The following terms have the meanings assigned below wherever used in this Agreement:
By accessing, installing, activating, or using the XPOS Service in any manner, the Customer confirms they have read, understood, and unconditionally agree to be bound by this Agreement. This Agreement is effective from the earlier of: (a) the date the Customer first accesses the Service; (b) the date the Customer clicks "Accept" or equivalent during account setup; or (c) the date stated on an applicable Order Form.
If the Customer is an entity (company, partnership, or organisation), the individual accepting this Agreement represents and warrants that they have the legal authority to bind that entity. If you do not have such authority, you must not accept this Agreement or use the Service.
The Service is intended for use by business entities and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts under the laws of Fiji or their applicable jurisdiction.
XPOS reserves the right to amend this Agreement at any time. Users will be notified of material changes at least 30 days in advance via email and/or in-platform notification. Continued use of the Service following the effective date of amended terms constitutes acceptance. If the Customer does not agree to the amended terms, they may terminate the Agreement under Section 17.
Subject to payment of applicable fees and compliance with this Agreement, XPOS grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for the Customer's internal business operations during the applicable Subscription term.
The licence granted herein permits the Customer to:
The Customer must not, and must ensure that Authorised Users do not:
All intellectual property rights in the Service, including software, documentation, algorithms, interfaces, and branding, remain the exclusive property of XPOS or its licensors. Nothing in this Agreement transfers any intellectual property rights to the Customer. The Customer's use of the Service does not grant any rights to XPOS's trademarks, trade names, or logos.
The Customer is solely responsible for the accuracy, completeness, and lawfulness of all data, configurations, transactions, and inputs entered into the Service. XPOS does not validate or verify the accuracy of User Data.
All system outputs, reports, analytics, forecasts, and calculations generated by the Service are entirely dependent on the quality and accuracy of User Data. XPOS provides no warranty that outputs will be accurate, complete, or fit for any particular purpose. The Customer acknowledges that:
The Customer is responsible for:
The Customer agrees to maintain reasonable records of their use of the Service and to cooperate with XPOS in any compliance review upon reasonable notice. XPOS may suspend the Service if it reasonably believes the Customer is in material breach of this Agreement pending resolution.
XPOS implements industry-standard security controls to protect the integrity and confidentiality of User Data, including:
XPOS staff will never request the Customer's:
Any request for such credentials purportedly from XPOS should be treated as fraudulent and reported immediately to security@xpos.com.fj.
The Customer is responsible for:
In the event of a confirmed security incident affecting User Data, XPOS will: (a) notify the Customer within 72 hours of becoming aware; (b) provide a summary of the incident scope and actions taken; (c) cooperate in remediation; and (d) comply with applicable notification obligations under Fijian law.
XPOS warrants a monthly uptime availability of 99.9% for the core Service, measured on a calendar month basis. This equates to a maximum of approximately 43.8 minutes of unplanned downtime per month.
SLA Metrics:
The Uptime SLA does not apply during:
XPOS will endeavour to schedule maintenance during off-peak hours (typically between 10:00 PM – 4:00 AM FJT on weekdays). Advance notice of at least 48 hours will be provided via email and in-platform notification where practicable.
All User Data is hosted on enterprise-grade cloud infrastructure:
The Customer retains full ownership of all User Data at all times. XPOS processes User Data solely for the purpose of providing and improving the Service, and does not sell, rent, or share User Data with third parties except as required to deliver the Service or as required by law.
XPOS processes Personal Data in accordance with applicable privacy legislation, including obligations under Fijian law. XPOS's Privacy Policy (available at xpos.com.fj/privacy) is incorporated into this Agreement by reference.
XPOS may engage sub-processors (e.g., cloud infrastructure providers, email delivery services) to assist in delivering the Service. XPOS remains responsible for the acts and omissions of sub-processors with respect to User Data. A current list of sub-processors is available at xpos.com.fj/sub-processors.
User Data is hosted in Sydney, Australia. Where data is transferred across jurisdictions, XPOS ensures appropriate safeguards are in place, including contractual data protection clauses.
Enterprise and Government customers who require a formal Data Processing Agreement (DPA) may request one from XPOS at legal@xpos.com.fj.
For active, paid accounts, XPOS retains User Data for a maximum period of 10 years from the date of creation. Customers may request deletion of specific data records at any time, subject to legal retention obligations.
Upon termination of the Subscription:
XPOS may retain User Data beyond standard retention periods if required by law, regulation, court order, or in connection with an ongoing legal proceeding.
Following deletion of User Data from primary systems, associated backup data will be deleted in the normal course of XPOS's backup rotation cycle, which shall not exceed 45 days.
The Customer has the right to exit the XPOS platform at any time, subject to providing three (3) months' written notice to XPOS at support@xpos.com.fj. The notice period may be waived by mutual written agreement.
Upon receipt of a valid exit notice, XPOS will:
Standard data export is provided in XPOS database schema format (typically SQL or structured CSV exports). Custom export formats may be available and will be quoted separately.
Following successful delivery and written confirmation of receipt by the Customer, XPOS will permanently delete all associated User Data from its cloud systems within 30 days. A certificate of deletion may be provided upon request.
XPOS may provide migration support services to assist the Customer in transitioning to another platform. Such services will be scoped and priced separately unless otherwise agreed in writing.
During the notice period, XPOS will continue to provide the Service at the contracted service level. The Customer's obligations, including payment obligations, remain in effect during the notice period.
Subscription fees are as set out in the applicable Order Form or pricing schedule. XPOS reserves the right to revise pricing at renewal by providing at least 60 days' advance written notice.
