes of Clause 12.

7.2 We are not liable for any fault, data loss, message failure, downtime, corruption or other loss to the extent caused by amendment of, or access to, the Configuration in breach of Clause 6, and our obligations under Clause 9 are suspended in respect of the affected elements until the breach is remedied.

7.3 Remedial work required as a result of a breach of Clause 6 is chargeable at the Standard Rates in force at the time the work is carried out. The parties agree that the Standard Rates are set by reference to prevailing United Kingdom market rates for specialist CRM and marketing automation work, represent a genuine estimate of the cost to us of investigating and rectifying such faults, and are not a penalty. We will provide an estimate of the time required before the work begins wherever reasonably practicable.

7.4 Where we reasonably believe that unauthorised access or amendment has occurred or is imminent, and that it presents a risk to the security, integrity or availability of the platform, we may suspend the affected access immediately. We will notify you as soon as reasonably practicable, will limit any suspension to what is reasonably necessary, and will restore access once the risk is resolved. Suspension under this Clause does not relieve you of the obligation to pay Subscription Fees.

7.5 Where work of a kind described in Clause 6.8.1 has been carried out other than by us, we may audit the affected elements of the Configuration and carry out any reinstatement we consider reasonably necessary, and that audit and reinstatement work is chargeable at the Standard Rates.

7.6 You will indemnify us against all third party claims, losses and reasonable costs arising from a breach of Clause 6 by you or by any person you permit to access your account.

8. Our obligations

8.1 We will use reasonable endeavours to ensure that the Services are provided continuously and that access to the platform is not interrupted by any event within our control. We will notify you in advance of planned downtime which, where reasonably practicable, will be scheduled outside normal United Kingdom office hours.

8.2 We will use reasonable endeavours to ensure that Subscriber Data is maintained securely and is properly backed up. In the event of loss of or damage to Subscriber Data, your primary remedy shall be that we use reasonable endeavours to restore the lost or damaged Subscriber Data from the most recent backup.

8.3 We will take reasonable steps to ensure that Software and data files supplied by us are free from viruses. You remain responsible for your own virus protection.

8.4 We give no guarantee, promise or warranty as to the results, sales or profits you will achieve from using the platform. Results depend on many factors, including the time and effort you put in, your experience, your skills and your reputation.

8.5 You assume sole responsibility for results obtained from your use of the platform and for conclusions drawn from that use. We have no liability for any damage caused by errors or omissions in information, instructions or materials provided by you, or for actions taken by us at your direction.

8.6 Except as expressly set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9. Support

9.1 We will provide support in respect of the Services during normal United Kingdom business hours, in accordance with the support levels applicable to your Subscription as set out at the point of sale or on our website.

9.2 Our support obligations do not extend to faults caused by breach of Clause 6, by your own equipment or connectivity, by third party services or integrations, or by your misuse of the platform.

9.3 Standard support response times. Subject to Clause 9.2, our target time for providing an initial response to a support request received during normal United Kingdom business hours is: Essential Plan, within five Working Days; Growth Plan, within two Working Days; and Pro Plan, within one Working Day. These response times are targets for an initial response and do not constitute a guarantee that the underlying request, fault or Configuration change will be completed or resolved within that period.

9.4 Paid Support. You may purchase enhanced Paid Support for £99 per month plus VAT. Paid Support includes a target initial response time of four working hours for support requests received during normal United Kingdom business hours. Requests received outside those hours will be treated as received at the start of the next Working Day. Paid Support is a response-time service and does not guarantee resolution within four working hours.

9.5 Paid Support does not include chargeable Configuration, consultancy, remedial or development work that falls outside the scope of your Subscription. Any such work remains chargeable at the Standard Rates set out in Annex 2 unless we agree otherwise in writing.

10. Charges and payment

10.1 The Subscription Fee depends on the Subscription option you choose, as set out at the point of sale or on our website from time to time. All fees are exclusive of VAT, which is payable in addition at the prevailing rate.

10.2 No setup fee is payable. System setup, including the build and connection of the features included in your plan as listed in Annex 3, is included in your Subscription at no additional charge.

