Xcel Software Terms and Conditions of Sale

Effective Date: May 2025

1. Acceptance of Terms

By accessing or using Xcel Software’s software, services, or products, you agree to be bound by these Terms and Conditions. If you do not agree, please refrain from using our software or services.

2. Scope of Services

Xcel Software provides software solutions, subscriptions, updates, customer support, and related services, including but not limited to project management, data analysis, system modifications, and reporting tools.

3. Invoices and Payment Terms

Our invoices are payable within 21 working days unless otherwise indicated on the invoice or order.
In the event of late payment, Xcel Software reserves the right to charge a fixed interest fee of 10% on the outstanding balance.
Services may be suspended without prior warning if payment is overdue.
If a payment remains unpaid after sixty (60) days, Xcel Software reserves the right to engage a debt recovery agency, with all legal and recovery expenses borne by the client.

4. Withholding Tax and Local Legislation

Clients are responsible for any withholding at source or taxes required by their local legislation. The full invoiced amount is payable to Xcel Software, net of any local tax deductions.

5. Subscription Cancellation and Data Exit

For all subscription-based services:

Customers must provide at least thirty (30) days’ written notice before cancellation.
Before cancellation, customers must complete three (3) one-hour meetings with an assigned Data Analyst (for SageXcel) or Odoo Analyst (for Odoo) to review product usage and explore additional value through training, new reports, or system modifications.
Data Return: Upon completion of the cancellation process, Xcel Software guarantees the Client’s right to a full export of their proprietary data. We will not "lock" or withhold your financial records.

6. User Responsibilities

You agree to use Xcel Software’s services lawfully and in accordance with these Terms.
You are responsible for keeping account credentials confidential and are liable for activities under your account.

7. Intellectual Property

All intellectual property rights, including but not limited to software code, proprietary reporting templates, and trademarks, belong to Xcel Software. You may not copy, modify, or distribute our intellectual property without prior written consent.

8. Service Performance

Xcel Software commits to delivering services with care and within agreed timeframes but does not guarantee specific results or outcomes. None of its obligations shall be interpreted as a guarantee of result.

9. Claims and Notifications

To be valid, any claims or complaints must be submitted in writing by recorded delivery to Xcel Software’s registered office within eight (8) days of delivery of goods or services.

10. Data Ownership and Custodianship

Ownership: The Client retains absolute and exclusive ownership of all data, financial records, and project information entered into Xcel Software’s products or services ("Client Data").
Status as Custodian: Xcel Software acts solely as a data processor and custodian. We claim no ownership rights to your data.
Access Restricted: Xcel Software shall only access Client Data to the extent necessary to provide technical support, perform requested data analysis, or as required by a valid legal order.

11. Privacy, Security, and "Anti-Malice" Guarantee

Non-Sale of Data: Xcel Software strictly prohibits the sale, rental, or sharing of Client Data with any third party for marketing or lead-generation purposes. Your financial data is never treated as a commercial product.
Security Standards: We implement industry-standard security protocols, including AES-256 encryption for data at rest and TLS/SSL encryption for data in transit.
Professional Integrity: Xcel Software warrants that it will not intentionally introduce "backdoors," malware, or malicious code into the Client’s environment. We commit to maintaining the integrity of your Sage 100 Contractor or Odoo databases and will not alter or delete financial records without explicit Client authorization.

12. Disclaimers and Limitation of Liability

Services are provided “as is” and “as available,” without warranties of any kind.
Xcel Software shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from use of its software or services.
Xcel Software shall not be held responsible for delays or failures caused by force majeure events, including natural disasters, war, or government regulations.

13. Indemnification

You agree to indemnify and hold harmless Xcel Software from any claims, damages, or losses arising from your use of the services or violation of these Terms.

14. Third-Party Links and Services

Xcel Software is not responsible for third-party sites or services linked to or integrated with our software. Users should review the terms and privacy policies of those third parties.

15. Changes to Terms

We may update these Terms and will notify you via email or software notifications. Continued use after changes constitutes acceptance.

16. Termination of Services

Xcel Software reserves the right to suspend or terminate services in cases of Terms violations, abusive behavior, or non-payment.

17. Governing Law

All contractual relations are governed exclusively by the laws of the United States, specifically under the jurisdiction of Kaysville, Utah. Any disputes shall be resolved in the courts located in Kaysville, Utah.

18. Non-Transferability

You may not transfer or assign your rights or obligations under these Terms without prior written approval from Xcel Software.

19. Contact Information

For questions regarding these terms, please contact Xcel Software at our registered office.