1. About these Terms

These Terms & Conditions (“Terms”) govern access to and use of:

• the Opzing website at www.opzing.co;

• the Opzing application at app.opzing.co; and

• any related services, beta programmes, support, documentation or functionality provided by OpZing Ltd.
   

Together, these are referred to as the “Service”.

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The Service is provided by:

OpZing Ltd
Company number: 16160036
Registered in: England and Wales
Registered office: 7 Telemon Close, Rochester, England, ME1 1FQ
Email: info@opzing.co

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In these Terms, “Opzing”, “we”, “us” and “our” mean OpZing Ltd.

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“Customer”, “you” and “your” mean the organisation entering into an agreement with Opzing and, where appropriate, its authorised users.

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2. Business use only

Opzing is a business-to-business service.

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You may only use the Service for purposes relating to a trade, business, profession or organisation and not primarily for personal or household purposes.

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If you create an account or accept these Terms on behalf of an organisation, you confirm that:

• you are authorised to act on behalf of that organisation;

• you have authority to bind that organisation to these Terms; and

• the organisation accepts responsibility for its authorised users.
   

You must be at least 18 years old to create or administer an Opzing account.

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3. Accepting these Terms

You agree to these Terms when you:

• accept them electronically;

• create or activate an Opzing account where the Terms are presented to you;

• enter into an Order Form or other agreement incorporating these Terms; or

• otherwise use the Service after being notified that these Terms apply.
   

If you do not agree to these Terms, you must not use the Service.

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4. Other documents that may apply

Your use of Opzing may also be subject to:

• our Privacy Policy;

• our Cookie Policy;

• any applicable Data Processing Addendum (“DPA”);

• any Order Form, subscription agreement or beta invitation agreed between you and Opzing; and

• any additional written terms expressly agreed between you and Opzing.
   

If there is a conflict:

1. an applicable DPA takes precedence in relation to the processing of personal data;

2. an Order Form takes precedence for commercial terms expressly stated in it; and

3. these Terms apply in all other respects.
    

Our Privacy Policy explains how Opzing processes personal data where Opzing acts as controller and is not intended to reduce any rights under applicable data-protection law.

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5. The Opzing Service

Opzing provides workflow-governance technology intended to help organisations understand, review and govern supported aspects of their HubSpot automation environment.

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Depending on the functionality available to your account, the Service may include features relating to:

• workflow discovery and analysis;

• workflow relationships and dependencies;

• property usage and relationships;

• governance findings and prioritisation;

• workflow visualisation;

• review and investigation workflows;

• administrative functionality;

• connected HubSpot portals; and

• other workflow-governance functionality introduced over time.
   

We may improve, modify or develop the Service over time.

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6. Read-only HubSpot integration

The current Opzing product is designed to operate as a read-only HubSpot governance service.

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Within the current supported product scope, Opzing may retrieve and analyse authorised HubSpot information but does not use the HubSpot integration to create, modify or delete customer workflows or CRM records.

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HubSpot remains the source system.

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Opzing may store an imported and analysed copy of supported HubSpot metadata where necessary to provide the Service.

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You remain responsible for any action you choose to take within HubSpot after reviewing information presented by Opzing.

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7. Connecting a HubSpot portal

Only a person who is authorised to do so may connect a HubSpot portal to Opzing.

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By connecting a portal, you confirm that:

• you have authority to grant Opzing the requested access;

• your use of HubSpot and the connected information complies with applicable law and contractual obligations;

• you are entitled to instruct Opzing to process the information made available through the connection; and

• you will not deliberately connect a portal that you are not authorised to access.
   

You are responsible for managing access to your HubSpot environment independently of Opzing.

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You may disconnect an integration using available functionality or by contacting Opzing where necessary.

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8. Accounts and authorised users

Access to parts of the Service requires an approved Opzing account.

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You are responsible for:

• ensuring that authorised-user information is accurate;

• ensuring that only appropriate people have access to your organisation's account;

• promptly removing or requesting removal of access that is no longer required;

• protecting access to the Google account used to authenticate to Opzing; and

• informing us promptly if you suspect unauthorised access to your Opzing account.
   