10.3 Named users. Each plan includes a set number of named users: the Essential Plan includes one named user, the Growth Plan includes two named users, and the Pro Plan includes three named users. Additional named users may be added for an additional monthly fee as detailed on our website. Each named user must be an Authorised User as defined in Clause 2, that is an employee, officer or director of your own business. A named user seat may not be allocated to, shared with or used by any sub contractor, external service provider, marketing agency, consultant, developer, freelancer or other third party engaged by you or acting on your behalf, and Clause 6.5 applies to any such person. Named user seats are personal to the individual to whom they are issued, and login credentials must not be shared.

10.4 Payment is due at the point of sale and thereafter by monthly or annual credit card or direct debit payment as applicable. You authorise us to charge any payment method held on file for Subscription Fees, renewal fees and any other charges properly due under this Agreement.

10.5 If you enter into a fixed length contract and cancel before the end of the Subscription Period, you remain liable for the Subscription Fee for the remainder of that period. No pro rata refunds are given.

10.6 Where you have opted to spread payments over instalments, you are committed to making all of the instalment payments.

10.7 If any direct debit or card payment is returned unpaid, an administration charge of £25 plus VAT per failed payment is payable. The parties agree that this charge is a genuine estimate of the administrative cost to us of processing and pursuing the failed payment, and is not a penalty.

10.8 All Subscriptions renew automatically at the end of each Subscription Period unless cancelled in accordance with Clause 12. Payment for renewals is processed automatically on the Billing Date and, once processed, is non refundable.

10.9 We may increase Subscription Fees on not less than 30 days written notice, such increase to take effect from the next Billing Date. If you do not accept the increase you may terminate with effect from the date the increase would take effect, by giving written notice before that date, and no early termination charge will apply.

10.10 We may vary the Standard Rates on not less than 30 days written notice or by publication on our website. The Standard Rates applicable to any work are those in force on the date the work is carried out.

10.11 Collection date. Subscription Fees are collected on the Billing Date, being the 28th day of each month. For annual Subscriptions, the Subscription Fee is collected on the 28th day of the month in which your Subscription renews. Where the 28th is not a Working Day, collection takes place on the next Working Day.

10.12 Alignment of existing Subscriptions. Where your Subscription began on a date other than the 28th, or where you subscribed before this Clause took effect, we will move your Billing Date to the 28th. All existing Subscriptions continue to be collected by the same payment method and on the same terms, and only the date of collection changes.

10.13 Pro rata adjustment. The first payment collected following a change to your Billing Date under Clause 10.12 will be adjusted on a pro rata basis, calculated as the applicable monthly Subscription Fee divided by the number of days in the relevant month and multiplied by the number of days in the part period between the end of the period you have already paid for and the new Billing Date. You will not be charged twice for the same period. From the following Billing Date onwards the full Subscription Fee is collected on the 28th in the usual way.

10.14 Notice of adjustment. We will give you not less than 10 Working Days written notice of the date and amount of the adjusted payment and of your new Billing Date. Where you pay by direct debit, that notice is given in accordance with the Direct Debit Guarantee.

10.15 The pro rata adjustment in Clause 10.13 applies only to the first collection following the change to your Billing Date. No other pro rata adjustment, credit or refund is given, and Clause 12.6 continues to apply.

11. Late payment

11.1 If any sum is not paid by its due date, we may charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest accrues daily at 8 per cent above the Bank of England base rate from the due date until payment, and the fixed sum compensation provided for by that Act is payable in respect of each overdue invoice.

11.2 A late payment administration fee of £25 plus VAT is payable in respect of each payment that remains overdue for more than seven days. The parties agree that this fee is a genuine estimate of the administrative cost to us of pursuing the overdue payment.

11.3 Without prejudice to any other right or remedy, we may suspend access to the Services where any sum remains overdue by more than 14 days and we have given you not less than seven days written notice of our intention to suspend.

