Terms of use

1. Parties and Definitions

1.1 These Terms are between:

Ascend Online Media Limited, a private limited company registered in Scotland, company number SC281126, whose address is Suite 5670, PO Box 26965, Glasgow G1 9BW, United Kingdom, contact email address (the Provider); and

the person or entity that subscribes to or uses the Service, being either a business or a consumer acting wholly or mainly outside their trade, business, craft or profession (the Customer).

1.2 The Customer accepts these Terms by ticking an "I agree" box during sign-up, by clicking a "Sign up" or equivalent button, or by accessing or using the Service. Acceptance forms a binding contract between the Provider and the Customer or, where the Customer is a business, the entity the individual represents. No signature is required.

1.3 These Terms are governed by English law, and consumers keep the mandatory consumer protections described in the General clause.

1.4 In these Terms:

“Authorised Users” means the individuals the Customer permits to use the Service under its account, being (for a consumer) the Customer personally.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland.

“Confidential Information” means information of a confidential nature disclosed by one party to the other in connection with these Terms, whether or not marked confidential, including the Documentation and, in the Customer's case, Customer Data.

“Customer Data” means all data and content that the Customer or its Authorised Users submit to or generate through the Service, including details of the Customer's WordPress websites and the results of email send checks.

“Documentation” means the user guides and help materials the Provider makes available for the Service.

“Intellectual Property Rights” means copyright, patents, trade marks, database rights, rights in designs, rights in confidential information and all similar rights anywhere in the world, registered or unregistered.

“Service” means the MXora Email Send Check software-as-a-service platform at EmailSendCheck.com, which automatically checks WordPress websites are sending email correctly, including the free tier, each paid plan and the free trial.

“SLA” means the Provider's availability target for the Service described in the Service Levels and Support clause, which is a target only and creates no contractual commitment.

“Subscription” means the Customer's right to access and use the Service under a paid plan.

“Subscription Period” means each period for which the Subscription is purchased (as shown at sign-up), starting on the date the Customer subscribes and renewing in successive periods until cancelled in accordance with the Term and Termination clause.

“Usage Data” means technical and statistical data about how the Service is used and performs, excluding the content of Customer Data.

2. Grant of Rights

2.1 Subject to these Terms, the Provider grants the Customer and its Authorised Users a non-exclusive, non-transferable right to access and use the Service during the Subscription Period (and, for the free tier or free trial, for as long as that access is provided) for the Customer's internal business purposes or, where the Customer is a consumer, for the Customer's personal use.

2.2 The Customer must not sub-license, sell, rent or otherwise make the Service available to anyone other than its Authorised Users.

2.3 The Provider and its licensors retain all Intellectual Property Rights in the Service. No rights are granted except those expressly stated.

2.4 Access to the free tier is on these Terms and is subject to the usage limits applying to the free tier, as published.

3. Subscription and Fees

3.1 Plans and fees. The Service is offered on a freemium basis: a free tier and paid plans. The fees for each paid plan, the billing cycle and the usage limits for each plan are shown on the Provider's pricing page at sign-up. There is no minimum term, and the Customer may cancel at any time in accordance with the Term and Termination clause.

3.2 Payment in advance. Subscription fees are charged in advance, at the start of each Subscription Period, using the payment method the Customer provides.

3.3 Free trial. The Provider offers a 14-day free trial with no card required. At the end of the trial the Subscription does not begin and no payment is taken unless the Customer takes a positive step to subscribe. If the Customer does not subscribe, the customer will be downgraded to the free tier. The 14-day free trial does not convert automatically into a paid plan, and no card is charged at the end of the trial. Customer Data submitted during the trial is dealt with under the export and deletion provisions of the Customer Data clause.

3.4 Consumer cancellation rights. Where the Customer is a consumer, a paid Subscription is a distance contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the following applies:

1. (a) the Customer may cancel within 14 calendar days, without giving any reason, starting on the day after the contract is concluded;
2. (b) to cancel, the Customer must tell the Provider clearly, using the contact details in the Parties block. The model cancellation form is available from the Provider on request, but its use is not required;
3. (c) by subscribing, the Customer expressly requests that the Service begin during the 14-day cancellation period;
4. (d) if the Customer cancels after the Service has begun, the Customer must pay a proportionate amount for the Service supplied up to the time the Provider is told of the cancellation, in comparison with the full coverage of the contract. Nothing is payable if the Provider did not give the Customer the required cancellation information;
5. (e) the Provider will refund any sum due without undue delay and within 14 days of receiving the cancellation notice.

