Terms and Conditions for MX and MX+

1. Parties and Definitions

"Supplier," "Majenta," "we," "us" and "our" mean Majenta Solutions Limited, company number 03056978, registered at 3 Argosy Court, Scimitar Way, Whitley Business Park, Coventry CV3 4GA, England. "Customer" means the organization purchasing or receiving the Services.

"MX" or the "Exchange" means the MX and/or MX+ secure file exchange service described in the applicable proposal. "Services" means access to the Exchange and any related services identified in the proposal. "Authorized User" means a person permitted by the Customer to use the Services. "Customer Data" means information, files and content submitted to or transmitted through the Services.

A "Business Day" is a day other than Saturday, Sunday or a public holiday in England. "Confidential Information" means nonpublic information that is identified as confidential or should reasonably be understood to be confidential.

2. Contract Documents and Start Date

The agreement begins on the effective date stated in the proposal, order form or signature record. It consists of these terms and the commercial and service documents incorporated by reference.

The proposal sets out the subscribed service, permitted users, term, fees and any agreed implementation or support scope. The service-level agreement governs applicable service targets. A data-processing addendum applies where Majenta processes personal information for the Customer.

3. Access to the Services

Subject to payment and compliance with the agreement, Majenta grants the Customer a limited, nonexclusive and nontransferable right for its Authorized Users to access and use the Services for the Customer's internal business purposes during the subscription term.

• The Customer must keep user accounts accurate and limited to authorized people.
• Credentials may not be shared. The Customer is responsible for account administration and for promptly disabling access that is no longer required.
• Majenta may verify licensed user numbers on reasonable notice without materially disrupting the Customer's business.
• The Customer is responsible for support and instructions it provides to its own users and external participants before escalating a service issue to Majenta.

4. Acceptable Use

The Customer and its Authorized Users must use MX lawfully and in accordance with Majenta's instructions. They must not:

• sell, resell, rent, lease, sublicense or provide the Services as a competing service;
• copy, reverse engineer, decompile, disassemble or attempt to derive source code except where a restriction is prohibited by law;
• bypass security, access another user's account, test vulnerabilities without written approval, or interfere with service operation;
• upload malware, unlawful material or content that infringes another person's rights;
• use the Services in a way that could reasonably cause physical injury, death or damage to critical systems; or
• use MX for regulated data unless the Customer has confirmed that the contract, environment, users and configuration are appropriate for that use.

5. Customer Data and Privacy

As between the parties, the Customer retains ownership of Customer Data. The Customer is responsible for the legality, accuracy, quality and authorization of that data and for deciding who may send, receive or administer it.

The Customer grants Majenta the limited rights needed to host, transmit, secure, back up and otherwise process Customer Data to provide the Services and meet the agreement. Majenta will process personal information in accordance with the applicable data-processing terms and privacy notice.

If Customer Data is lost or damaged because of Majenta's negligence, Majenta will use commercially reasonable efforts to restore it from the latest available backup. Majenta is not responsible for loss caused by the Customer, an Authorized User or a third party outside Majenta's control.

6. Security and Regulated Workflows

Majenta will maintain administrative, technical and organizational safeguards appropriate to the Services. The Customer remains responsible for its endpoints, identity management, user permissions, retention choices and internal policies.

MX provides controls that may support compliance efforts, but no technology guarantees compliance. The Customer must obtain its own legal, regulatory and export-control advice and put any required business associate agreement, data-processing addendum or other specific terms in place before using MX for protected health information, export-controlled technical data or other specially regulated information.

7. Supplier Responsibilities and Service Changes

Majenta will provide the Services with reasonable skill and care and will maintain the licenses and permissions required for its performance. Majenta may update the Services for security, reliability, legal or product reasons.

If a change materially reduces the core functionality purchased by the Customer, Majenta will provide reasonable notice where practicable. Reasonable bandwidth, security or usage limits may be applied to protect the Services and other customers.

Majenta does not promise that the Services will be uninterrupted or error-free. Where the Services materially fail to conform to the agreement, Majenta will use commercially reasonable efforts to correct the issue or provide a reasonable alternative.