12. Cancellation, notice and termination

12.1 Essential Plan subscriptions have no minimum commitment period unless one is specified at the point of sale. You may cancel an Essential Plan subscription by giving not less than 30 days written notice in accordance with Clause 12.3, on the same basis as Growth Plan and Pro Plan subscriptions. For the avoidance of doubt, an Essential Plan subscription cannot be cancelled with immediate effect and continues until the effective date of cancellation determined under Clause 12.3.

12.2 Growth Plan and Pro Plan subscriptions may include a minimum commitment period as specified at the point of sale. Where a minimum commitment period applies, you may give notice under Clause 12.3 to take effect on or at any time after the end of that period. Where no minimum commitment period applies, you may give notice under Clause 12.3 at any time.

12.3 Notice and alignment with the billing cycle. This Clause applies to all Subscriptions, whichever plan you are on. Notice to cancel must be given in writing to support@eliteconnector.co.uk and must be of not less than 30 days. Cancellation always takes effect on a Billing Date, so that a Subscription is never cancelled part way through a Subscription Period. Accordingly:

(a) where written notice is received 30 or more days before your next Billing Date, your Subscription ends on that Billing Date and no further payment is taken;

(b) where written notice is received fewer than 30 days before your next Billing Date, your Subscription renews on that Billing Date, the payment due on that date is payable in full, and your Subscription ends on the Billing Date immediately following; and

(c) where your Subscription Period is annual, Clause 12.3(b) does not apply. Instead, where written notice is received fewer than 30 days before your next Billing Date, your Subscription continues for a further period of one month from that Billing Date, charged at one twelfth of the annual Subscription Fee, and ends at the end of that month.

12.4 By way of illustration only, for a monthly Subscription with a Billing Date on the 15th of each month: written notice received on 10 February is more than 30 days before the Billing Date on 15 March, so the Subscription ends on 15 March and no further payment is taken. Written notice received on 1 March is fewer than 30 days before the Billing Date on 15 March, so the Subscription renews on 15 March, that payment is due in full, and the Subscription ends on 15 April.

12.5 Your Subscription, and your access to the Services, continue until the effective date of cancellation determined under Clause 12.3.

12.6 No refunds or pro rata refunds are given on Subscription Fees paid, including where you stop using the Services before the effective date of cancellation.

12.7 Where Subscription Fees are outstanding at the date notice is given, cancellation takes effect on the date determined under Clause 12.3, and all outstanding sums, including any remaining instalments for the Subscription Period, become immediately payable.

12.8 Either party may terminate this Agreement immediately by written notice if the other commits a material breach which is not remedied within 14 Working Days of written notice of that breach, or if the other becomes insolvent, enters administration or liquidation, or has a receiver appointed over its assets.

12.9 On termination for any reason, all licences granted under this Agreement terminate immediately and, subject to Clause 13.4, your access to the platform ends.

13. Data protection

13.1 Roles. In respect of personal data contained in Subscriber Data, you are the controller and we are the processor. Each party will comply with its obligations under the Data Protection Legislation. Annex 1 sets out the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subject.

13.2 Our obligations as processor. We will:

(a) process personal data only on your documented instructions, including as to international transfers, unless required to do otherwise by applicable law, in which case we will inform you of that legal requirement before processing unless the law prohibits us from doing so;

(b) ensure that persons authorised to process the personal data are subject to a duty of confidentiality;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing;

(d) not engage a sub processor without your general written authorisation, which is given on the basis that we maintain a current list of sub processors available on request and will give you not less than 14 days written notice of any intended addition or replacement, during which you may object on reasonable grounds relating to data protection;

(e) impose on each sub processor data protection obligations no less protective than those in this Clause 13, and remain fully liable to you for the performance of each sub processor;

(f) taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as possible, in fulfilling your obligations to respond to requests to exercise data subject rights;

(g) assist you in ensuring compliance with your obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of processing and the information available to us;

(h) notify you without undue delay, and in any event within 48 hours, on becoming aware of a personal data breach affecting personal data processed under this Agreement, and provide such information as you reasonably require to meet your own notification obligations; and

(i) make available to you all information reasonably necessary to demonstrate compliance with this Clause 13 and allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you. Audits may be carried out no more than once in any 12 month period, on not less than 30 days written notice, during normal business hours, subject to reasonable confidentiality undertakings, and at your cost, save where the audit reveals a material breach by us, in which case we will bear the reasonable cost.

