Online Subscription Terms

These Online Subscription Terms are for business-to-business subscribers only. They are not intended for, and ApexIQ WinCommand™ is not offered to, consumers.

1. Who these terms apply to

These Online Subscription Terms apply where a subscriber purchases or manages an ApexIQ WinCommand™ subscription through an online checkout, an online order for payment by bank transfer, account page, payment link, Stripe Customer Portal, or other self-serve subscription process.

They apply between:

Apex Edge Sales Engineering Limited, a company registered in England and Wales with company number 15821626, whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom; and

the business, organisation, company, partnership, or other legal entity subscribing to ApexIQ WinCommand™.

The individual accepting these terms confirms that they are authorised to bind the subscriber.

2. Business use only

ApexIQ WinCommand™ is provided for business and professional use only.

By subscribing online, the subscriber confirms that:

1. it is acting in the course of business;
2. it is not subscribing as a consumer;
3. the person accepting these terms has authority to bind the subscriber;
4. the subscription is for internal business use by the subscriber and its authorised users.

Consumer subscriptions are not permitted.

3. Agreement structure

The online subscription is governed by:

• these Online Subscription Terms;
• the Pricing and Plans Legal Information;
• the Service Description;
• the Acceptable Use Policy;
• the Data Processing Agreement, where applicable;
• the Product Privacy Notice;
• the Cookie Notice;
• the Trial Terms, where applicable;
• any checkout terms, plan details, order summary, or account notice shown during purchase.

Section 39 defines the Agreement by reference to this list. The Product Privacy Notice and the Cookie Notice are listed because they explain how personal data and cookies are handled. They are notices, not contractual terms, and nothing in them gives the subscriber a contractual right or remedy. The Agreement is made when the subscriber first accepts these terms in the service, places an order, or, if earlier, first uses a workspace that Apex Edge Sales Engineering Limited has made available to it at its request.

If there is a conflict, the order of precedence is:

1. any Order Form or other written agreement signed as the Variation paragraph of Section 39 requires;
2. the online checkout order summary;
3. these Online Subscription Terms;
4. the Pricing and Plans Legal Information, for fees, seats, allowances, add-ons, changes during the subscription term, and payment;
5. the Data Processing Agreement, for data processing issues;
6. the Acceptable Use Policy;
7. the Service Description;
8. the Trial Terms, for trial issues;
9. the Product Privacy Notice and Cookie Notice.

That order applies save that Section 18 of the Data Processing Agreement determines which document prevails in relation to the processing of Subscriber Personal Data, as that agreement defines it.

For a trial, and for the trial period only, the Trial Terms prevail over these Online Subscription Terms to the extent of any conflict between them, as Section 3 of the Trial Terms provides.

The order above ranks the documents incorporated into this subscription against one another. Separately, where these Terms and a legal document published on the Apex Edge Sales Engineering Limited marketing website at www.apexedgesalesengineering.com both address the same subject matter, these Terms take precedence for that subject matter in relation to ApexIQ WinCommand™.

4. The service

ApexIQ WinCommand™ is a subscription software service that helps Sales Engineering teams run stage-by-stage deal execution with clearer coaching, artefact creation, proof capture, and inspection rhythm.

It is a system of action for Sales Engineering deal execution. The subscriber's CRM remains the subscriber's system of record.

ApexIQ WinCommand™ may support:

• stage-by-stage deal execution;
• Sales Engineering coaching;
• opportunity inspection;
• discovery and qualification artefacts;
• proof and validation records;
• Technical Win tracking;
• risk and blocker visibility;
• handoff readiness;
• subscriber-generated reports, summaries, templates, and exports;
• internal deal review rhythm.

ApexIQ WinCommand™ does not guarantee:

• a Technical Win;
• a signed customer contract;
• increased revenue;
• improved forecast accuracy;
• procurement approval;
• legal compliance;
• security approval;
• privacy compliance;
• commercial success.

5. Account creation and access

The subscriber must provide accurate account, organisation, billing, and contact information.

The subscriber is responsible for:

1. managing authorised users;
2. removing users who should no longer have access;
3. keeping sign-in credentials secure;
4. ensuring users comply with the Agreement;
5. ensuring account administrators are authorised;
6. maintaining accurate billing and legal contact details;
7. ensuring only approved business users access the service.

Apex Edge Sales Engineering Limited may suspend or restrict access where account information is inaccurate, payment fails, a security risk arises, misuse occurs, or the Agreement is breached. Section 29 applies to a suspension under this Section.

6. Authorised users

Access may be provided to subscriber administrators, Sales Engineering leaders, Sales Engineers, Account Executives, executive viewers, and other authorised subscriber users.

Guest or external users may be permitted only where supported by the service and subject to any domain, role, or access restrictions.

Users invited into the subscriber's workspace are limited to addresses on the subscriber's own email domain unless otherwise agreed in writing. Where a further domain is agreed, Apex Edge Sales Engineering Limited records it against the workspace so the subscriber can invite across it. The subscriber remains responsible for all activity under its accounts and users, including any user invited on an agreed additional domain.

The subscriber is responsible for all activity under its accounts and users. The subscriber accepts the Agreement for itself and for each of its authorised users, and is responsible for ensuring that each of them complies with it.

7. Subscription basis

Unless otherwise stated in checkout or an Order Form, subscriptions are provided on a per organisation basis.

Plan and edition. A paid subscription is taken on a plan, Standard or Premium, and in an edition, each chosen at purchase and shown in the checkout order summary or on the order. The editions are Full WinCommand, which comprises the WinIndex™, WinEdge™, and WinScore™ modules, and WinEdge, which comprises the WinEdge module only. The modules outside the edition purchased are not available. What each plan includes is described in the Service Description.

Seats. A seat is required for each named user with a sign-in to the subscriber's workspace, whether that user is active or has been invited and has not yet accepted the invitation, and including administrators and billing administrators (a billing administrator is a user who holds the billing-only role that Section 40 describes). The platform fee includes five seats, and further seats are purchased at the seat fee (see Section 10). There is no maximum number of seats, although seats beyond the number that can be ordered online are arranged with Apex Edge Sales Engineering Limited directly. The subscriber must hold a seat for each such user, and an invitation that would take the number of named users above the number of seats held may be refused until further seats are added. A seat is for one named individual and must not be shared; it may be reassigned to a different named user once the previous user's access has been removed.

Usage. On a paid plan the number of WinEdge deals and of WinScore Deal™ and WinScore Bid™ records is not limited by number, subject to the Acceptable Use Policy and to fair and reasonable use. Fair and reasonable use means use by the subscriber's named users, through the service's own interface, to manage the subscriber's own genuine Sales Engineering opportunities, bids, and assessments in the ordinary course of its business. The following are not fair and reasonable use:

1. creating or changing records by automated, scripted, or bulk means that the service does not itself provide;
2. use for, or on behalf of, any person other than the subscriber, including as a bureau, outsourced, managed, or resold service;
3. records that do not relate to a genuine opportunity, bid, or assessment of the subscriber;
4. use that overloads, disrupts, degrades, or impairs the service or its use by others;
5. use that materially exceeds the use ordinarily made by subscribers holding a similar number of seats.

Apex Edge Sales Engineering Limited's reasonable determination of whether use is fair and reasonable is final in the absence of manifest error. Where it determines that use is not, it will give the subscriber notice, as Section 36 provides, and a reasonable period, which will not be less than 14 days, to bring its use within fair and reasonable use. If the subscriber does not do so within that period, Apex Edge Sales Engineering Limited may apply technical limits or suspend access under Section 29, and Section 22 applies. An additional fee is payable for use beyond fair and reasonable use only where the subscriber agrees to it or, where notice of it has been given as Section 10 provides, from the next renewal date. Apex Edge Sales Engineering Limited may apply technical limits or suspend access under Section 29 without that notice or period where the use threatens the security, integrity, or availability of the service. "Not limited" describes the absence of a published numeric allowance. It is not a commitment as to capacity, performance, or availability.

WinIndex allowance. In the Full WinCommand edition, the number of WinIndex assessments that may be created in each subscription year (as Section 34 defines it) is limited to the allowance of the plan, which is 2 on Standard and 4 on Premium. An assessment counts against the allowance when it is created, whether or not it is later completed. The allowance resets on the subscription anniversary, and unused allowance does not carry over into the next subscription year.

The subscription may be limited by plan, edition, workspace, tenant, authorised domain, user count, features, usage, export rights, support level, subscription term, territory, or other limits shown during checkout.