Authentication through Google does not automatically grant access to an Opzing customer account.

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Opzing independently applies account membership, approval and authorisation controls.

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You must not attempt to circumvent those controls.

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9. Customer responsibilities

You are responsible for:

• determining whether Opzing is appropriate for your organisation's requirements;

• the accuracy and lawfulness of information you provide or connect to the Service;

• ensuring your authorised users comply with these Terms;

• decisions made using information presented by Opzing;

• maintaining appropriate access controls within HubSpot and other connected systems;

• maintaining any licences or permissions required to use third-party services connected to Opzing; and

• complying with laws applicable to your organisation and your use of the Service.
   

Opzing does not assume responsibility for the administration, configuration or governance of your underlying HubSpot environment.

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10. Acceptable use

You must not use the Service:

• for an unlawful, fraudulent or abusive purpose;

• to infringe another person's intellectual-property, privacy or other rights;

• to access an organisation, account or portal without authorisation;

• to introduce malicious software or harmful code;

• to probe, scan or test vulnerabilities without our prior written authorisation;

• to interfere with the normal operation or security of the Service;

• to bypass authentication, access-control, rate-limit or security measures;

• to reverse engineer the Service except to the limited extent such restriction is prohibited by law;

• to scrape or systematically extract information from the Service except through functionality expressly provided by us;

• to resell, sublicense or provide the Service to third parties unless expressly agreed with Opzing;

• to impersonate another person or organisation; or

• in a way that creates unreasonable technical load or risk to Opzing or other customers.
   

We may investigate suspected misuse and may restrict or suspend access where reasonably necessary to protect the Service, our customers or third parties.

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11. Customer Data

“Customer Data” means information submitted to, connected to or processed through the Service on your behalf, including supported information retrieved from an authorised HubSpot portal.

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As between you and Opzing, you retain ownership of your Customer Data.

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You grant Opzing a limited, non-exclusive right to host, copy, process, transmit, analyse and otherwise use Customer Data only as reasonably necessary to:

• provide the Service;

• secure and maintain the Service;

• provide support;

• investigate technical or security issues;

• comply with applicable law; and

• perform other processing expressly authorised by you.
   

This licence does not transfer ownership of Customer Data to Opzing.

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12. Aggregated and de-identified information

We may generate and use aggregated or de-identified information derived from use of the Service for purposes such as:

• understanding Service performance;

• improving functionality;

• reliability and security analysis; and

• product and business planning.
   

We will only treat information as aggregated or de-identified under this section where it does not reasonably identify you, your users or other individuals.

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We will not sell identifiable Customer Data or use connected HubSpot Customer Data for unrelated third-party advertising.

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13. Data protection

Each party must comply with applicable data-protection law in connection with its activities under these Terms.

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Depending on the circumstances, Opzing may act as:

• a controller of personal data relating to its own users, prospects and operations; or

• a processor where it processes personal data contained within Customer Data on behalf of a Customer.
   

Our Privacy Policy describes our controller processing.

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Where applicable, processing carried out by Opzing as a processor will also be governed by an applicable DPA.

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You are responsible for ensuring that you have an appropriate lawful basis and authority to provide personal data to Opzing or instruct Opzing to process it.

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14. Security

Opzing maintains technical and organisational measures designed to protect the Service and Customer Data.

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These include measures relating to:

• encrypted network communications;

• access control;

• secure authentication and session management;

• encryption of HubSpot OAuth credentials before storage;

• separation of production and non-production environments;

• restricted production-database access;

• backups and recovery controls; and

• controlled software-change processes.
   

No internet-based service can guarantee absolute security.

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You are responsible for security matters under your control, including your users, Google accounts, HubSpot permissions and endpoint devices.

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If you discover a suspected security vulnerability or incident relating to Opzing, please contact us promptly and do not publicly disclose the issue before giving us a reasonable opportunity to investigate it.

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15. Confidentiality

Each party may receive confidential information belonging to the other.

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“Confidential Information” means information that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

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This can include:

• Customer Data;

• non-public product information;

• technical information;

• security information;

• pricing or commercial information;

• business plans; and

• private-beta information.
   