13.3 International transfers. We will not transfer personal data outside the United Kingdom unless the transfer is subject to adequacy regulations, the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, or another lawful transfer mechanism under the Data Protection Legislation.

13.4 Return and deletion. On termination or expiry of this Agreement, you may export Subscriber Data for a period of 30 days from the termination date. At your written request within that period we will return Subscriber Data in a commonly used machine readable format. Following that period we will delete Subscriber Data within 90 days, except to the extent we are required by law to retain a copy, in which case we will continue to protect it in accordance with this Clause 13.

13.5 Your obligations. You warrant that you have a lawful basis for the processing you instruct us to carry out, that you have provided all necessary privacy information to data subjects, and that your instructions will not cause us to breach the Data Protection Legislation.

13.6 Our Privacy Policy, available on our website, forms part of this Agreement and describes how we process personal data for which we are the controller.

14. Limitation of liability

14.1 Nothing in this Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability which cannot lawfully be limited or excluded.

14.2 Subject to Clause 14.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits; loss of business or revenue; loss of anticipated savings; depletion of goodwill; loss of or corruption of data (except to the extent recoverable under Clause 8.2); or any indirect or consequential loss.

14.3 Subject to Clauses 14.1 and 14.4, our total aggregate liability arising under or in connection with this Agreement is limited to the total Subscription Fees paid by you in the 12 month period immediately preceding the date on which the claim arose.

14.4 The limit in Clause 14.3 does not apply to: your obligation to pay sums properly due under this Agreement; your indemnities under Clauses 5.6 and 7.6; either party's liability for breach of Clause 16 (Confidentiality); or either party's liability arising from a breach of the Data Protection Legislation, which shall be apportioned in accordance with Article 82 of the UK GDPR.

14.5 The parties acknowledge that the allocation of risk in this Clause 14 is reflected in the level of the Subscription Fees, that each party is able to insure against the risks it bears, and that the limitations and exclusions are reasonable in the circumstances.

14.6 We have no liability for the performance of any third party service or integration. Third party services connected to your account are used at your own risk and you should carry out your own due diligence before contracting with any third party provider.

15. Force majeure

15.1 Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, where that failure or delay results from an event beyond its reasonable control, including default of sub contractors, industrial action, failure of a utility, transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, fire, flood or severe weather.

15.2 Neither party may rely on this Clause for a failure or delay resulting only from general economic conditions.

15.3 If the event continues for more than 60 days, either party may terminate this Agreement by written notice without liability.

16. Confidentiality

16.1 Our Confidential Information includes the platform, the Configuration, our content, materials, Software and pricing. Your Confidential Information includes the Subscriber Data.

16.2 Each party will keep the other's Confidential Information confidential, will use it only for the purposes of this Agreement, and will not disclose it except to those of its personnel and professional advisers who need to know it and who are bound by equivalent obligations of confidence.

16.3 These obligations do not apply to information which is or becomes public through no breach of this Clause, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or by a regulator.

16.4 This Clause survives termination of this Agreement.

17. Variation

17.1 We may vary this Agreement. Where a variation is material, we will give you not less than 30 days written notice by email to your registered account address. Non material variations, including corrections and clarifications, may be notified by publication on our website.

17.2 If you object to a material variation, you may terminate your Subscription by giving written notice before the variation takes effect, with effect from the date the variation would take effect, and no early termination charge will apply. Your continued use of the Services after the effective date constitutes acceptance of the variation.

17.3 No other variation of this Agreement is effective unless made in writing and signed by an authorised representative of each party.

18. General

18.1 Promotion. We may include your name and logo on our website, social media and marketing materials in connection with the services we provide to you, unless you notify us in writing that you do not wish us to do so.