Apex Edge Sales Engineering Limited may enforce plan limits technically or contractually.

8. Subscription term

Unless otherwise stated during checkout or in an Order Form:

• the minimum subscription term is the term selected at checkout or on the order, which is one year;
• subscriptions are billed annually in advance on every paid plan;
• a subscription covers either the Full WinCommand edition or the WinEdge edition, as shown during checkout, on the order, or in an Order Form;
• the platform fee, the plan, the edition, and the number of seats are fixed for the subscription term, subject to the change rules in Section 18;
• everything on a subscription renews on a single renewal date;
• subscriptions renew automatically unless cancelled or not renewed in accordance with these terms.

The subscription begins when Apex Edge Sales Engineering Limited confirms the paid subscription, activates paid access, or the subscriber completes the checkout process, whichever applies first. Where the subscriber pays by bank transfer, placing an order does not begin the subscription. The subscription begins, and paid access is given, when Apex Edge Sales Engineering Limited has received payment in full of the invoice for the order and matched it to that invoice, and not before (see Section 13).

A workspace that Apex Edge Sales Engineering Limited provides without a paid subscription, whether for a trial, a pilot, a demonstration, a proof of concept, or on a plan given without charge, is not a paid subscription. The Trial Terms apply to it, as Section 1 of those terms provides, until a paid subscription for the workspace begins. A paid subscription is a subscription for which fees are payable, whether or not they have yet been paid.

9. Free trials

Apex Edge Sales Engineering Limited may offer a 90-day free trial. A payment card is not required for the standard free trial unless expressly stated.

Free trial access does not automatically convert into a paid subscription. A paid subscription begins only where the subscriber:

1. selects a paid plan;
2. completes the approved checkout or contracting process;
3. provides required billing information;
4. accepts the applicable paid subscription terms;
5. receives paid subscription access or confirmation.

Trial use is governed by the Trial Terms.

10. Fees

The subscriber must pay the fees shown during checkout, in an Order Form, or in the applicable plan description.

The published fees are based on the plan, the edition, the number of seats, and any add-on purchased, as set out below. Fees stated in an Order Form may also be based on the number of workspaces, the support level, or other commercial terms it states.

All fees are exclusive of taxes unless expressly stated otherwise.

For a paid subscription the fees are:

1. an annual platform fee, set by the plan and the edition, which includes five seats;
2. an annual seat fee for each seat beyond the five included, which is the same amount on every plan, in every edition, and for every type of user; and
3. where one is purchased, the charge for a WinIndex top-up.

The amounts are those published in the Pricing and Plans Legal Information at the time of purchase or renewal and shown in the checkout order summary or on the order. The published fees are the same for every subscriber, and there are no custom plans. This does not prevent an Order Form or other written agreement signed as the Variation paragraph of Section 39 requires, for example for a multi-year term, or the separate contracting of professional services, enhanced support, or security review.

The platform fee is not reduced, and no credit is given, where fewer than five seats are used.

A WinIndex top-up provides one additional WinIndex assessment. It is the only add-on, and it is available on the Standard and Premium plans in the Full WinCommand edition only. It is a one-off charge, not a recurring subscription: it is charged at the full price whenever in the subscription year it is purchased, it is not pro-rated, and it does not renew. The additional assessment is valid from purchase until the end of the then-current subscription year and does not carry over. A top-up is non-refundable on the basis set out in Section 15, including where the additional assessment is not used. Apex Edge Sales Engineering Limited may decline to sell a top-up, including while any amount is overdue, while access is suspended, or where the subscription has been cancelled or is set to end. A top-up that is paid for while the workspace is suspended, cancelled, or otherwise closed is not applied to it, and Apex Edge Sales Engineering Limited will, at its option, refund the charge or apply the top-up once the workspace is open again.

Capacity extension packs are no longer offered.

Apex Edge Sales Engineering Limited may change plan pricing for future purchases by publishing the change, and for future renewal terms as this paragraph provides. A change to the fees that apply to a subscriber's renewal term takes effect for that term only where notice of it has been given to the subscriber, as Section 36 provides, by email or by a notice in the service, at least 30 days before the renewal date; publication on the website alone is not notice to an existing subscriber. Otherwise the subscription renews at the published fees that applied to the term then ending. A discount, credit, or other price concession given for a particular term ends with that term unless agreed otherwise in writing, and its ending, the charging of added seats at the full seat fee from the renewal date, and a change in the rate of any tax, are not changes to the fees. The fees for the then-current subscription term are increased during that term only as Section 38 allows. This paragraph does not apply to the fees at which a subscription renews after a concession within Section 28 of the Pricing and Plans Legal Information, which that Section governs.

11. Payment

Fees are payable annually in advance, either by card through the secure checkout or by bank transfer in accordance with Section 13.

Payments may be processed through Stripe or another approved payment provider.

The subscriber authorises Apex Edge Sales Engineering Limited and its payment provider to charge the selected payment method for subscription fees, renewal fees, applicable taxes, approved add-ons, and other charges accepted by the subscriber.

Charges arising during the subscription term for added seats, or for a move to a higher plan or edition, are charged to the payment card on file when the change is made. Where the subscriber pays by bank transfer, the charge is invoiced, and the seats are added or the move is made when Apex Edge Sales Engineering Limited has received payment of that invoice, as Section 13 provides, and not before. A WinIndex top-up is paid for through the secure checkout when it is purchased, whichever way the subscription itself is paid.

Where the subscriber pays by card, the authority given in this Section is a continuing one. It covers the fees for each renewal term, charged on or about the renewal date, and each charge arising from a change the subscriber makes under Section 18, and it continues until the subscription ends and every amount due has been paid.

A chargeback, reversal, recall, or refusal of a payment, other than of a charge made in error by Apex Edge Sales Engineering Limited, is a failure to pay, and Section 14 applies to the amount concerned. The subscriber must raise any query about a charge with Apex Edge Sales Engineering Limited before disputing it with its card issuer or bank.

The subscriber must keep payment details accurate and up to date. Apex Edge Sales Engineering Limited does not receive raw payment card data where payment card processing is handled by Stripe.

Billing, invoice, VAT, refund, payment, and purchase order questions should be sent to billing@apexedgesalesengineering.com.

12. Taxes

Fees are exclusive of VAT, sales tax, use tax, withholding tax, duties, levies, and other applicable taxes unless expressly stated otherwise.

The subscriber is responsible for applicable taxes, except taxes based on Apex Edge Sales Engineering Limited's income.

Where VAT is chargeable on any supply made under the Agreement, the subscriber must pay it in addition to the fees, at the rate applicable at the time of the supply, against a valid VAT invoice. This applies whether Apex Edge Sales Engineering Limited is registered for VAT when the Agreement is made or becomes registered afterwards.

Every amount payable under the Agreement must be paid in full, without deduction or withholding for or on account of any tax, unless the law requires a deduction or withholding. Where it does, the subscriber must pay such additional amount as ensures that Apex Edge Sales Engineering Limited receives the full amount it would have received had no deduction or withholding been required.

13. Invoices

Invoices, receipts, or payment confirmations may be issued through Stripe or by email, and are available through the Billing Portal (the Stripe Customer Portal), which is opened from the Billing page of the subscriber's workspace where it is available, or through another approved billing process.

The subscriber is responsible for downloading and retaining invoices and receipts where made available.