The Customer's right to cancel at any time under the Term and Termination clause is separate and additional.

3.5 Price changes. The Provider may increase the fees for a paid plan by giving the Customer at least 30 days' notice by email to the address on the Customer's account or within the Service.

1. (a) Where the Customer is a consumer: the Customer may cancel the Subscription before the increased price takes effect, at no charge for doing so, by following the Term and Termination clause. An increase does not apply to a Subscription Period already paid for. If the Customer has not cancelled by the date the increase takes effect, continued use of the Service after that date is treated as acceptance of the new price.
2. (b) Where the Customer is a business: continued use of the Service after the notice period constitutes acceptance of the new price.

3.6 Late payment.

1. (a) Where the Customer is a consumer: overdue fees remain payable and recoverable as a debt. Non-payment may lead to suspension and termination under the Suspension and the Term and Termination clauses.
2. (b) Where the Customer is a business: overdue sums carry simple interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until payment, and the Provider is entitled to fixed-sum compensation under section 5A of that Act.

3.7 Taxes. All prices are stated exclusive of VAT and local taxes, which is added at the applicable rate and payable in addition. The Customer will see the full price payable, including any applicable taxes, at checkout before any payment is taken.

3.8 Subscription practice. The Provider presents clear pre-contract information about each paid plan, its price and billing cycle, and makes cancellation straightforward, in line with the standard set by Part 4 Chapter 2 of the Digital Markets, Competition and Consumers Act 2024.

4. Customer Obligations and Acceptable Use

4.1 The Customer is responsible for all use of the Service by its Authorised Users and for their compliance with these Terms.

4.2 The Customer must keep account credentials confidential, must ensure Authorised Users do likewise, and must notify the Provider promptly if it suspects they have been misused or compromised.

4.3 The Customer must not, and must not permit any Authorised User to:

1. (a) use the Service for any unlawful purpose;
2. (b) attempt to gain unauthorised access to the Service, its infrastructure or any other customer's account or data;
3. (c) use the Service to transmit malware, spam or illegal content;
4. (d) interfere with or disrupt the integrity or performance of the Service.

4.4 Fair use. Each plan carries site limits and a monthly limit on the number of email send checks, as published for that plan. If the Provider considers the Customer's usage excessive in relation to those limits or the plan, it may contact the Customer to discuss reducing usage or moving to a more suitable plan.

5. Service Levels and Support

5.1 The Provider does not commit to any particular availability percentage and gives no uptime guarantee. The Provider will, however, provide the Service with reasonable care and skill and will use reasonable endeavours to keep it available. The SLA is a target only. No service credit or other remedy attaches to it.

5.2 The Provider is not responsible for unavailability to the extent it is caused by:

1. (a) scheduled maintenance, for which the Provider will give notice as needed and at least 48 hours' notice where possible (there is no fixed maintenance window);
2. (b) a force majeure event, meaning an event beyond the Provider's reasonable control that it could not reasonably have prevented or avoided, including failures of public networks or third-party hosting and email infrastructure, acts of government, fire, flood or industrial action;
3. (c) any other event outside the Provider's reasonable control; or
4. (d) acts or omissions of the Customer or its Authorised Users, or the Customer's own systems, websites or email configuration.

Scheduled maintenance of which notice has been given is excluded when assessing whether the SLA target has been met.

5.3 Where the Customer is a consumer: nothing in this clause excludes or restricts the Customer's rights under the Consumer Rights Act 2015 where the Service is not provided with reasonable care and skill, including the right to repeat performance and to a price reduction.

5.4 Where the Customer is a business: the SLA is an availability target only, and no service credit or other remedy is payable merely because the target is not met. Any liability of the Provider for failure to perform the Service with reasonable care and skill is subject to the Limitation of Liability clause.

5.5 Support is provided through the support contact details in the Parties block. The Provider will respond within a reasonable time and does not commit to a fixed response time.