8. Customer Responsibilities

The Customer will provide timely cooperation, accurate information, qualified personnel and any access reasonably required for Majenta to provide the Services. The Customer will comply with applicable law and complete the responsibilities stated in the proposal.

If Customer delay prevents performance, Majenta may adjust the timetable and any dependent delivery dates by a reasonable amount.

9. Fees, Invoicing and Taxes

The Customer will pay the fees stated in the proposal without deduction or setoff. Unless the proposal says otherwise, invoices are due within 30 days. Fees exclude value-added, sales, use and similar taxes, which will be added where applicable.

If an undisputed amount remains unpaid after notice, Majenta may charge interest at the rate stated in the proposal or, if none is stated, 4% per year above the then-current Barclays Bank base lending rate. Majenta may also suspend affected Services until payment is received.

Majenta may change renewal fees by giving at least 30 days' written notice before the change takes effect. All outstanding amounts become immediately due when the agreement ends.

10. Intellectual Property

Majenta and its licensors retain all intellectual property rights in MX, the Services, documentation and related technology. Except for the limited access right expressly granted, no ownership or other license is transferred to the Customer.

Feedback may be used to improve the Services without restriction, provided Majenta does not identify the Customer as the source without permission.

11. Confidentiality

Each party will use the other party's Confidential Information only to perform or exercise rights under the agreement and will protect it with at least reasonable care. Disclosure is permitted to personnel, contractors and advisers who need the information and are bound by confidentiality duties.

These duties do not apply to information that was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully received from another source. A legally required disclosure is permitted, with advance notice where the law allows.

12. Indemnities

The Customer will defend and indemnify Majenta against third-party claims arising from unlawful Customer Data, the Customer's breach of acceptable-use obligations or use of the Services contrary to the agreement, subject to prompt notice and reasonable cooperation.

Majenta will defend the Customer against a third-party claim that the unmodified Services infringe copyright, database rights or confidentiality rights and will pay amounts finally awarded or agreed in settlement. Majenta may obtain continued use rights, modify or replace the affected service, or terminate it and refund prepaid fees for the unused period. This obligation does not apply to Customer modifications, combinations not supplied by Majenta, Customer Data or continued use after notice.

13. Warranties and Liability

Except as expressly stated, the Services are provided "as is" and all implied warranties are excluded to the fullest extent permitted by law. Neither party is liable for indirect, consequential or special loss, or for lost profit, revenue, opportunity, goodwill or anticipated savings.

Subject to liabilities that cannot legally be limited, Majenta's total aggregate liability arising from the agreement will not exceed the amount of applicable insurance cover available for the relevant claim. Nothing excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded.

14. Suspension, Term and Termination

Majenta may suspend access where reasonably necessary to address a security risk, unlawful use, material breach or overdue undisputed payment. Where practicable, Majenta will give notice and work with the Customer to restore access.

Either party may terminate for a material breach that is not corrected within 30 days after written notice, or immediately if the other party becomes insolvent. Majenta may terminate on 30 days' written notice where no committed subscription term applies.

On termination, access rights end and each party must return or securely destroy the other's Confidential Information where required. Customer Data export and deletion will follow the applicable agreement and retention process. Provisions intended to survive, including payment, confidentiality, intellectual property and liability terms, remain effective.

15. General Terms

Neither party is responsible for delay caused by events beyond its reasonable control, excluding payment obligations. Neither party may assign the agreement without the other's written consent, except in connection with a corporate reorganization or sale of substantially all relevant assets, provided the successor can perform the obligations.

The agreement is the entire agreement about its subject matter and replaces earlier discussions or representations. Amendments must be in writing. If a provision is unenforceable, it will be adjusted or removed only to the minimum extent necessary. Failure to enforce a right is not a waiver.

Notices must be sent using the contact details in the proposal or by another agreed written method. No person other than the parties has a right to enforce the agreement.

16. Governing Law and Contact

These terms, the agreement and any noncontractual dispute are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the applicable proposal expressly states otherwise.

Questions about these terms can be submitted through the My MX Data contact page.