Paying by bank transfer. A subscriber may order a paid subscription for payment by bank transfer. Where it does:

1. the person placing the order confirms, when placing it, that they have read and agree to these Online Subscription Terms and that they are authorised to place the order for the subscriber. That acceptance carries forward to later versions of these terms as Section 38 provides;
2. the subscriber must provide an accurate purchase order number, company name, billing address, and billing contact. The subscriber's obligation to pay does not depend on any purchase order. The absence, expiry, insufficiency, or rejection of a purchase order, and any supplier portal, vendor onboarding, or other procurement requirement of the subscriber, does not affect or delay that obligation. Any terms on, or referred to in, a purchase order have no effect;
3. Apex Edge Sales Engineering Limited issues an invoice for the order, which states the bank details to which payment is to be made. The invoice for an order is payable in full, by bank transfer to those details, within 14 days of the invoice date. An invoice for a renewal term is payable in full, in the same way, within 30 days of the invoice date;
4. placing an order does not begin a subscription. The subscription begins, and paid access is given, when Apex Edge Sales Engineering Limited has received payment in full of the invoice for the order and matched it to that invoice, and not before. Until then nothing is provided under the order, the access the subscriber already has, including any trial, is unchanged, and no fees are owing for the order. Placing an order does not extend a trial, and does not change the date on which content is scheduled for deletion under Section 20; where that date is too near for a payment by bank transfer to be relied on, the service asks the subscriber to pay by card. The subscriber may withdraw an order in the service at any time before it is paid. An order whose invoice has not been paid in full by its due date lapses: Apex Edge Sales Engineering Limited may cancel the invoice, and is not obliged to accept a payment made after that. A payment received for an order that has lapsed or been withdrawn, or that cannot be applied because the workspace is suspended, already has a paid subscription, or no longer exists, is refunded or, where the subscriber asks and Apex Edge Sales Engineering Limited agrees, applied to a new order. Once the subscription begins, the fees paid are the fees for the whole subscription term. They are not conditional on use of the service, on any user signing in, or on the completion of any onboarding or implementation. The subscription term cannot be brought to an end early by cancellation, as Sections 16 and 17 provide, and the fees are non-refundable, as Section 15 provides, subject in each case to Section 30;
5. renewal fees are invoiced and are payable as item 3 provides, and access continues while a renewal invoice is within its payment period. A charge arising during the subscription term for added seats, or for a move to a higher plan or edition, is invoiced, and the seats are added or the move is made when Apex Edge Sales Engineering Limited has received payment of that invoice, and not before. Such a change is arranged by email to billing@apexedgesalesengineering.com. A WinIndex top-up is paid for through the secure checkout when it is purchased;
6. the invoice for the order is the checkout order summary for the purposes of Sections 3 and 39.

If an invoice issued after the subscription has begun is not paid by its due date, the subscription is treated as overdue and Section 14 applies.

Invoice, purchase order, VAT, payment method, billing contact, and payment status questions should be sent to billing@apexedgesalesengineering.com. An invoice is disputed as item 5 of Section 14 provides, by email to billing@apexedgesalesengineering.com or legal@apexedgesalesengineering.com. Other legal notices should be sent to legal@apexedgesalesengineering.com.

14. Failed payments

If payment fails, or an invoice is not paid by its due date, Apex Edge Sales Engineering Limited may retry the payment method, request updated payment information, and send payment reminders. It may also restrict or downgrade access, terminate the subscription, or refer the matter for collection or legal action where appropriate.

Apex Edge Sales Engineering Limited may suspend access for non-payment. Items 3 and 4 below provide when it may suspend access or terminate the subscription, and it does not restrict, suspend, or downgrade access, or terminate the subscription, because of a part of an invoice that is validly withheld under item 5. The subscriber remains responsible for all unpaid fees.

Late payment. If any amount is not paid by its due date, then, without limiting any other right or remedy of Apex Edge Sales Engineering Limited:

1. interest accrues on the overdue amount from the due date until payment in full, before and after judgment, at 8% a year above the Bank of England base rate from time to time, under the Late Payment of Commercial Debts (Interest) Act 1998;
2. the subscriber must pay the fixed sum that Act provides, and the reasonable costs of recovering the debt, including legal and collection agency costs, to the extent they exceed that fixed sum;
3. Apex Edge Sales Engineering Limited may suspend access under Section 29, without liability, until every overdue amount, other than a part validly withheld under item 5, with interest and costs, is paid. Fees continue to accrue during suspension, and suspension does not extend the subscription term;
4. if an overdue amount, other than a part validly withheld under item 5, remains unpaid 14 days after written notice, given as Section 36 provides, Apex Edge Sales Engineering Limited may terminate the subscription, and the unpaid balance of the fees for the subscription term becomes immediately due and payable, as "The fees for the subscription term" below provides;
5. the subscriber must pay every amount in full, without set-off, counterclaim, deduction, or withholding, other than the part of an invoice that it disputes in good faith as this item provides. An invoice may be disputed only in writing, with reasons, within 14 days of receiving it, save for a charge made in error by Apex Edge Sales Engineering Limited and save as Section 28 of the Pricing and Plans Legal Information provides, and the undisputed part remains payable on time. A dispute is made by email to billing@apexedgesalesengineering.com or legal@apexedgesalesengineering.com. A part is validly withheld only while a dispute made in that way, in good faith and in time, remains unresolved. To the extent the disputed part is agreed or found to have been due, it is payable within 7 days after that, with interest under item 1 from its original due date. A sum that Apex Edge Sales Engineering Limited agrees, or is found, to have charged in error is repaid or credited. Apex Edge Sales Engineering Limited may set off any amount the subscriber owes it against any amount it owes the subscriber.

Automatic cancellation of an unpaid invoiced subscription. Where a subscriber pays by bank transfer and an invoice issued after the subscription has begun, other than a part validly withheld under item 5, remains unpaid 30 days after its due date, the subscription is cancelled automatically. Where the only amount unpaid is a part validly withheld under item 5, Apex Edge Sales Engineering Limited will take reasonable steps to prevent that cancellation. If the subscription is nevertheless cancelled, it will reinstate it for the remainder of the subscription term without charge for the period of the interruption, and that is the subscriber's sole remedy for the cancellation. Access ends when the subscription is cancelled, and Section 20 then applies to the subscriber's content. No notice is required, whether under item 4 above or otherwise, and this paragraph applies whether or not notice has been given under that item. The invoice, the unpaid balance of the fees for the subscription term, as "The fees for the subscription term" below provides, and every other amount due, remain payable, and this paragraph does not limit any right in this Section.

The fees for the subscription term. The fees for a subscription term are a single price for the service for that term. That price becomes owing in full when the term begins: for an order paid by bank transfer, when the subscription begins, as Section 13 provides; and for a renewal term, on the renewal date. A charge for a change made under Section 18 becomes owing when the change takes effect. Where any part of the price is payable after the term begins, whether under an invoice, by instalments, or in annual amounts under a subscription term longer than one year agreed in writing, that is a concession as to the time of payment only. Where the subscription is terminated or cancelled because of the subscriber's breach of the Agreement, including non-payment, that concession ends and the unpaid balance of the price for the subscription term becomes immediately due and payable. Where the subscription term is longer than one year and the price is payable in annual amounts, the balance that becomes due in that way is limited to the annual amounts for the subscription year (as Section 34 defines it) in which the termination or cancellation occurs and for the next subscription year, unless an Order Form provides otherwise. That balance is the price the subscriber agreed to pay for the subscription term when it ordered or renewed. It is not a sum payable on breach in place of performance, and it is not compensation, a charge, or liquidated damages for the breach. Apex Edge Sales Engineering Limited will give credit for every amount it actually receives towards that price, and will not recover the same amount twice.

Failed payment and payment restoration questions should be sent to billing@apexedgesalesengineering.com.

15. Refunds

Unless required by law, expressly provided in the Agreement (as Sections 10, 14, and 30 of these terms, including where Sections 29, 34, and 38 apply the refund that Section 30 provides, Sections 25 and 28 of the Pricing and Plans Legal Information, and Section 9.6 of the Data Processing Agreement provide), or expressly agreed in writing, fees are non-refundable. This includes unused time, unused features, unused users, unused seats, unused WinIndex allowance, a WinIndex top-up, early cancellation, non-use, downgrade, a reduction in seats, or failure to export data before termination.

Apex Edge Sales Engineering Limited may choose to issue a refund, credit, or concession at its discretion. Doing so does not create a right to future refunds, credits, or concessions.

Refund administration questions should be sent to billing@apexedgesalesengineering.com. Formal refund disputes should be sent to legal@apexedgesalesengineering.com.

16. Renewal

Subscriptions renew automatically unless cancelled or not renewed in accordance with these terms. Unless a longer term has been agreed in writing, a subscription renews for successive subscription terms of one year.

Everything on a subscription renews on a single renewal date: the platform fee, every seat, and the WinIndex allowance, whenever during the term a seat was added or a move to a higher plan or edition was made. A subscription renews on the plan, in the edition, and with the number of seats then held, as adjusted by any reduction in seats or move to a lower plan or edition that takes effect on that date under Section 18. Where a higher plan or edition, or seats, are being provided without charge at the renewal date, Section 28 of the Pricing and Plans Legal Information determines what the subscription renews on and how notice of it is given. A subscription renews on a higher plan or edition than the subscriber purchased, or with a charge for seats that were provided without charge, only as that Section provides.