6. Customer Data

6.1 Ownership. The Customer owns all Customer Data at all times.

6.2 Licence. The Customer grants the Provider a limited licence to process Customer Data solely to provide the Service to the Customer. The Provider must not use Customer Data for any other purpose without the Customer's written consent. The Provider may use Usage Data to operate, secure and improve the Service.

6.3 Roles. The Provider acts as a data processor on behalf of the Customer, who is the data controller, in respect of Customer Data, and as a data controller in respect of the Customer's account and billing data. The Provider will comply with UK GDPR and the Data Protection Act 2018. The EU GDPR applies to the data of users in the European Economic Area alongside the UK GDPR.

6.4 Data residency. The Service is hosted in major cloud regions worldwide, including regions outside the UK and the European Economic Area. The Provider will not relocate Customer Data outside the agreed residency without prior written notice to the Customer and, where required, updated transfer mechanisms under Chapter V of the UK GDPR.

6.5 Export. On request the Provider will make Customer Data available for export in a machine-readable, structured format (CSV, JSON or XML), supporting the data subject right to portability under Article 20 UK GDPR.

6.6 Termination and deletion. On expiry or termination of the Subscription, or the end of a free tier or other access, the Provider will make Customer Data available for export for 30 days and will then delete all Customer Data within 90 days after that period ends.

6.7 Regulator. Data protection complaints may be made to the Information Commission (ICO): website ico.org.uk; helpline 0303 123 1113; postal address Information Commission's Office, 4th Floor, No.3 Circle Square, 5 Hawkshaw Street, Manchester M1 7BL.

7. Intellectual Property

7.1 All Intellectual Property Rights in the Service, the Documentation, and any developments or improvements to either, remain owned by the Provider or its licensors. The Customer acquires no Intellectual Property Rights except the licence granted in the Grant of Rights clause.

7.2 All Intellectual Property Rights in Customer Data remain owned by the Customer. The Provider acquires no Intellectual Property Rights in Customer Data except the limited processing licence in the Customer Data clause.

7.3 If the Customer gives the Provider feedback or suggestions about the Service, the Provider may use them to improve the Service without obligation or payment to the Customer.

8. Confidentiality

8.1 Each party must keep the other's Confidential Information secret and use it only to perform or exercise its rights under these Terms.

8.2 A party may disclose the other's Confidential Information to its employees and professional advisers who need to know it, provided they are bound by obligations of confidence equivalent to those in this clause. That party remains responsible for their compliance.

8.3 This clause does not apply to information that:

1. (a) is or becomes publicly known other than through breach of these Terms;
2. (b) was already known to the recipient without a duty of confidence;
3. (c) is independently developed by the recipient without use of the Confidential Information; or
4. (d) is required to be disclosed by law, a court or a regulator, in which case the recipient will, where lawful, give the other party prompt notice.

8.4 The obligations in this clause continue for 5 years after termination of these Terms.

9. Suspension

9.1 The Provider may suspend access to the Service for any material breach of these Terms by the Customer or its Authorised Users.

9.2 The Provider will give reasonable prior notice of suspension where possible, except where immediate suspension is needed for emergency security reasons. The Provider will reinstate access promptly once the ground for suspension is resolved.

9.3 Where the Customer is a consumer:

1. (a) if suspension results from the Customer's own default, being non-payment or breach of these Terms or the acceptable use rules in the Customer Obligations and Acceptable Use clause, fees continue to accrue and the suspension does not extend the Subscription Period;
2. (b) for any other suspension, including emergency security or maintenance suspension, suspension to protect the Service or other customers, or any discretionary suspension, no fees are payable for the period of suspension, or the Provider will give a pro-rata credit for it.

9.4 Where the Customer is a business: fees continue to accrue during any suspension arising from the Customer's default.

10. Term and Termination

10.1 Term. These Terms commence on the date the Customer subscribes and continue for successive Subscription Periods until cancelled. At the end of each Subscription Period the Subscription renews for a further Subscription Period, charged in advance as set out in the Subscription and Fees clause, unless cancelled before renewal.

10.2 Customer cancellation. The Customer may cancel at any time by notifying the Provider using the contact details in the Parties block or any cancellation facility the Provider makes available within the Service. Access continues to the end of the paid Subscription Period, and no further fees are charged after cancellation takes effect. The Customer's statutory rights, including those under the Consumer Cancellation Rights provisions of the Subscription and Fees clause, are unaffected.

