These Terms of Service (“Terms”) constitute a legally binding agreement between Custom Web Apps Ltd (trading as Baynexa), a company registered in England and Wales (“we”, “us”, “our”, “the Company”), and the business entity or individual (“you”, “your”, “the Customer”) that registers for or uses our warehouse management software service (“the Service”).
By registering an account or using the Service, you confirm that you have read, understood, and agreed to these Terms. If you are registering on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.
The Service is a cloud-based warehouse management system (“WMS”) designed for third-party logistics (“3PL”) operators. It provides tools for managing inbound and outbound stock movements, client accounts, billing, and related operational functions. The Service is hosted on cloud infrastructure located in the United States (see Section 15 for details of international data transfers). We reserve the right to modify, suspend, or discontinue any part of the Service at any time, subject to reasonable notice where practicable.
3.1 You must provide accurate, current, and complete information when registering an account and keep that information up to date.
3.2 You are solely responsible for maintaining the security and confidentiality of your account credentials. You must not share login credentials between individual users; each person accessing the Service must have their own account.
3.3 You are responsible for all activities that occur under your account, whether or not authorised by you.
3.4 You must notify us immediately at the contact address in Section 16 if you become aware of any actual or suspected unauthorised access to your account.
4.1 Access to the Service beyond any free trial period requires a paid subscription. Current subscription fees are published on our website or agreed in writing.
4.2 A free trial may be offered at our sole discretion. At the end of the trial period, a paid subscription is required to continue accessing the Service. We reserve the right to modify or withdraw free trial offers at any time.
4.3 All fees are billed in advance and processed through our third-party payment provider, Stripe. Prices are exclusive of VAT unless otherwise stated.
4.4 Subscription fees are non-refundable, except where required by applicable law or expressly agreed in writing.
4.5 We reserve the right to change subscription fees on not less than 30 days’ written notice. Continued use of the Service after the effective date of any price change constitutes your acceptance of the revised fees.
4.6 If a payment fails and is not remedied within 7 days of notification, we may suspend access to the Service until all outstanding amounts are paid in full.
5.1 We perform automated daily backups of all customer data. Backup copies are retained for a minimum of 30 days.
5.2 While we take reasonable technical precautions to prevent data loss, our backup service is provided on a best-effort basis and does not constitute a guarantee against all forms of data loss.
5.3 You are strongly encouraged to maintain your own independent copies of critical business data using the data export functionality available within the Service.
5.4 In the event of data loss, our sole obligation is to restore data from the most recent available backup. We are not liable for any loss of data that cannot be recovered from backup, and the remedies in this clause are your exclusive remedy for any data loss event.
6.1 You must not use the Service:
6.2 We reserve the right to investigate suspected violations of this clause and to suspend or terminate your account if a violation is confirmed, without prejudice to any other rights or remedies available to us.
7.1 The Service, including all software, databases, interfaces, designs, trademarks, and content, is owned by or licensed to Custom Web Apps Ltd and is protected by applicable intellectual property laws. Nothing in these Terms transfers any intellectual property rights in the Service to you.
7.2 Subject to these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service solely for your internal business purposes during the subscription term.
7.3 You retain full ownership of all data, records, and content that you input into the Service (“Customer Data”). You grant us a limited, non-exclusive licence to store, process, and display Customer Data solely as necessary to provide the Service to you.
Each party agrees to keep the other party’s confidential information strictly confidential and not to disclose it to any third party without the other party’s prior written consent, except to the extent required by law or regulation. Each party will use the other’s confidential information only for the purposes of these Terms.
9.1 To the maximum extent permitted by applicable law, Custom Web Apps Ltd and its officers, directors, employees, and agents expressly exclude all liability for:
9.2 Our total aggregate liability to you, arising out of or in connection with these Terms or your use of the Service, howsoever arising (whether in contract, tort including negligence, breach of statutory duty, or otherwise), shall not exceed the total fees paid by you to us in the twelve (12) calendar months immediately preceding the event giving rise to the claim.
9.3 Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited under applicable law.
You agree to indemnify, defend, and hold harmless Custom Web Apps Ltd and its officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in breach of these Terms; (b) any claim by a third party arising from your Customer Data; or (c) your violation of any applicable law or regulation.
11.1 The Service is provided “as is” and “as available” without warranty of any kind, whether express, implied, or statutory, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.
11.2 We do not warrant that the Service will be uninterrupted, error-free, secure, or free from harmful components, or that any defects will be corrected.
11.3 We do not provide a formal service level agreement (“SLA”) or uptime guarantee. Planned and unplanned maintenance windows may occur.
Neither party shall be liable for any failure or delay in performance to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes or labour disputes, power failures, internet service provider outages, denial-of-service attacks, or acts of government. The affected party shall promptly notify the other party and take reasonable steps to minimise the impact.
13.1 These Terms continue in force until your subscription is cancelled or terminated in accordance with this Section.
13.2 You may cancel your subscription at any time. Your access to the Service will continue until the end of the current paid billing period. No refund will be issued for any unused portion of that period.
13.3 We may suspend or terminate your account immediately on written notice if: (a) you materially breach these Terms and fail to remedy the breach (where capable of remedy) within 14 days of notice requiring you to do so; (b) you fail to pay subscription fees as required and do not remedy that failure within 7 days of notice; or (c) we are required to do so by law or a court order.
13.4 On expiry or termination for any reason, we will make your Customer Data available for download for a period of 30 days, after which it will be permanently deleted from our systems. You are responsible for exporting your data before that deadline.
13.5 Clauses that by their nature should survive termination (including Sections 7, 9, 10, 14, and 15) will continue in force after these Terms end.
We may update these Terms from time to time. We will give you at least 30 days’ advance notice of any material changes by email to the address registered on your account, and by posting the updated Terms at this address. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not accept the revised Terms, you must stop using the Service and cancel your subscription before the effective date.
The Service is hosted on Amazon Web Services (AWS) infrastructure located in the United States. Custom Web Apps Ltd is a UK-registered company subject to UK GDPR; however, your data is stored and processed on servers in the United States. This constitutes a restricted international transfer under UK GDPR. We rely on the UK International Data Transfer Agreement (IDTA) and/or standard contractual clauses as the lawful mechanism for this transfer. Further information on data transfers and our sub-processors is set out in our Privacy Policy.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
For any queries relating to these Terms, please contact us at:
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