Renewal date. In the Agreement, the renewal date is the date on which the subscription term ends and renews. Where a subscription term longer than one year has been agreed in writing, references to the renewal date in the provisions of the Agreement about seats, concessions, and notices of fees are instead to the next anniversary of the start of the subscription term on which fees fall to be charged. This does not allow the fees agreed for a subscription term longer than one year to be changed during it.

The subscriber may cancel at any time before the renewal date. No minimum notice period applies, but a cancellation given by email takes effect only if the email is deemed received, as Section 36 provides, before the renewal date. Cancellation takes effect at the end of the then-current subscription term: the subscription does not renew, and access continues until that term ends, as set out in Section 17. Fees for that term remain payable.

Cancellation or non-renewal may be completed through the Billing Portal (the Stripe Customer Portal), which is opened from the Billing page of the subscriber's workspace where it is available, by written notice to legal@apexedgesalesengineering.com or billing@apexedgesalesengineering.com, or through another cancellation process approved by Apex Edge Sales Engineering Limited.

Operational cancellation and billing questions should be sent to billing@apexedgesalesengineering.com. A written notice of cancellation or non-renewal may be sent to either address given above.

17. Cancellation

Cancellation stops future renewal but does not automatically refund fees already paid.

Unless otherwise stated:

• cancellation does not end the then-current subscription term early;
• access may continue until the end of the then-current subscription term;
• fees remain payable for the whole of the then-current subscription term, which is one year unless a longer term has been agreed in writing;
• the subscriber is responsible for exporting required data before access ends.

The minimum subscription term (see Section 8) and each renewal term (see Section 16) are each a fixed term. Whenever during the then-current subscription term the subscriber cancels, it remains responsible for the fees for the whole of that term, which are payable as Sections 10, 11, and 13 provide and non-refundable as Section 15 provides, unless Apex Edge Sales Engineering Limited agrees otherwise in writing.

This Section concerns cancellation by the subscriber. It is subject to Section 30, which gives the subscriber a right to terminate for a material breach by Apex Edge Sales Engineering Limited that is not remedied, and provides the refund that then applies.

18. Downgrades and upgrades

The platform fee, the plan, the edition, and the number of seats are fixed for the subscription term. They may be changed during the term only as this Section provides.

Adding seats. Seats may be added at any time, subject to "When a change may be declined" below. Added seats are available immediately and are charged pro rata for the remainder of the subscription term, and at the full seat fee from the next renewal date.

Reducing seats. The number of seats may be reduced only with effect from the next renewal date, and never below the five included in the platform fee. A request to reduce is not accepted while more named users, including pending invitations, hold a seat than the reduced number; the subscriber is responsible for first removing users or withdrawing invitations to bring its workspace within that number. While a reduction is waiting to take effect, the subscriber may not take the workspace above the reduced number of named users, including pending invitations, and an invitation or reactivation that would do so may be refused; to add more, the subscriber first withdraws the reduction from the Billing page of its workspace. No refund or credit is given for seats not used during the subscription term, including where a user leaves or their access is removed.

More named users than seats. If at any time more named users, including pending invitations, hold a seat than the number of seats held, Apex Edge Sales Engineering Limited will first give the subscriber notice of the excess, as Section 36 provides, and a time, stated in the notice and not less than 7 days, within which to reduce its named users, including pending invitations, to the number of seats held or to add seats. It may refuse invitations and reactivations until the subscriber has done one or the other. Where the subscriber does either within that time, no seat fee is payable for the excess for the period before it did so, and seats it adds are charged as "Adding seats" above provides. Where it does neither, the subscriber must pay the seat fee for each additional named user, pro rata from the date on which the excess arose to the next renewal date. In this Section, the seat fee is the annual fee for a seat published in Section 22 of the Pricing and Plans Legal Information that applies to the subscription for the subscription term in which the excess arises. Apex Edge Sales Engineering Limited may invoice that amount at any time after the time stated in the notice has passed. The invoice is payable within 30 days of its date, and Section 14 applies if it is not paid. This paragraph does not apply to a named user added by Apex Edge Sales Engineering Limited otherwise than at the subscriber's request until the next renewal date after Apex Edge Sales Engineering Limited tells the subscriber that a seat is required for each named user in excess of the number of seats held, and it then applies from that renewal date, as if the excess had arisen on that date. Apex Edge Sales Engineering Limited tells the subscriber by email to the workspace's administrators and billing administrators and by a notice in the service addressed to its administrators, either of which is sufficient, and its record of the date on which it did so is evidence of that date. This paragraph applies to an excess caused by the withdrawal of seats provided without charge only as Section 28 of the Pricing and Plans Legal Information provides.

Upgrades. A move from Standard to Premium, or from the WinEdge edition to the Full WinCommand edition, may be made at any time, subject to "When a change may be declined" below. It takes effect immediately and is charged pro rata for the remainder of the subscription term, as the difference between the two platform fees for that period. The higher platform fee applies in full from the next renewal date. A WinIndex top-up already purchased remains valid until the end of that subscription year, and no refund or credit is given for it. WinIndex assessments already created in that subscription year count against the allowance of the new plan.

Downgrades. A move from Premium to Standard, or from the Full WinCommand edition to the WinEdge edition, takes effect only from the next renewal date. No refund or credit is given. From that date, access to any capability or module that the new plan or edition does not include ends. Records already created are not deleted by the move itself and remain subject to Sections 19 and 20, but they may no longer be accessible in the service. The subscriber is responsible for exporting any data it requires before the move takes effect.

Seats and plan changes. A change of plan or edition does not change the number of seats.

Pro rata. A pro rata charge is the proportion of the relevant annual fee that corresponds to the part of the subscription term still to run when the change is made.

When a change may be declined. A change under this Section is ordinarily made through the service and takes effect only once the service confirms it. A change that Apex Edge Sales Engineering Limited makes at the subscriber's request, such as seats beyond the number that can be ordered online, or a change of plan or edition while a higher plan or edition is being provided without charge, takes effect when Apex Edge Sales Engineering Limited confirms it. It confirms such a change, and what is charged for it, by email to the workspace's administrators and billing administrators or by a notice in the service addressed to its administrators, and may confirm it by another method that Section 36 allows. Apex Edge Sales Engineering Limited may decline or defer a change, including while any amount is overdue, while access is suspended, where the subscription has been cancelled or is set to end, while a higher plan, edition, or seats are being provided without charge, where the change cannot be completed for a payment or technical reason, or where it would exceed the number of seats that can be ordered online. A change of plan in one direction and of edition in the other is made as two changes, each taking effect as this Section provides.

Concessions. A higher plan or edition, or seats, provided without charge by Apex Edge Sales Engineering Limited is a concession and not a change under this Section. Section 28 of the Pricing and Plans Legal Information applies to it.

The effect of a plan or edition change may also include export changes or support level changes.

Plan change and billing questions should be sent to billing@apexedgesalesengineering.com.

19. Subscriber data and exports

The subscriber owns or controls the data it enters into ApexIQ WinCommand™.

During the active subscription term, ApexIQ WinCommand™ supports CSV exports and PDF exports on all paid plans, and scheduled CSV exports on the Premium plan. A JSON "Download my data" personal-data export is also available on every plan. Export availability varies by plan.

Unless otherwise agreed:

• the CSV, PDF, and scheduled exports are available during the active subscription term and are not available after it ends;
• the JSON "Download my data" export is available during the subscription and, as a data subject right, during the limited retention window after termination, expiry, or suspension, until subscriber content is permanently deleted (see Section 20);
• the subscriber is responsible for exporting any required data before access ends or before the data is deleted;
• Apex Edge Sales Engineering Limited is not responsible for converting exported data into other formats.

