Terms and Conditions

Agreement to our Legal Terms

Welcome to Calphix! These Terms and Conditions ("Terms") explain the rules for using our website, services, and products (collectively, the "Services"). By using our Services, you agree to follow these Terms. If you don’t agree, please don’t use our Services.

We are R-930 Capital Ltd, trading as Calphix ("Company," "Calphix," "we," "us," "our"), registered in the United Kingdom at 2nd Floor, College House, 17 King Edwards Road, Ruislip, London HA4 7AE, and R-930 Capital LLC in the United States at 5830 East 2nd Street, Casper, Wyoming, 82609, USA.

You can reach us by:

• Phone: +44 7888 866614 (UK) or +1 786 891 1009 (US)

• Email: support@calphix.com

• Address: 2nd Floor, College House, 17 King Edwards Road, Ruislip, London HA4 7AE, UK | 5830 East 2nd Street, Casper, Wyoming, 82609, USA

We’ve written these Terms in plain English to make them easy to understand. We define important words where needed and give examples to clarify things. If you have questions, feel free to contact us!

By accessing, browsing, or otherwise utilizing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any additional policies or agreements referenced herein. If you do not agree to these Terms in their entirety, you are expressly prohibited from accessing or using the Services.

These Terms form a legally binding contract between you and Calphix. Your access to or use of the Services signifies your unconditional acceptance of these Terms and your intent to be legally bound thereby.

Certain Services may be subject to additional terms, conditions, or policies ("Supplemental Agreements"), which will be provided to you at the time of access to such Services. In the event of a conflict between these Terms and any Supplemental Agreements, the Supplemental Agreements shall prevail with respect to the specific Services addressed therein.

Calphix reserves the right to amend these Terms at its sole discretion, as detailed in Section 13 below.

Table Of Contents

1. Our Services
2. Intellectual Property Rights
3. User Conduct and Prohibited Activities
4. Fees, Payments, and Refunds
5. Term and Termination
6. Third Party Services and Content
7. Privacy and Data Protection
8. Warranties and Disclaimers
9. Limitation of Liability
10. Indemnification
11. Disputes Resolution and Arbitration
12. Governing Law and Jurisdiction
13. Amendments to Terms
14. Force Majeure
15. Miscellaneous Provisions
16. Contact Information

1. Our Services

Calphix provides a range of professional services, including but not limited to advisory and consultation services, bespoke software development, and related digital solutions, accessible through our website and other designated platforms.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

Calphix endeavors to ensure the Services are available continuously but does not guarantee uninterrupted access. We may suspend, modify, or discontinue any aspect of the Services at our discretion, with or without notice.

2. Intellectual Property Rights

Our intellectual property

All right, title, and interest in and to the Services, including all software, code, designs, text, images, trademarks, and other content (collectively, "Calphix IP"), are and shall remain the exclusive property of Calphix or its licensors, protected by applicable intellectual property laws.

Limited License

Calphix grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Services and Calphix IP solely for your personal or internal business purposes, subject to compliance with these Terms.

Restrictions

You shall not:

• Copy, reproduce, distribute, modify, or create derivative works of the Calphix IP;

• Reverse engineer, decompile, or disassemble any software or technology included in the Services;

• Remove, alter, or obscure any copyright, trademark, or other proprietary notices; or

• Use the Calphix IP for any purpose not expressly permitted herein.

User Content

You retain ownership of any content you submit to the Services ("User Content"). By submitting User Content, you grant Calphix a perpetual, irrevocable, worldwide, royalty-free, and fully sublicensable license to use, reproduce, modify, distribute, and display such User Content in connection with the Services.

3. User Conduct and Prohibited Activities

General Obligations

You agree to use the Services in a manner consistent with all applicable laws, regulations, and these Terms.

Prohibited Conduct

You shall not:

• Engage in any activity that is unlawful, fraudulent, or harmful to Calphix or third parties;

• Transmit viruses, malware, or other malicious code;

• Attempt to gain unauthorized access to the Services or any related systems;

• Use automated tools (e.g., bots, spiders) to extract data from the Services; or

• Interfere with the operation or integrity of the Services.

Enforcement

Calphix reserves the right to investigate and take appropriate legal action against any violation of this Section, including reporting such conduct to relevant authorities.