18.2 Assignment. We may assign, transfer, charge or sub contract any of our rights or obligations under this Agreement. You may not do so without our prior written consent, such consent not to be unreasonably withheld.

18.3 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.4 Notices. Notices must be given in writing. Notices to us must be sent to support@eliteconnector.co.uk or to our registered office. Notices to you will be sent to the email address registered on your account. A notice sent by email is deemed received at the time of transmission, or if transmitted outside business hours, at 9.00 am on the next Working Day.

18.5 Severance. If any provision of this Agreement is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall continue in force. Where possible, the severed provision shall be replaced by a valid provision achieving as nearly as possible the same commercial result.

18.6 Waiver. No failure or delay in exercising any right under this Agreement operates as a waiver of that right.

18.7 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and representations relating to its subject matter. Nothing in this Clause limits liability for fraudulent misrepresentation.

18.8 Survival. Clauses 5.6, 6.7, 6.9.3, 7, 13, 14, 16, 18 and 19 survive termination of this Agreement, together with any other provision expressly or impliedly intended to survive.

19. Governing law and disputes

19.1 This Agreement, and any dispute or claim arising out of or in connection with it, including any non contractual dispute or claim, is governed by and construed in accordance with the law of England and Wales.

19.2 If a dispute arises, the parties will first attempt to resolve it by good faith negotiation between senior representatives within 14 days of written notice of the dispute.

19.3 If the dispute is not resolved by negotiation, the parties will consider referring it to mediation under the CEDR Model Mediation Procedure before commencing proceedings. Neither party is obliged to mediate, and mediation does not prevent either party from issuing proceedings.

19.4 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Nothing in this Clause prevents either party from seeking injunctive relief, or from pursuing a claim for a debt, in any court of competent jurisdiction.

20. Contact us

Elite Connector Limited

Foxhall Lodge, Foxhall Road, Nottingham NG7 6LH

Email: support@eliteconnector.co.uk

Telephone: 01543 255052

Annex 1: Processing details (UK GDPR Article 28(3))

Subject matter and duration

The provision of the Elite Connector CRM platform and related services for the duration of the Subscription, and for the retention period set out in Clause 13.4.

Nature and purpose of processing

Storage, organisation, retrieval, transmission, analysis and deletion of personal data for the purpose of enabling the customer to manage customer relationships, marketing communications, appointments, quotations and sales pipelines.

Types of personal data

Names, postal addresses, email addresses, telephone numbers, communication records including SMS, email and call recordings where enabled, appointment and enquiry details, transaction and quotation information, and any other personal data the customer chooses to upload.

Categories of data subject

The customer's clients, prospective clients, enquirers, employees and Authorised Users.

Sub processors

A current list of sub processors is available on request from support@eliteconnector.co.uk. Changes are notified in accordance with Clause 13.2(d).

Annex 2: Standard Rates

The following rates apply to chargeable work under Clauses 6.4 and 7.3. All rates are exclusive of VAT, which is payable in addition at the prevailing rate. Rates are benchmarked against prevailing United Kingdom market rates for specialist CRM, workflow automation and marketing technology work.

Hourly and daily rates

Standard configuration and remedial work: £85 per hour.

Full day rate (seven hours, booked in advance): £550, equivalent to approximately £79 per hour.

Out of hours, weekend and public holiday work, and any work required to be started within four working hours of a request: £127.50 per hour.

Consultancy, scoping and platform architecture work: £110 per hour.

Paid Support

Enhanced Paid Support under Clause 9.4: £99 per month, exclusive of VAT.

Billing rules

(a) A minimum charge of one hour applies to each chargeable item of work. Time beyond the first hour is billed in increments of 30 minutes.

(b) Where work is carried out under Clause 7.3, time spent diagnosing and investigating the fault is chargeable in addition to time spent rectifying it.

(c) Where the Configuration cannot be restored from a backup or snapshot and requires rebuilding, the work will be quoted in advance and is subject to a minimum charge of £350.

(d) Chargeable work under Clause 7.3 is payable in advance unless we agree otherwise in writing.