20. Deletion after termination

• Subscriber content is scheduled for permanent deletion from active systems 30 days after subscription termination, expiry, or account closure (other than a closure at the subscriber's request, where the content is deleted as the fourth item below provides). For a workspace that is not on a trial, has no subscription with the payment provider (for example, a workspace that Apex Edge Sales Engineering Limited has given a plan), and is not already scheduled for deletion, the 30 days run from suspension of access. Deletion is carried out by a scheduled process on or shortly after that date, and deleted content cannot be recovered.
• The ability to subscribe again online and keep the content ends shortly before the deletion date. Where the content can still be kept by subscribing, the service shows a date by which to subscribe or, in the final days, says to subscribe that day. Where a scheduled deletion date applies to the workspace, the service also shows the workspace's administrators and billing administrators, when they are signed in, the date on which the content is scheduled to be deleted or, once that date has passed, that deletion is due. No date is shown to a workspace that is not scheduled for deletion, including while a subscription for it remains live. The date shown is the date then scheduled, and it may change as this Section provides. Section 15 of the Data Processing Agreement provides for the deletion date to be confirmed on request.
• Where the service shows a date, that date applies to what it describes; where it shows none, the dates are as stated in this Section. The deletion date is normally as stated above. It may be later where a suspension of access is lifted after the subscription ended during it, where Apex Edge Sales Engineering Limited gives the workspace a plan or extends a trial, or while a subscription for the workspace (including one whose invoice is overdue) remains live with the payment provider or its status cannot be confirmed. Where Apex Edge Sales Engineering Limited gives a plan to a suspended workspace whose 30 days have already run out, no deletion date applies until its access is restored and later ends or is suspended again. The Data Processing Agreement governs the deletion of personal data processed on the subscriber's behalf.
• Subscriber content may be deleted earlier where the subscriber asks, where a registration is never verified, where the workspace is closed at the subscriber's request, where the Agreement otherwise permits content to be removed (including content that breaches the Acceptable Use Policy, under Section 21 of that policy), where deleting particular content is necessary to contain a security incident affecting the service, or where the law requires it. Apex Edge Sales Engineering Limited is not obliged to retain subscriber content until the scheduled deletion date in those cases. Section 14.2 of the Data Processing Agreement sets out the cases for personal data processed on the subscriber's behalf, and provides that the subscriber is told where content is deleted to contain a security incident.
• Apex Edge Sales Engineering Limited is not obliged to retain subscriber content beyond the deletion date, or to restore it, and a later date in one case gives no right to a later date in any other.
• Deleted subscriber content may remain in backups for up to 7 days before expiry or overwriting in the ordinary daily backup cycle.
• Deletion from active systems or from backups is paused or overridden only as Section 15 of the Data Processing Agreement provides.

21. Restricted Data

Subscribers must not enter Restricted Data into ApexIQ WinCommand™ unless expressly approved in writing by Apex Edge Sales Engineering Limited.

Restricted Data includes:

• special category personal data;
• criminal offence data;
• children's data;
• raw payment card information;
• passwords, secrets, private keys, API keys, or access tokens;
• production customer data unrelated to Sales Engineering deal execution;
• highly confidential security vulnerability information;
• unlawful, infringing, defamatory, discriminatory, malicious, or harmful content;
• information the subscriber is not authorised to process or disclose.

Apex Edge Sales Engineering Limited may suspend or remove access where Restricted Data is entered or suspected.

22. Acceptable use

The subscriber and its authorised users must comply with the Acceptable Use Policy.

The subscriber must not use ApexIQ WinCommand™ to violate law, infringe third-party rights, compromise security, access another subscriber's data, reverse engineer the service, scrape or extract data unlawfully, build or train a competing service, send spam or unlawful communications, enter Restricted Data, misuse outputs, or overload or disrupt the service.

23. Outputs, scores, and recommendations

ApexIQ WinCommand™ may generate outputs, scores, recommendations, risk indicators, summaries, reports, templates, or exports.

These outputs are provided for operational support and human review. They are not legal advice, security advice, privacy advice, procurement advice, compliance advice, tax advice, accounting advice, financial advice, or professional advice.

Outputs, including scores, indexes, maturity ratings, forecasts, risk indicators, recommendations, and coaching guidance, are decision-support information. They are calculated from the information the subscriber and its authorised users enter and from the configuration the subscriber chooses, and they are only as complete, accurate, and current as that information. Apex Edge Sales Engineering Limited does not verify what the subscriber enters.

The subscriber is responsible for reviewing outputs before relying on them. No output guarantees a Technical Win, customer contract, revenue outcome, forecast outcome, procurement approval, or compliance outcome. The subscriber remains solely responsible for the decisions it makes and the actions it takes, including decisions to pursue, qualify, forecast, resource, or withdraw from an opportunity or bid, whether or not they are made in reliance on an output.

24. Support

Support is provided on a commercially reasonable basis in accordance with the applicable plan description.

Unless expressly agreed otherwise:

• no response time is guaranteed;
• no resolution time is guaranteed;
• no uptime percentage applies;
• no service credit applies;
• no recovery time objective applies;
• no recovery point objective applies.

Support requests should be sent to support@apexedgesalesengineering.com. Billing questions should be sent to billing@apexedgesalesengineering.com. Security reports should be sent to security@apexedgesalesengineering.com.

25. Security

Apex Edge Sales Engineering Limited uses technical and organisational measures designed to protect ApexIQ WinCommand™.

No security certification, completed penetration testing claim, encryption at rest commitment, data residency commitment, uptime commitment, recovery commitment, or service credit is provided unless expressly stated in writing in an Order Form or other written agreement.

Suspected security issues or vulnerability concerns should be reported to security@apexedgesalesengineering.com.

26. Privacy and data protection

The Product Privacy Notice explains how Apex Edge Sales Engineering Limited handles personal data for which it is controller. The Data Processing Agreement governs personal data it processes on the subscriber's behalf.

Privacy, cookie, and data rights requests should be sent to privacy@apexedgesalesengineering.com.

The subscriber is responsible for ensuring it has the right to enter personal data into ApexIQ WinCommand™ and for providing any required privacy information to its own users, customers, prospects, and stakeholders.

27. Third-party suppliers

ApexIQ WinCommand™ may use third-party suppliers for hosting, database, authentication, storage, payment processing, subscription management, invoicing, transactional email, application hosting, serverless functions, content delivery, and security and operational infrastructure.

Current suppliers include Supabase, Stripe, Resend, Netlify, and Google. They are listed in the Sub-processor List.

28. Changes to the service

Apex Edge Sales Engineering Limited may update, modify, improve, remove, suspend, or replace features from time to time.

The service may change due to product development, security requirements, legal requirements, supplier changes, customer feedback, operational needs, technical constraints, or commercial reasons.

Apex Edge Sales Engineering Limited does not guarantee that any planned or roadmap feature will be released.

Section 38 applies where a change to the Agreement would, during a subscription term, materially reduce the core functions (as Section 38 defines them) of the plan and edition the subscriber has purchased.

29. Suspension

Apex Edge Sales Engineering Limited may suspend access where it reasonably believes that:

1. payment is overdue, other than a part of an invoice validly withheld under item 5 of Section 14;
2. the subscriber has breached the Agreement;
3. there is a security risk;
4. access credentials are compromised;
5. Restricted Data has been entered;
6. the service is being misused;
7. suspension is required by law, supplier requirement, regulator, court order, or security need;
8. continued access may harm Apex Edge Sales Engineering Limited, subscribers, users, suppliers, or third parties;
9. there is a genuine dispute about who is authorised to act for the subscriber in relation to its workspace.

Apex Edge Sales Engineering Limited notifies the subscriber of a suspension, before or promptly after it takes effect, by email sent to the addresses the service holds for the workspace's administrators and billing administrators, unless giving notice would be unlawful, and may also give notice by another method that Section 36 allows. It will tell the subscriber the reason for a suspension, in that notice or on request, unless giving the reason could prejudice an investigation, the security of the service, the rights of another person, or compliance with a legal obligation. A failure to give notice, or the failure of a notice to arrive, does not affect the validity of a suspension.

Apex Edge Sales Engineering Limited is not liable to the subscriber for a suspension that this Section permits. For the purposes of this Section, a failure to pay an amount by its due date is a breach by the subscriber, whether or not the subscriber disputes the amount, unless the amount unpaid is a part of an invoice validly withheld under item 5 of Section 14, or Apex Edge Sales Engineering Limited agrees in writing, or it is finally determined, that the whole of the amount unpaid was not due. Where access is suspended because of the subscriber's breach of the Agreement, including non-payment, fees continue to accrue and remain payable during the suspension, the subscription term is not extended, and no refund or credit is given for the period of suspension. Where access is suspended otherwise than because of a breach, act, or omission of the subscriber or its users, a compromise of the access credentials of the subscriber or its users, or a dispute within item 9, the fees remain payable and the subscription term is not extended, except as the next sentence provides. Where such a suspension continues for more than 30 consecutive days, the subscriber may terminate the subscription by written notice to legal@apexedgesalesengineering.com, given while the suspension continues, and the refund that Section 30 provides on termination by the subscriber then applies as its sole and exclusive remedy. Where the subscription has not ended, access is restored when Apex Edge Sales Engineering Limited is reasonably satisfied that the cause of the suspension has been resolved.