Each party agrees to:

• use the other party's Confidential Information only for purposes relating to the Service;

• protect it using reasonable care;

• disclose it only to people or service providers who reasonably need it and are subject to appropriate confidentiality obligations; and

• not disclose it to third parties except where authorised or legally required.
   

Confidential Information does not include information that the receiving party can demonstrate:

• was lawfully known without confidentiality restrictions;

• becomes public without breach of these Terms;

• is received lawfully from another source without confidentiality restrictions; or

• was independently developed without use of the other party's Confidential Information.
   

Where disclosure is legally required, the receiving party will, where legally permitted, provide reasonable notice before disclosure.

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16. Opzing intellectual property

Opzing and its licensors retain all intellectual-property rights in and to:

• the Service;

• Opzing software and source code;

• product designs and interfaces;

• documentation;

• analysis methods;

• visualisations;

• branding;

• trademarks;

• databases and database structures created by Opzing; and

• improvements and derivative works relating to those materials.
   

Except for the limited right to use the Service under these Terms, no intellectual-property rights are transferred to you.

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You must not copy, modify, distribute, sell or commercially exploit Opzing intellectual property except as expressly permitted by us or by applicable law.

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17. Licence to use the Service

Subject to these Terms and any applicable Order Form, Opzing grants you a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable subscription or beta period to access and use the Service for your organisation's internal business purposes.

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This right ends when your right to use the Service terminates.

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18. Feedback

We welcome feedback, suggestions and ideas about Opzing.

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If you voluntarily provide feedback about the Service, you grant Opzing a worldwide, perpetual, irrevocable, royalty-free right to use, develop and incorporate that feedback into its products and services.

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This does not give Opzing ownership of your Customer Data or Confidential Information.

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We will not publicly identify you as the source of feedback without permission unless the information has otherwise lawfully become public.

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19. Private Beta and early-access functionality

Some or all of the Service may be offered as a Private Beta, preview, pilot or early-access service.

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Beta functionality may:

• be incomplete;

• contain defects;

• change more frequently than generally available functionality;

• be added to or removed;

• have limited support or documentation; and

• be unavailable from time to time.
   

Unless we expressly agree otherwise in writing, Private Beta access does not include a guaranteed service level, uptime commitment or response-time commitment.

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We may modify, suspend or discontinue beta functionality where reasonably necessary for development, security or operational reasons.

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We will try to provide reasonable notice where a material beta change would significantly affect active users, but urgent security or technical changes may be made without advance notice.

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Your participation in a Private Beta does not guarantee that any particular feature will become generally available.

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20. Product findings and human review

Opzing analyses supported HubSpot information and presents governance information, findings, relationships, priorities and other observations.

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These outputs are intended to help qualified users investigate and understand their environment.

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They are not a substitute for professional judgement.

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You acknowledge that:

• automated analysis can contain errors or omissions;

• the accuracy of findings can depend on the quality and completeness of information available from connected systems;

• HubSpot functionality and APIs may change;

• a finding does not necessarily mean that an underlying workflow is incorrect; and

• you should review relevant evidence before making material changes to your HubSpot environment.
   

Opzing does not itself execute the HubSpot changes recommended or considered by users.

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21. Third-party services

The Service depends on or interoperates with third-party services, including services supplied by companies such as HubSpot, Google, Render, MongoDB and Wix.

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Your use of those services may be subject to their own agreements and policies.

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We do not control third-party services and cannot guarantee their continued availability, compatibility or performance.

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A change, interruption or restriction imposed by a third-party provider may affect some Opzing functionality.

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Where reasonably practicable, we will seek to minimise the effect of such changes on the Service.

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22. HubSpot independence

HubSpot and related marks are trademarks of HubSpot, Inc.

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References to HubSpot are used to describe compatibility with and functionality relating to the HubSpot platform.

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Opzing is an independent product and is not authorised by, endorsed by, sponsored by, affiliated with or otherwise approved by HubSpot, Inc., except to the extent expressly stated by HubSpot in writing.

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Nothing in these Terms grants you any right to use HubSpot's trademarks or intellectual property.

