Xeroom Terms and Conditions

General Agreement

1.1  Agreement – By purchasing the Xeroom software licence (Plugin) and any additional services from us:  Peter Lloyd trading as Xeroom of 22 Harrison Close, Twyford, England, RG10 0LL (Xeroom), you as the Customer, agree to the following standard terms and conditions of supply listed below.  In layman’s terms these state that Xeroom has been developed by professional Woocommerce developers and has been tested for standard configurations of WooCommerce and Xero using the default theme.  It has not been tested for systems which have other plugins, different themes, customisations of Woocommerce or add-ins to Xero installed.  We provide it in good faith and recommend that it should be tested fully before being deployed on a live production system by an IT professional.  Xeroom cannot be held liable for any bugs, errors, failures to work as intended or any costs, remedies or financial losses arising from the use or failure of it.

1.2   Software Integration & Testing – Xeroom makes no warranty, express or implied, as to the “fitness of purpose” of the Xeroom Plugin software supplied nor its completeness and efficacy.  Xeroom warrants that the Xeroom Plugin has been fully tested with certain versions of Xero, Word Press, WooCommerce and php as described in the readme.txt file and is periodically but not fully retested with subsequent releases and versions of these.  It has not been tested with all versions and no warranty is given that later releases of Xeroom will still continue to work with earlier versions, which in time will not be supported.  It is the responsibility of the Customer to satisfy himself that the Xeroom Plugin is installed and integrated correctly by adequate testing on the Customer’s own staging (ie test environment) and/or live (ie production environment) systems.  Certain features that work at the time of purchase may not work for a period of time or at a later date due to the continual upgrading nature of the dependent software from the three parties who provide the underlying software platform ie Xero, Woocommerce and WordPress.  Xeroom provides its software in good faith but is not responsible for any costs or damages (direct or otherwise) arising from the use of it’s software due to failure of the software, bugs or interaction with other plugins or any other cause that might result in the software not working as intended. Xeroom is also not responsible for any costs in upgrading the Customer’s system.

1.3 Support – Customers are provided with support by email for duration of a valid licence, on a “best endeavours” basis, which usually means within 2 working days for a first response.  Support is provided on the basis that the Customer provides the requested information about his/her system, software versions, Xeroom settings along with adequate screenshots or video in order to describe the issue.  The Customer agrees to use their own competent and skilled IT and Xero bookkeeping professionals to help resolve support issues. In certain exception circumstances Xeroom may request access to the Customer’s own Woocommerce and Xero systems in order to investigate an issue.  In such an instance Xeroom staff will respect the confidentiality of any data as per our separate standard Non-Disclosure Agreement. No liability will arise to Xeroom if such investigation accidentally causes any loss of data or incident with the Customer’s production system.  In any case Xeroom staff will limit their activity to the Xeroom plugin and observing its operation using test products and test orders.  They will avoid touching any settings or disabling any plugin or theme. No warranty is given that exact cause of the support issue will be identified or resolved.  No warranty is given as to if and when any bugs identified will be provided with fixes.  No training, hand-holding or education on Xeroom, Woocommerce, WordPress or Xero and their features and operations will be requested by the Customer or provided by Xeroom under the guise of support.

1.4 Refunds –  Xeroom offers a 7-day money-back refund of any licence purchase from the date of purchase for any reason provided it is given in writing.  No refunds are given on any services whether provided or not.   Please bear in mind that Xeroom brings together three complex systems and is not intended to be a solution that provides everything an enterprise will need or to give what a bespoke solution that would cost 10-100 times the price.  We will try to resolve any issues that arise during installation and testing with no extra charges, but recognise that it may well require input of your time and patience to complete the testing to your satisfaction.

1.5 Software End User Licence Agreement (EULA) – The Xeroom Plugin is not free and may not be copied, distributed or resold but is available for use under a paid annual licence.  It’s use is subject to this EULA and by installing it you agree to its terms and conditions.

Warranties & Liabilities

Warranties

2.1 Xeroom warrants to the Customer that the the Xeroom Plugin will not breach any laws, statutes or regulations applicable under English law.

2.2 Xeroom warrants to the Customer that the the Xeroom Plugin will not infringe the Intellectual Property Rights of any person.

2.3 If any third party alleges that the use of the the Xeroom Plugin infringes any person’s Intellectual Property Rights then  Xeroom may at its own cost and expense modify its Plugin in such a way that it no longer infringes them.

2.4 All of the parties’ warranties and representations in respect of the subject matter of this agreement are expressly set out here. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter will be implied into this agreement or any related contract.

Acknowledgements and Warranty Limitations

2.5 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this AGREEMENT, Xeroom gives no warranty or representations whatsoever including that the the Xeroom Plugin will be wholly free from defects, errors and bugs.  Bug and error fixes are provided on a “best endeavours” basis, i.e. we will use our best efforts to identify and fix them given the limited resources available using our judgement as to the seriousness and priority of the bug.  We give no warranty than any error or bug will be fixed.

2.6 The Customer acknowledges that complex software is never entirely free from security vulnerabilities;  Xeroom gives no warranty or representation that the the Xeroom Plugin will be entirely secure.

2.7 The Customer acknowledges that the Xeroom Plugin is only designed to be compatible with that software specified ie Woocommerce, WordPress and Xero and Xeroom does not warrant or represent that the Xeroom Plugin will be compatible with any other software.

2.8 The Customer acknowledges that Xeroom will not provide any legal, financial, accountancy or taxation advice under this AGREEMENT or in relation to the the Xeroom Plugin; and Xeroom does not warrant or represent that the the Xeroom Plugin or the use of the Xeroom Plugin by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

Indemnities

3.1 The Customer shall indemnify and shall keep indemnified Xeroom against any and all liabilities, damages, losses, costs and expenses suffered or incurred by Xeroom and arising directly or indirectly as a result of any breach by the Customer of this AGREEMENT.

Limitations and exclusions of liability

4.1 The limitations and exclusions of liability set out in this Clause and elsewhere in this AGREEMENT govern all liabilities arising under this AGREEMENT or relating to the subject matter of this AGREEMENT, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this AGREEMENT.

4.2 Xeroom will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

4.3 Xeroom will not be liable to the Customer in respect of any loss of profits,  anticipated savings, any loss of revenue or income, of any loss of business, contracts or opportunities.

4.4 Xeroom will not be liable to the Customer in respect of any loss or corruption of any data, database or software.

4.5  Xeroom will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

4.6 The total liability of Xeroom to the Customer under this AGREEMENT in respect of any event or series of related events shall not exceed the total amount paid by the Customer.

Legal Jurisdiction & Dispute Resolution

This Agreement is made under and subject to the laws of England and Wales and the Customer agrees that any dispute arising will use an Alternative Dispute Resolution process using a mutually agreed arbitrator such as an ex-senior lawyer or experienced IT professional and will take place in the United Kingdom.

This Website Use and Other Terms

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