30. Termination

Termination by Apex Edge Sales Engineering Limited. Without limiting Section 14 or any other right or remedy under these terms or applicable law, Apex Edge Sales Engineering Limited may terminate the subscription by written notice, with immediate effect or from a date stated in the notice, if the subscriber:

1. commits a material breach of the Agreement which is not capable of remedy, or which it fails to remedy within 14 days of written notice specifying the breach and requiring it to be remedied;
2. repeatedly breaches the Agreement, whether or not each breach is remedied; or
3. to the extent the law permits termination on that ground, is unable to pay its debts as they fall due, enters into administration, liquidation, or any arrangement with its creditors, has a receiver or similar officer appointed over any of its assets, ceases or threatens to cease to carry on business, or suffers any similar event in any jurisdiction.

On termination by Apex Edge Sales Engineering Limited under this Section or under Section 14, no refund or credit is due, and Section 14 applies to the fees for the subscription term.

Termination by the subscriber for material breach. The subscriber may terminate a paid subscription by written notice to legal@apexedgesalesengineering.com if Apex Edge Sales Engineering Limited commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within 30 days after receiving written notice from the subscriber, sent to that address, which specifies the breach in reasonable detail and requires it to be remedied. The notice of termination must be given within 30 days after the end of that period, and termination takes effect when that notice is received.

None of the following is a material breach by Apex Edge Sales Engineering Limited: scheduled or emergency maintenance; a suspension, restriction, or change that the Agreement permits; a failure, interruption, or loss caused by the subscriber, its users, its systems, or its breach of the Agreement; a failure or interruption of a third-party service, network, or supplier that Apex Edge Sales Engineering Limited could not have avoided by taking reasonable care; and an event outside reasonable control, as Section 34 describes.

On termination by the subscriber under this Section, Apex Edge Sales Engineering Limited will refund the fees the subscriber has paid in advance for the period of the subscription term after the effective date of termination, calculated pro rata by the day, and fees for that period that have not been paid cease to be payable. Fees for the period up to the effective date of termination remain payable. The charge for a WinIndex top-up is refunded only where the additional assessment has not been used. That refund and release are the subscriber's sole and exclusive remedy in respect of the termination and of the loss of the service for the remainder of the subscription term. Any other claim in respect of the breach itself remains subject to the exclusions and limits in Section 34, and the amount refunded counts towards the limit in that Section.

During a subscription term the subscriber may terminate the subscription only as this Section and Sections 29, 34, and 38 of these terms provide, save for any right to terminate that the law does not allow to be excluded. The subscriber may cancel renewal at any time as Sections 16 and 17 provide; that cancellation takes effect at the end of the then-current subscription term and is not termination during it. This does not affect Section 9.6 of the Data Processing Agreement, under which Apex Edge Sales Engineering Limited may end an affected subscription with a refund where an objection to a new sub-processor cannot be resolved.

Consequences. On termination or expiry of the subscription for any reason, the subscriber's right to access and use the service ends, subject to Section 19, and Section 20 applies to its content.

Termination does not affect accrued payment obligations, confidentiality obligations, intellectual property rights, data protection obligations, limitations of liability, or clauses intended to survive termination.

Formal termination notices should be sent to legal@apexedgesalesengineering.com. Operational cancellation questions should be sent to billing@apexedgesalesengineering.com.

31. Intellectual property

ApexIQ WinCommand™, ApexIQ methods, templates, structures, prompts, scoring logic, documentation, software, branding, user interface, workflows, service logic, and related intellectual property are owned by Apex Edge Sales Engineering Limited or its licensors.

The subscriber must not:

• copy, modify, adapt, translate, or create derivative works of the service;
• reverse engineer, decompile, disassemble, or attempt to derive source code, prompts, scoring logic, recommendation logic, templates, workflows, or methods;
• scrape, extract, benchmark, or analyse the service for competitive purposes;
• use the service to build, train, support, or improve a competing product or service;
• use the service, or its methods, scoring frameworks, criteria, guidance, coaching content, or templates, to train, fine-tune, test, or evaluate any machine learning or artificial intelligence model;
• extract, reproduce, or disclose to any third party the methods, scoring frameworks, criteria, guidance, coaching content, or templates of the service, except as Section 32 allows;
• remove proprietary notices;
• use Apex Edge Sales Engineering Limited names, trade marks, or branding without written permission.

Nothing in the Agreement transfers any intellectual property right to the subscriber. The subscriber's right to use the service is a non-exclusive, non-transferable right, for the subscription term, for its internal business purposes, and within the plan, edition, and seats purchased.

32. Confidentiality

Each party must protect the other party's confidential information and use it only for the purposes of the Agreement.

The subscriber must keep non-public product, technical, pricing, security, roadmap, supplier, or operational information confidential.

The methodology of ApexIQ WinCommand™, including its scoring frameworks, criteria, maturity models, gate logic, guidance, coaching content, and templates, is confidential information of Apex Edge Sales Engineering Limited, whether or not it is marked as confidential, and is its intellectual property under Section 31. The subscriber may use it only through the service, for its internal business purposes, during the subscription term, and must not extract it, reproduce it outside the service, or disclose it to any third party. This does not prevent the subscriber using, for its internal business purposes, the reports and exports that the service produces about the subscriber's own opportunities, bids, and assessments.

The obligations in this Section do not apply to information that is or becomes public other than through a breach of the Agreement, that the receiving party already lawfully held or independently developed without use of the other party's information, or that must be disclosed by law or by a court or regulator of competent jurisdiction, in which case the receiving party will, where lawful, give the other party prompt notice. They continue after termination.

33. Warranty disclaimer

ApexIQ WinCommand™ is provided "as is" and "as available" in accordance with the applicable Agreement.

Except as expressly stated in the Agreement, and to the maximum extent permitted by law, Apex Edge Sales Engineering Limited gives no warranties, conditions, or representations of any kind, whether express, implied, or statutory, and does not warrant that the service will be:

• uninterrupted;
• error-free;
• secure;
• available at all times;
• complete;
• accurate;
• suitable for any particular purpose;
• free from defects;
• compatible with subscriber systems.

All warranties, conditions, and terms implied by statute or common law are excluded to the maximum extent permitted by law.

34. Liability

Nothing in the Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. The exclusions in the next paragraph do not apply to the liability of Apex Edge Sales Engineering Limited for its deliberate and repudiatory refusal to perform the Agreement, but the limits in this Section, and the time limit for claims, apply to that liability. A suspension, restriction, change, or termination that the Agreement permits is not such a refusal.

Subject to the paragraph above, Apex Edge Sales Engineering Limited is not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• loss of profit;
• loss of revenue;
• loss of business, contracts, or opportunity;
• loss of anticipated savings;
• loss of goodwill or reputation;
• loss, corruption, or inaccuracy of data;
• business interruption;
• wasted expenditure or wasted management time;
• indirect, special, or consequential loss or damage,

even if the loss or damage was foreseeable or Apex Edge Sales Engineering Limited was advised of its possibility.

Subject to the first paragraph, the total aggregate liability of Apex Edge Sales Engineering Limited arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, under any indemnity, or otherwise, will in no event exceed the total Fees paid or payable by the subscriber to Apex Edge Sales Engineering Limited for the Service under the Agreement. Where the amount otherwise recoverable would be lower, the lower amount applies. Where no Fees are paid or payable for the Service, that limit is £100, and the limit for a subscription year in the next paragraph does not reduce it.

Within that overall limit, and subject to the first paragraph, the total aggregate liability of Apex Edge Sales Engineering Limited in respect of all claims arising in a subscription year will not exceed the Fees paid or payable by the subscriber to Apex Edge Sales Engineering Limited for the Service for that subscription year. Where no Fees are paid or payable for the subscription year in which a claim arises, including a claim arising after the subscription has ended, the limit for that claim is the Fees paid or payable for the last subscription year for which Fees were paid or payable, and claims to which this sentence applies count, together with the claims arising in that last subscription year, towards that one limit. This sentence does not apply where no Fees are paid or payable for the Service at all, in which case the limit is as the paragraph above provides. A subscription year is each period of 12 months beginning on the date the subscription begins or on an anniversary of that date. A claim arises in the subscription year in which the act or omission giving rise to it first occurred, and a series of connected acts or omissions is treated as arising in the subscription year in which the first of them occurred. Each limit in this Section applies to all claims in aggregate and not to each claim. Every refund, credit, and other sum that Apex Edge Sales Engineering Limited pays or allows to the subscriber in respect of a subscription year, including a refund under Section 30, counts towards the limits in this Section, other than the repayment of an amount that was not due.