Subscription charges are billed in advance at the commencement of each billing cycle (monthly or annually, as selected). All invoices are due and payable within 14 days of the invoice date unless otherwise agreed in writing.
All fees are exclusive of applicable taxes (including VAT) unless expressly stated otherwise. XPOS will include applicable Fijian VAT on invoices where required by law.
If the Customer disputes an invoice in good faith, they must notify XPOS in writing within 14 days of the invoice date. The parties will work in good faith to resolve the dispute within 30 days. Undisputed portions of an invoice remain due and payable on the original due date.
Customers may upgrade their subscription tier at any time; upgrades take effect immediately with pro-rata billing adjustments.
Refunds are available under the following circumstances:
Approved refunds will be processed within 14 Business Days of approval and paid via bank transfer or original payment method. To request a refund, submit a written request to billing@xpos.com.fj with supporting details.
The Service is provided solely for lawful, legitimate business operations. The Customer is responsible for ensuring all Authorised Users comply with this Acceptable Use Policy.
The Customer and Authorised Users must not use the Service to:
All data input into the Service must comply with applicable law and must not contain content that is defamatory, obscene, harassing, or otherwise unlawful.
XPOS reserves the right to monitor use of the Service for compliance with this Policy and security purposes, subject to applicable privacy laws.
Material breach of this Acceptable Use Policy may result in immediate suspension of the Service, termination of the Agreement, and/or referral to appropriate authorities where unlawful activity is suspected.
Standard technical support is provided during Business Hours (Monday–Friday, 8:00 AM – 5:00 PM FJT), excluding Fijian public holidays.
XPOS performs periodic maintenance for platform stability, security patching, and performance improvements. Scheduled maintenance will be communicated at least 48 hours in advance where practicable.
In cases where immediate maintenance is required to protect system security or integrity, XPOS may perform emergency maintenance without prior notice and will communicate as soon as practicable.
When raising support requests, the Customer agrees to:
Services beyond standard support, including custom development, training, data migration, and API integration, are available as professional services governed by a separate Statement of Work (SOW).
Both parties acknowledge that they may receive Confidential Information of the other party. Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information solely for the purposes of this Agreement.
Obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) must be disclosed by law or court order.
XPOS treats all User Data as Confidential Information and will not use it for any purpose other than delivering and improving the Service, unless explicitly permitted by the Customer or required by law.
Confidentiality obligations survive termination or expiry of this Agreement for a period of five (5) years.
XPOS represents and warrants that:
The Customer represents and warrants that:
Except as expressly stated in this Agreement, the Service is provided "as is" and "as available" without warranties of any kind, express or implied. To the maximum extent permitted by law, XPOS disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by applicable law, XPOS shall not be liable to the Customer for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business, loss of opportunity, loss of data, or loss of goodwill, even if XPOS has been advised of the possibility of such damages.
XPOS's total aggregate liability to the Customer for all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Customer to XPOS in the three (3) calendar months immediately preceding the event giving rise to the claim.
Nothing in this Agreement limits XPOS's liability for:
The Customer acknowledges that the limitations of liability in this Section reflect a reasonable allocation of risk between the parties.
This Agreement commences on the Effective Date and continues for the initial Subscription term selected by the Customer (monthly or annual). It will automatically renew on the same terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.
The Customer may terminate this Agreement: (a) at any time for convenience by providing 3 months' written notice; (b) immediately if XPOS is in material breach and fails to remedy the breach within 30 days of written notice.
XPOS may terminate this Agreement: (a) immediately upon written notice if the Customer is in material breach of the Acceptable Use Policy or fails to pay undisputed amounts after a 30-day cure period; (b) with 60 days' notice if XPOS discontinues the Service; (c) immediately if the Customer becomes insolvent or ceases to trade.
Upon termination: (a) all licences are immediately revoked; (b) the Customer's access is deactivated; (c) the Customer must cease all use of the Service; (d) data export and deletion provisions of Sections 8 and 9 apply; (e) all accrued and unpaid fees remain due.
Sections 4, 7, 8, 14, 15, 16, 17.4, and 19 survive termination of this Agreement.
Neither party shall be liable for any delay or failure in performance (other than payment obligations) arising from a Force Majeure Event, including but not limited to:
The affected party must notify the other party in writing as soon as practicable, describing the event and its expected duration, and must use commercially reasonable efforts to mitigate its effects.
If a Force Majeure Event continues for more than 60 consecutive days and materially prevents delivery of the Service, either party may terminate the Agreement on 14 days' written notice without liability, except for fees accrued prior to the event.
In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation within 14 days of written notice of the dispute.
If the parties are unable to resolve the dispute through negotiation within 30 days, either party may refer the matter to non-binding mediation in Suva, Fiji. The costs of mediation shall be shared equally.
This Agreement is governed by and construed in accordance with the laws of the Republic of Fiji. Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts of Fiji.
Nothing in this Section prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction to prevent irreparable harm.
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior negotiations, representations, warranties, and understandings.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that party's rights to enforce it in the future.
The Customer may not assign or transfer any rights or obligations under this Agreement without XPOS's prior written consent. XPOS may assign this Agreement in connection with a merger, acquisition, or sale of assets.
All formal notices must be delivered in writing to:
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or franchise relationship.
No third party has any right to enforce any term of this Agreement.
This Agreement is made in the English language. In the event of any conflict between the English version and any translation, the English version shall prevail.
Electronic acceptance of this Agreement (including via checkbox, click-wrap, or electronic signature) is valid and legally binding to the same extent as a handwritten signature under applicable Fijian law.