4. Fees, Payments, and Refunds

Fees

Fees for the Services are as specified on our website or in applicable Supplemental Agreements. Calphix reserves the right to modify fees at any time, with such changes applying prospectively to future transactions.

Payment Terms

Payments shall be made via accepted methods (e.g., Visa, Mastercard, American Express, Discover, ACH & Bank Transfer) in US, GBP, and EUR currencies. You authorize Calphix to charge your designated payment method for all applicable fees.

Refund Policy

• Subscriptions: Refunds are available within 14 days of purchase if no Services have been utilized, subject to a written request to support@calphix.com. Thereafter, refunds are pro-rated at Calphix’s discretion.

• Bespoke Services: Refunds are subject to the terms of the relevant service contract; deposits are non-refundable once work commences.

• Processing: Refund requests will be processed within 30 business days.

For more information, refer to our refund policy.

5. Term and Termination

Term

These Terms remain in effect until terminated by either party as provided herein.

Termination by You

You may terminate your use of the Services by ceasing access and notifying Calphix at support@calphix.com.

Termination by Calphix

Calphix may terminate or suspend your access to the Services, without prior notice, for any breach of these Terms or if we determine such action is necessary to protect our interests or those of other users.

Effects of Termination

Upon termination, all licenses granted to you shall immediately cease, and you must discontinue use of the Services. Provisions intended to survive termination (e.g., intellectual property, liability, indemnification) shall remain in effect.

6. Third Party Services and Content

The Services may integrate or link to third-party services, websites, or content ("Third-Party Materials"). Calphix does not endorse or assume responsibility for Third-Party Materials, and your use thereof is at your sole risk, subject to the terms of the respective third parties.

7. Privacy and Data Protection

Calphix processes personal data in accordance with our Privacy Policy (available at https://calphix.com/legal/privacy-policy) and applicable laws, including the UK Data Protection Act 2018, GDPR, and CCPA. You consent to such processing by using the Services.

8. Warranties and Disclaimers

Limited Warranty

Calphix warrants that the Services will be performed with reasonable skill and care consistent with industry standards.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CALPHIX DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

9. Limitation of Liability

Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, CALPHIX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICES.

Liability Cap

CALPHIX’S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CALPHIX IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Calphix, its affiliates, and their respective directors, officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your use of the Services, breach of these Terms, or violation of any third-party rights.

11. Disputes Resolution and Arbitration

Informal Resolution

Any dispute arising under these Terms shall first be addressed through good-faith negotiations by contacting support@calphix.com.

Arbitration

Unresolved disputes shall be submitted to binding arbitration under the rules of the London Court of International Arbitration (LCIA). The arbitration shall occur in London, United Kingdom, in English, with one arbitrator, unless otherwise agreed.

Exceptions

Either party may seek injunctive relief in a court of competent jurisdiction for matters involving intellectual property or equitable remedies.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. For disputes not subject to arbitration, the courts of London, United Kingdom, shall have exclusive jurisdiction, subject to mandatory local consumer protection laws.

We’re registered in both the United Kingdom and the United States, but we’ve chosen the laws of England and Wales for these Terms to ensure consistency and efficiency across our global operations. This doesn’t override any additional rights you might have under your local laws, especially where those laws can’t be excluded by contract.

13. Amendments to Terms

Calphix may revise these Terms at any time by posting the updated version on the Services. Continued use of the Services after such changes constitutes acceptance of the revised Terms.

14. Force Majeure

Calphix shall not be liable for any failure to perform its obligations due to events beyond its reasonable control, including acts of God, war, terrorism, or natural disasters.

15. Miscellaneous Provisions

Entire Agreement

These Terms, including referenced policies, constitute the entire agreement between you and Calphix, superseding all prior agreements.

Severability

If any provision is deemed unenforceable, the remaining provisions shall remain valid.

No Waiver

Failure to enforce any right shall not constitute a waiver thereof.

Assignment

You may not assign these Terms without Calphix’s consent; Calphix may assign them freely.

16. Contact Information

For inquiries or notices regarding these Terms, contact:

• Phone: +44 7888 866614 (UK) or +1 786 891 1009 (US)

• Email: support@calphix.com

• Address: 2nd Floor, College House, 17 King Edwards Road, Ruislip, London HA4 7AE, UK | 5830 East 2nd Street, Casper, Wyoming, 82609, USA