The subscriber is responsible for the accuracy and completeness of the information it and its authorised users enter, for maintaining its own records, backups, and exports, for reviewing outputs before relying on them, for the decisions it makes, and for exporting required data before access ends. Apex Edge Sales Engineering Limited is not liable for any outcome of a deal, Technical Win, forecast, or commercial activity, or for decisions made in reliance on outputs.

Time limit for claims. Subject to the first paragraph, Apex Edge Sales Engineering Limited has no liability for a claim arising out of or in connection with the Agreement unless the subscriber gives written notice of the claim to legal@apexedgesalesengineering.com, with reasonable detail of the circumstances and of the loss claimed, within 12 months after the date on which the subscriber became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. This does not extend the time for disputing an invoice under Section 14 or for claiming the remedy in Section 28 of the Pricing and Plans Legal Information.

Events outside reasonable control. Apex Edge Sales Engineering Limited is not in breach of the Agreement, and is not liable, for any failure or delay in performing its obligations to the extent it is caused by an event or circumstance outside its reasonable control. Such events include the failure or interruption of a hosting, network, payment, email, or other third-party service or supplier that Apex Edge Sales Engineering Limited could not have avoided by taking reasonable care, a denial-of-service or other malicious attack, a failure of the internet, of telecommunications, or of power, an act or requirement of a government, court, or regulator, a change of law, industrial action, epidemic, fire, flood, and other natural events. The subscriber's obligation to pay is not affected, except as this paragraph provides. If such an event leaves the service wholly unavailable to the subscriber for a continuous period of more than 30 days, either party may terminate the subscription by written notice while it remains unavailable, and the refund that Section 30 provides on termination by the subscriber then applies as the subscriber's sole and exclusive remedy, except that it is calculated from the first day of that period of unavailability and not from the effective date of termination.

The fees reflect the allocation of risk in the Agreement, including the exclusions and limits in this Section, and the subscriber is able to insure against, or otherwise manage, the losses that this Section excludes. Each exclusion and limitation in this Section is a separate provision. If any of them is found to be unenforceable, the others continue to apply.

These exclusions and limitations apply to the maximum extent permitted by law and survive termination.

35. Subscriber indemnity

The subscriber will indemnify and keep indemnified Apex Edge Sales Engineering Limited against all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• the subscriber's or its authorised users' breach of the Agreement, including the Acceptable Use Policy;
• the subscriber's entry, storage, or processing of Restricted Data;
• content the subscriber or its authorised users enter into ApexIQ WinCommand™, including any claim that such content infringes the rights of a third party or breaches applicable law;
• the subscriber's failure to obtain any rights, permissions, or consents required to enter personal data into the Service;
• the subscriber's unlawful, unauthorised, or improper use of the Service or its outputs.

36. Contact points

Purpose	Email
General enquiries	contact@apexedgesalesengineering.com
Legal notices and contractual correspondence	legal@apexedgesalesengineering.com
Billing, invoices, VAT, refunds, payment, and purchase orders	billing@apexedgesalesengineering.com
Product support	support@apexedgesalesengineering.com
Privacy, cookies, and data rights	privacy@apexedgesalesengineering.com
Security reports and vulnerability concerns	security@apexedgesalesengineering.com

Notices. Unless these terms provide another method for the matter concerned (as Section 16 does for cancellation and item 5 of Section 14 does for an invoice dispute, each of which may be notified to either of the two addresses it gives), a notice from the subscriber under the Agreement is given by email to the address this Section gives for the matter concerned. A notice from Apex Edge Sales Engineering Limited under the Agreement, including a written notice, may be given by email to the workspace's administrators, to its billing administrators, or to the billing contact the subscriber has provided, or by a notice in the service addressed to the workspace's administrators. An email is deemed received at the time it is sent if it is sent before 5.00 pm UK time on a business day, and otherwise at 9.00 am UK time on the next business day, unless in either case the sender receives a delivery failure message. A business day is a day other than a Saturday, a Sunday, or a public holiday in England. A notice in the service is deemed received when it is posted, provided the workspace is then open to its administrators so that they can read notifications in it; where it is not (including while access is suspended, or after a subscription or trial has ended), notice is given by email. An email to the workspace's administrators or billing administrators is given when it is sent to the active administrators or billing administrators whose email addresses the service holds, and a failure in sending to, or in delivery to, any of them does not affect the notice given to the others. The subscriber is responsible for keeping the email addresses of its administrators, its billing administrators, and its billing contact current and monitored. Where the subscriber has not kept those addresses current, a notice sent to the last address that the service or Apex Edge Sales Engineering Limited holds for any of them is validly given, whether or not that address is still in use, and a notice that cannot be delivered to any address held for the subscriber for that reason is deemed received at the time this paragraph would otherwise provide. Where Apex Edge Sales Engineering Limited receives a delivery failure message for every address to which it sent a notice, it will also post the notice in the service where the workspace is then open to its administrators. This paragraph does not apply to the service of proceedings or other documents in any legal action. It is without prejudice to Section 38, which provides how changes to these terms are notified, and to any method of notice that another document forming part of the Agreement provides for a matter it governs.

37. Governing law and jurisdiction

These Online Subscription Terms, the Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation, including any non-contractual dispute or claim, are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction, except that Apex Edge Sales Engineering Limited may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, systems, or security.

38. Changes to these terms

Apex Edge Sales Engineering Limited may update these Online Subscription Terms, and each other document that forms part of the Agreement, from time to time. The current version of each is the one published on the ApexIQ WinCommand™ website, and it applies from the effective date shown on it. Where another document has its own provision for changes, that provision applies as well.

Acceptance carries forward. Where a subscriber or an authorised user has accepted these terms, that acceptance applies to later versions as well. A fresh acceptance is not required each time these terms are updated, and continued use of ApexIQ WinCommand™ after an updated version takes effect constitutes acceptance of that version, in each case where permitted by law.

Where a change materially affects subscriber obligations, fees, or the service, Apex Edge Sales Engineering Limited will provide reasonable notice where practicable, by email, account notice, in-product notice, website notice, or another reasonable method.

When a change takes effect. A change takes effect on the effective date shown on the updated version. A change to the Agreement that materially increases the fees for a subscriber's then-current subscription term applies to that subscriber only from its next renewal date, unless the change is required by law or the subscriber agrees to it. Section 10 then determines whether it applies to the renewal term. A change to the Agreement that materially reduces the core functions of the plan and edition the subscriber has purchased for its then-current subscription term applies to that subscriber only from its next renewal date, unless:

1. the change is required by law, a court, or a regulator;
2. the change is reasonably required for the security or integrity of the service;
3. the change results from a change of sub-processor or other supplier; or
4. the subscriber agrees to it.

A change to the Agreement, other than a change to the fees or to the core functions, that materially increases the subscriber's obligations or liabilities, or materially reduces its rights or remedies, under the Agreement applies to that subscriber only from its next renewal date, unless the change is required by law, a court, or a regulator, the change is reasonably required for the security or integrity of the service, or the subscriber agrees to it. A change to a document that records a change to the service made under Section 28 is not, for that reason alone, a change within this paragraph. Every other change applies to every subscriber from the effective date of the updated version. For this purpose the core functions are the modules that the edition purchased comprises and the capabilities that Section 22 of the Pricing and Plans Legal Information lists for the plan purchased. A charge for a change the subscriber itself makes under Section 18, an amount payable under Section 14, and a change in the rate of any tax are not increases in the fees. The rules in this paragraph that defer a change to the next renewal date do not apply to a free trial. For the purposes of the exceptions in this Section that depend on the subscriber agreeing to a change, the subscriber agrees to a change only where it does so expressly. Continued use of the service is acceptance of the current version, as "Acceptance carries forward" above provides, but it is not agreement to a change for that purpose.

The subscriber's remedy. Where a change applies during a subscription term under this Section without the subscriber's agreement and is materially adverse to the subscriber, the subscriber's sole remedy in respect of the change is to cancel renewal under Section 16. Where the change is a reduction of core functions within item 3 and is not also within item 1 or 2, the subscriber may instead terminate the subscription by written notice to legal@apexedgesalesengineering.com, given within 30 days after notice of the change, and the refund that Section 30 provides on termination by the subscriber then applies as its sole and exclusive remedy. This does not affect Section 9.6 of the Data Processing Agreement.