(e) Third party costs incurred on your behalf, including messaging, telephony and API charges, are recharged at cost.

Benchmark basis

These rates are set at or below the prevailing market rate for equivalent United Kingdom work. Specialist CRM and marketing automation consultancies in the United Kingdom typically charge between £50 and £100 per hour for ad hoc configuration work, and contract CRM specialists command median day rates of approximately £300 to £450 outside London. The rates in this Annex sit within those ranges and reflect the cost to us of providing the work.

Annex 3: Included features and Configuration scope

This Annex lists the features included in each Subscription plan, as set out at the point of sale and on our website. Each of these features is installed, connected and configured by us as part of the system setup included with your Subscription, and each forms part of the Configuration for the purposes of Clause 6.

Essential Plan

Unified messaging inbox; instant automatic replies to missed calls; automated Google review requests; job pipeline and contact management; Google and Facebook connection; email and SMS automation; email marketing suite; up to four custom automations or workflows; system setup. This plan includes one named user, subject to Clause 10.3. Standard support initial response target: within five Working Days, subject to Clause 9.

Growth Plan

Everything included in the Essential Plan, together with: AI powered conversations and follow ups; Xero and QuickBooks connection; quote and invoice automation; WhatsApp Business connection; call tracking and recording; priority onboarding support; a custom automation or workflow allowance increased to up to eight in total; system setup. This plan includes two named users, subject to Clause 10.3. Standard support initial response target: within two Working Days, subject to Clause 9.

Pro Plan

Everything included in the Growth Plan, together with: full AI automation across all workflows; team access; social media scheduling and management; LinkedIn and Google Ads connection; advanced reporting and analytics; dedicated account manager; a custom automation or workflow allowance increased to up to sixteen in total; system setup. This plan includes three named users, subject to Clause 10.3. Standard support initial response target: within one Working Day, subject to Clause 9.

Custom automation and workflow allowance. The custom automation or workflow allowance stated for each plan forms part of the included Configuration scope. Each distinct automation or workflow requested by you counts as one item towards the applicable plan allowance. Requests exceeding the applicable allowance, or materially expanding an existing automation or workflow beyond its agreed scope, may be treated as chargeable work under Clause 6.4 and Annex 2.

Scope and amendment of included features

A3.1 Each feature listed in this Annex is provided as part of the Configuration and is built, connected, tested and maintained by us. Inclusion of a feature in your plan is a licence to use that feature, and does not give you or any other person the right to alter how it is built.

A3.2 Included features may not be accessed, amended, disabled, duplicated, exported, reconfigured or replicated by any third party contractor, supplier, agency, consultant or developer. This restriction applies to the underlying workflows, automations, triggers, integrations, templates, pipelines, forms and settings that deliver each feature, whether or not that underlying element is named in this Annex.

A3.3 All changes, additions, extensions or removals affecting any included feature must be requested in writing to support@eliteconnector.co.uk and will be carried out by the Elite Connector support team in accordance with Clause 6.4. Where the requested change falls outside the scope of your plan, it is chargeable at the Standard Rates set out in Annex 2.

A3.4 Third party accounts connected to the platform as part of an included feature, including Google, Meta, WhatsApp, Xero, QuickBooks and LinkedIn accounts, remain your accounts and Clause 5.5 applies to them. We configure and maintain the connection between those accounts and the platform. You must not alter, disconnect or reconnect that connection, and must not permit any third party to do so, without first contacting us.

A3.5 Ordinary day to day use of an included feature by you or your Authorised Users, including sending and replying to messages, adding and editing contacts, moving opportunities through a pipeline, booking appointments and responding to reviews, is operation of the platform under Clause 6.2 and is not Configuration work. It is not restricted by this Annex.

A3.6 The features included in each plan are those set out at the point of sale and on our website from time to time. We may add to, improve or vary included features, and where any variation is material Clause 17 applies.

A3.7 The number of named users included in each plan is set out in Clause 10.3. Named user seats are for people within your own business only, and may not be used by any sub contractor, external service provider, marketing agency, developer or other third party.