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23. Service availability

We aim to operate the Service reliably but do not guarantee that it will always be uninterrupted or error-free.

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Access may occasionally be affected by:

• maintenance;

• deployments;

• security measures;

• third-party outages;

• infrastructure failures;

• internet or network conditions; or

• events outside our reasonable control.
   

Unless an applicable Order Form expressly provides a service-level agreement, no specific uptime commitment applies.

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24. Support

Support arrangements may depend on your subscription, beta programme or other agreement with Opzing.

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You can contact Opzing using the support or contact channels made available to you.

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We may request reasonable diagnostic information in order to investigate an issue.

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You must not deliberately send passwords, private keys, OAuth tokens or other authentication secrets through ordinary support messages.

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25. Fees and payment

Private Beta access may be provided free of charge unless otherwise agreed.

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For paid Services:

• applicable fees will be stated in an Order Form, subscription arrangement or invoice;

• fees are exclusive of VAT unless expressly stated otherwise;

• applicable VAT will be added where required;

• payment must be made according to the payment terms stated in the applicable commercial document; and

• you are responsible for providing accurate billing information.
   

A subscription will only automatically renew where this is expressly stated in the applicable Order Form or subscription arrangement.

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We will not introduce a charge for an existing free beta period retrospectively.

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26. Taxes

Fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

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You are responsible for taxes applicable to your purchase of the Service, except taxes based on Opzing's net income.

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Where Opzing is required to collect VAT or another applicable tax, it will be included on the relevant invoice.

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27. Suspension

We may temporarily restrict or suspend access to all or part of the Service where reasonably necessary because:

• you materially breach these Terms;

• fees that are properly due remain unpaid;

• your use presents a security or legal risk;

• we reasonably suspect unauthorised or fraudulent use;

• continued operation could materially harm Opzing, another customer or a third party;

• a third-party provider requires suspension; or

• applicable law requires us to do so.
   

Where practicable, we will give you notice and an opportunity to resolve the issue before suspension.

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We may act immediately where necessary to address an urgent security, legal or operational risk.

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28. Term and termination

These Terms apply for as long as you have access to or use the Service.

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Either party may terminate a Private Beta arrangement by giving notice to the other unless a separate written agreement provides otherwise.

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Paid subscriptions may be terminated in accordance with the applicable Order Form or subscription terms.

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Either party may terminate an agreement for material breach if the other party fails to remedy a remediable breach within a reasonable period after receiving written notice.

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A party may terminate immediately where the other:

• becomes insolvent or ceases business, subject to applicable law;

• commits a material breach that cannot reasonably be remedied; or

• uses the Service unlawfully in a way that creates material risk.
   

29. What happens when access ends

When your right to use the Service ends:

• your licence to access the Service ends;

• authorised users may lose access to the relevant account;

• Opzing may revoke active application sessions;

• connected integrations may be disconnected or disabled; and

• Customer Data will be handled according to applicable data-protection obligations, our retention practices and any applicable DPA.
   

Termination does not automatically require immediate deletion from technical backup systems where information remains within ordinary backup-retention cycles.

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Provisions that by their nature should continue after termination will survive, including provisions concerning confidentiality, intellectual property, liability, payment obligations already accrued and governing law.
 

30. Changes to the Service

We may modify the Service to:

• improve functionality;

• address security or reliability issues;

• reflect changes to HubSpot or other third-party services;

• meet legal or regulatory requirements; or

• develop the product.
   

During Private Beta, functionality may change relatively frequently.

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For generally available paid functionality, we will seek to avoid materially reducing core purchased functionality during an active subscription term without reasonable justification.

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31. Changes to these Terms

We may update these Terms from time to time.

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For minor, administrative or legally required changes, the updated Terms may take effect when published.

Where a change materially affects an existing customer's rights or obligations, we will provide reasonable notice where practicable.

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For material changes affecting an existing fixed paid subscription term, we would normally apply those changes at renewal unless:

• the change is required by law;

• the change addresses security or abuse;

• the change is necessary because of a third-party requirement outside our reasonable control; or

• you agree otherwise.
   

The “Last updated” date at the top of these Terms identifies the current version.