10.3 Termination by the Provider. The Provider may terminate these Terms:

1. (a) for material breach that remains unremedied 14 days after written notice;
2. (b) immediately by written notice for a serious breach of the Customer Obligations and Acceptable Use clause, or where required by law;
3. (c) immediately by written notice if the Customer is a business and becomes insolvent, or persistently fails to pay fees when due;
4. (d) for any reason, including ending the Service or the free tier, by giving at least 30 days' notice, in which case the Provider will refund any fees paid for the period after termination

10.4 Effect of termination. On termination or expiry the licence ceases and the Customer must stop using the Service. The export window and deletion timetable in the Customer Data clause apply. Fees due up to the termination date remain payable.

10.5 Survival. Termination does not affect accrued rights. The Confidentiality, Intellectual Property, Limitation of Liability and General clauses, and the export and deletion provisions of the Customer Data clause, survive termination.

11. Limitation of Liability

11.1 Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, each party's total aggregate liability to the other under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at the total fees paid in the 12 months preceding the claim. This clause 11.2 does not apply where the Customer is a consumer.

11.3 Subject to clause 11.1, neither party is liable to the other for any indirect or consequential loss. This clause 11.3 does not apply where the Customer is a consumer.

11.4 Subject to clause 11.1, neither party is liable to the other for any of the following losses, whether direct or indirect: loss of profit; loss of revenue; loss of business; loss of anticipated savings or anticipated benefits; loss of goodwill; or loss of data, the Provider's liability for data loss being further mitigated to the extent the data is recoverable from the Customer's own backups. This clause 11.4 does not apply where the Customer is a consumer.

11.5 Notwithstanding clauses 11.2, 11.3 and 11.4, each party may claim any sum that is, or would but for the breach have been, properly payable under these Terms, including subscription fees and other charges.

11.6 Where the Customer is a consumer, the Customer's statutory rights, including those under the Consumer Rights Act 2015, are unaffected by these Terms. The Provider is liable to a consumer in accordance with the law.

12. Changes to the Service and Terms

12.1 The Provider may update the Service from time to time. It will not materially reduce the Service's core functionality without notice to the Customer.

12.2 The Provider may update these Terms by giving the Customer 30 days' notice by email to the address on the Customer's account or within the Service.

12.3 Where the Customer is a consumer: the Provider will only update these Terms for a valid reason, being to reflect changes in law or regulation, to maintain security, to reflect changes to the Service or to third-party providers on which it depends, or to correct errors, and the notice will state the reason. The Customer may cancel before the change takes effect, at no charge, in line with the Term and Termination clause. If the Customer cancels in response to a change, the Provider will refund the fees paid for any period after cancellation takes effect. If the Customer does not cancel, continued use after the change takes effect is treated as acceptance of it.

12.4 Where the Customer is a business: continued use of the Service after the notice period constitutes acceptance of the updated Terms.

13. General

13.1 Entire agreement. These Terms, together with any data processing agreement entered into under the Customer Data clause, are the entire agreement between the parties about the Service and supersede all earlier discussions and understandings. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

13.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remainder continues in effect.

13.3 No waiver. A failure or delay in exercising a right is not a waiver of it.

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

13.5 Notices. Formal notices to the Provider must be sent to the address and contact details in the Parties block. The Provider may give notices to the Customer by email to the address on the Customer's account or within the Service.

13.6 Bespoke terms. Where the Customer is a business and the parties agree an order form or master services agreement that references these Terms and is signed by both of them, that document prevails over these Terms to the extent of any conflict.

13.7 Governing law. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by the law of England and Wales.

13.8 Jurisdiction.

1. (a) Where the Customer is a business: the courts of England and Wales have exclusive jurisdiction.
2. (b) Where the Customer is a consumer: the courts of England and Wales have non-exclusive jurisdiction.

13.9 Mandatory consumer protections. Where the Customer is a consumer who habitually resides outside the United Kingdom, the Customer benefits from any mandatory consumer protections of the law of the country where they habitually reside. Those protections prevail over these Terms where they cannot be derogated from.