A subscriber that does not wish to continue under an updated version may cancel renewal as Sections 16 and 17 provide. Cancellation takes effect at the end of the then-current subscription term, the updated version applies until then as this Section provides, and fees remain payable and non-refundable as Sections 15 and 17 provide.

39. Entire agreement

In these terms, the Agreement means the documents listed in Section 3, together with any Order Form or other written agreement signed as the Variation paragraph of this Section requires and the checkout order summary that applies to the subscription.

In these terms, a reference to the service or the Service is to ApexIQ WinCommand™ as Section 4 and the Service Description describe it, a reference to fees or Fees is to the amounts payable under the Agreement as Section 10 describes, and a reference to Confidential Information is to the confidential information that Section 32 protects. In the Agreement, an Order Form is a written order for a subscription, if any, that both parties have signed and that is signed for Apex Edge Sales Engineering Limited as the Variation paragraph of this Section requires. Neither a purchase order issued by the subscriber nor an order placed in the service for payment by bank transfer is an Order Form. In these terms, an authorised user is an individual the subscriber permits to use the service under Section 6, and the subscription term is the minimum subscription term or the renewal term then running.

The Agreement is the entire agreement between the parties in relation to its subject matter. It replaces all earlier proposals, quotations, presentations, demonstrations, correspondence, discussions, marketing material, roadmap statements, and other communications relating to that subject matter, whether written or spoken.

Each party confirms that it has not relied on any statement, representation, assurance, or warranty that is not set out in the Agreement. Each party's only remedy in respect of a statement that is set out in the Agreement is for breach of contract.

Nothing in this section limits or excludes liability for fraud or fraudulent misrepresentation, and Section 34 continues to apply to every part of the Agreement.

This section does not change the order of precedence in Section 3, and it does not affect the precedence the Data Processing Agreement is given by its own conflict provisions.

General provisions. The following also apply to the Agreement.

Severance. If any provision of the Agreement, or any part of a provision, is found by a court or other competent authority to be invalid, unlawful, or unenforceable, it is treated as modified to the minimum extent needed to make it valid, lawful, and enforceable or, where that is not possible, as deleted. The rest of that provision and of the Agreement continues in full effect.

No waiver. A failure or delay by a party in exercising a right or remedy is not a waiver of it, and a single or partial exercise of a right or remedy does not prevent its further exercise. A waiver is effective only if it is given in writing, and a waiver by Apex Edge Sales Engineering Limited that releases the subscriber from any fees is effective only if it is signed for it by a director. For this purpose a waiver is signed by a director only where it is a separate document that states that it is a waiver and bears the director's signature, made by hand or through an electronic signature service. A refund or credit that Apex Edge Sales Engineering Limited chooses to give under Section 15 is not a waiver for this purpose, and takes effect when it is paid or applied.

Variation. The Agreement is varied, as to the fees, what a plan or edition includes, the subscription term, the liability of either party, any commitment as to support, service levels, availability, security, or the location of data, or the wording of any document forming part of it, only by a change made under Section 10 or Section 38, or by an Order Form or other written agreement signed for Apex Edge Sales Engineering Limited by a director. A document is signed for this purpose only where it is a separate document that states that it is an Order Form or that it amends the Agreement and bears the director's signature, made by hand or through an electronic signature service. An email, message, quotation, or statement from Apex Edge Sales Engineering Limited or any member of its staff, including a director, is not an Order Form or other written agreement signed as this paragraph requires and does not vary the Agreement. This paragraph does not apply to anything that the Agreement itself provides for or permits, which takes effect as the Agreement provides. That includes a change to the service under Section 28, an additional fee the subscriber agrees to under Section 7, a charge, change, or confirmation under Section 18 of these terms or Section 26 of the Pricing and Plans Legal Information, an additional email domain agreed and recorded under Section 6, a change of domain or of administration under Section 40, a concession, its withdrawal, and a renewal or a charge for seats on notice under Section 28 of the Pricing and Plans Legal Information, a refund or credit given under Section 15, an agreement under Section 14 or Section 29 that an amount was charged in error or was not due, a suspension, cancellation, or termination, an instruction given or an audit arranged under the Data Processing Agreement, and an extension or other change to a trial that the Trial Terms allow. Apart from the cases listed in the previous sentence, where the Agreement refers to Apex Edge Sales Engineering Limited agreeing, stating, or approving something in writing on any of the matters listed in the first sentence of this paragraph, or to its approving or agreeing in writing to the entry of Restricted Data, it means in an Order Form or other written agreement signed as this paragraph requires.

Rights and remedies. Except where the Agreement states that a remedy is the sole or exclusive remedy, the rights and remedies of Apex Edge Sales Engineering Limited under the Agreement are cumulative and are in addition to those the law provides.

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

Assignment. Apex Edge Sales Engineering Limited may assign, transfer, subcontract, or otherwise deal with any of its rights and obligations under the Agreement, including to a successor to all or part of its business, and the subscriber agrees to any such transfer. Subject to Sections 30 and 34, Apex Edge Sales Engineering Limited remains responsible for the acts and omissions of its subcontractors. The subscriber may not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under the Agreement without the prior written consent of Apex Edge Sales Engineering Limited.

No partnership. Nothing in the Agreement creates a partnership, joint venture, or relationship of agency or employment between the parties.

40. Workspace administration

One workspace per subscriber. ApexIQ WinCommand™ provides one workspace for each subscriber organisation, identified by the subscriber's email domain. A second workspace is not created for the same domain. Colleagues join the existing workspace by invitation from one of its administrators. This describes how the service operates and is subject to Section 28; it does not limit Sections 7 and 10, which allow a subscription to be limited by workspace and, in an Order Form, priced by the number of workspaces.

Changing the subscriber's domain. A subscriber's email domain can be changed, for example on a change of company name, by asking Apex Edge Sales Engineering Limited. The same conditions apply as to a request to reassign administration, below: reasonable evidence that the request is made by or for the subscriber may be required, and a domain already held by another subscriber cannot be taken. Unless the subscriber asks otherwise, the previous domain is kept as an agreed additional domain so that colleagues on it can still be invited while addresses are migrated.

How the first administrator is appointed. The first individual to register using an email address on the subscriber's domain creates the subscriber's workspace and becomes its first administrator. At registration that individual confirms that they are authorised to accept the Agreement for the subscriber, and acknowledges that they will hold the administrator role for the subscriber's workspace. Where Apex Edge Sales Engineering Limited creates the workspace at the subscriber's request, the first administrator is the individual the subscriber nominates, who gives the same confirmation and acknowledgement when first signing in, and references in this Section to the confirmation given at registration include that confirmation.

An administrator can manage users and their roles, manage billing and the subscription, configure the workspace, and see all content in it. This is distinct from the billing-only role, which can see and manage the subscription but no workspace content. A user who holds the billing-only role is a billing administrator.

Reliance on the confirmation of authority. Apex Edge Sales Engineering Limited relies on the confirmation of authority given at registration and under Section 2 and has no practical means of verifying a subscriber's internal arrangements. An individual who accepts the Agreement without the authority they confirm may be personally liable for breach of warranty of authority. Nothing in this Section limits any liability for fraud or fraudulent misrepresentation.

Responsibility. The subscriber is responsible for who holds the administrator role for its workspace and for the acts and omissions of its administrators and authorised users, as if they were the subscriber's own. This Section adds to, and does not limit, Sections 5 and 6.

Changing the administrator. An administrator may appoint further administrators and may transfer the administrator role to another user of the workspace at any time, using the facility provided in the service. ApexIQ WinCommand™ refuses a change of role, and a removal of a user, that would leave the workspace without an active administrator. The subscriber should ensure that the administrator role is held by a person it considers appropriate, and should transfer it where that is not the case.

Requests to reassign administration. Where the subscriber asks Apex Edge Sales Engineering Limited to change who administers its workspace, Apex Edge Sales Engineering Limited may do so but is not obliged to. It may first require reasonable evidence that the request is made by or for the subscriber and that the person making it is authorised, and may decline or defer a request where that evidence is not provided or where the request appears to be disputed. Any such change is recorded in our own operational records, and the user whose role changes is notified of their new role.

Internal disputes. Apex Edge Sales Engineering Limited is not responsible for resolving a dispute within the subscriber about who should hold the administrator role or have access to the workspace. Until it receives an instruction it is reasonably satisfied is given by or for the subscriber, it may continue to treat the current administrators as authorised to act for the subscriber in relation to the workspace. Where it reasonably believes that a genuine dispute or a security risk exists, it may suspend access under Section 29 while the position is resolved.