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32. Warranties

Each party warrants that it has authority to enter into the agreement governed by these Terms.

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Opzing will provide the Service with reasonable care and skill.

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Except as expressly stated in these Terms and to the fullest extent permitted by law, we do not give warranties that:

• every governance issue will be detected;

• every finding will be accurate or complete;

• the Service will meet every Customer requirement;

• the Service will operate without interruption or defects; or

• third-party services will remain available or unchanged.
   

Nothing in this section limits obligations that cannot lawfully be excluded.

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33. Limitation of liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation; or

• any other liability that cannot legally be excluded or limited.
   

Subject to the above, neither party will be liable to the other for:

• indirect or consequential loss;

• loss of anticipated profits;

• loss of anticipated savings;

• loss of business opportunity;

• loss of goodwill; or

• loss arising solely from decisions made without reasonable review of the information available through the Service.
   

Subject to liabilities that cannot lawfully be limited, Opzing's total aggregate liability arising out of or relating to the Service during any 12-month period will not exceed the greater of:

   (a) £500; or
   (b) the total fees paid or payable by the Customer to Opzing for the Service during the 12 months immediately preceding the event giving rise to the claim.

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The parties acknowledge that this allocation of risk reflects the nature and pricing of the Service, including where Private Beta access is provided free of charge.

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34. Your responsibility for unlawful Customer Data or use

You are responsible for claims arising from:

• Customer Data that you were not entitled to provide or instruct Opzing to process;

• your unlawful use of the Service;

• deliberate infringement of another person's rights through your use of the Service; or

• access to a HubSpot portal or other system that you were not authorised to connect.
   

Nothing in this section requires you to compensate Opzing for loss caused by Opzing's own breach, negligence or unlawful conduct.

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35. Force majeure

Neither party is responsible for delay or failure caused by circumstances outside its reasonable control.

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These may include:

• widespread internet or telecommunications failures;

• cloud-provider outages;

• natural disasters;

• war or civil disturbance;

• government action;

• labour disputes not limited to the affected party's own workforce;

• major cyberattacks despite reasonable precautions; or

• failures of critical third-party infrastructure outside the affected party's control.
   

The affected party should take reasonable steps to reduce the impact.

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36. Assignment

You may not transfer your agreement with Opzing to another organisation without our prior written consent, which we will not unreasonably withhold where the transfer forms part of a genuine corporate reorganisation or sale of substantially all of the relevant business.

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Opzing may transfer its rights and obligations in connection with a merger, corporate reorganisation, financing or sale of all or substantially all of the relevant business or assets, provided this does not materially reduce your contractual rights.

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37. Relationship between the parties

The parties are independent contractors.

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Nothing in these Terms creates:

• a partnership;

• joint venture;

• fiduciary relationship;

• employment relationship; or

• agency relationship between the parties.
   

Neither party may bind the other except where expressly authorised.

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38. Third-party rights

Unless expressly stated otherwise, a person who is not a party to the agreement does not have a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

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39. Entire agreement

These Terms, together with any applicable Order Form, DPA or other document expressly incorporated into the agreement, form the entire agreement between the parties concerning the Service.

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Each party acknowledges that it has not relied on statements or representations not included in the agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.

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40. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.

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The invalid provision will be treated as modified to the minimum extent necessary to make it enforceable where legally possible.

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41. Waiver

A failure or delay in exercising a contractual right does not waive that right.

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A waiver is effective only in relation to the specific circumstances in which it is given.

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42. Notices

Formal notices relating to these Terms may be sent by email.

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Notices to Opzing should be sent to:

info@opzing.co

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We may send notices to the email address associated with your Customer account or otherwise provided to us for contractual communications.

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This section does not prevent us from using ordinary in-product or email communications for operational Service messages.

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43. Governing law and jurisdiction

These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.

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The courts of England and Wales have exclusive jurisdiction over disputes arising out of or in connection with these Terms, unless the parties expressly agree otherwise in writing.

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44. Contact

Questions about these Terms can be sent to:

OpZing Ltd
Company number: 16160036
Registered in England and Wales
Email: info@opzing.co