WhizzIQ End-User License Agreement (EULA)
Effective Date: October 2025
Last Updated: October 2025
This End-User License Agreement (“Agreement” or “EULA”) is a binding contract between WhizzOnBy Ltd., a company incorporated in England and Wales under Company Number 16559681, with its registered office at 124 City Road, London, EC1V 2NX, United Kingdom (“WhizzOnBy,” “we,” “us,” or “our”), and the individual or entity (“User,” “Customer,” or “you”) that accesses or uses the WhizzIQ platform (“the Platform” or “the Service”).
By creating an account, accessing, or using WhizzIQ, you agree to be bound by this Agreement, the WhizzIQ Privacy Policy, the Terms of Service, and, where applicable, any Order Form, Service Level Agreement (SLA), or Data Processing Addendum (DPA) executed between you and WhizzOnBy.
If you do not agree, you may not access or use the Service.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity. “You” and “your” will refer to that entity.
1. Definitions
“Account” means the profile used to access WhizzIQ and its related modules.
“Authorized Users” means employees, contractors, or agents permitted by you to access the Service.
“Confidential Information” means any non-public business, technical, or financial information disclosed by one party to the other.
“Documentation” means all online help files, manuals, and training materials for WhizzIQ.
“Order Form” means a written or electronic order specifying your subscription plan or add-on services.
“Service Data” means analytics and technical data generated by the Platform regarding performance and usage.
“User Data” means data, files, content, or information uploaded, imported, or generated by you or Authorized Users within WhizzIQ.
2. Grant of License
2.1 License Scope
Subject to your compliance with this Agreement and payment of all applicable fees, WhizzOnBy grants you a non-exclusive, non-transferable, revocable, limited license to access and use WhizzIQ solely for your internal business purposes during your active subscription term.
2.2 Evaluation License
If you access WhizzIQ on a trial or evaluation basis, you may use the Service free of charge for the trial period stated. Evaluation access is provided “as is” without warranties or support. At the end of the trial, continued use requires payment of applicable fees.
2.3 Restrictions
You may not:
Copy, modify, distribute, or reverse-engineer any part of WhizzIQ;
Rent, lease, sublicense, or resell the Service;
Attempt to gain unauthorized access to systems or networks;
Use WhizzIQ for competitive analysis or to build a similar product; or
Upload content that is unlawful, defamatory, or infringing.
Violation of these restrictions may result in immediate suspension or termination.
3. Ownership and Intellectual Property
WhizzIQ, including its software, design, algorithms, user interface, documentation, and branding, is the exclusive property of WhizzOnBy Ltd. and its licensors. All rights not expressly granted are reserved.
You retain full ownership of your User Data. WhizzOnBy acts solely as a processor or custodian of such data and will only use it as necessary to deliver the Service or comply with law.
3.1 Feedback
You grant WhizzOnBy a perpetual, worldwide, royalty-free license to use feedback, suggestions, or ideas you submit for improving the Platform, without obligation or compensation.
3.2 Use of Customer Name and Logo
Unless you opt out in writing, WhizzOnBy may use your organization’s name and logo for marketing or client listings.
4. Account and Authorized Users
You are responsible for:
Maintaining accurate account information;
Managing Authorized Users’ access and permissions;
Ensuring that all Users comply with this Agreement.
WhizzOnBy may suspend access for security or compliance reasons, or if we believe your account is compromised.
WhizzIQ is securely hosted on Amazon Web Services (AWS), a globally recognised cloud infrastructure provider certified under ISO 27001, SOC 2 Type II, and equivalent international standards.
AWS provides high-availability, geographically distributed data centres that ensure data integrity, resilience, and scalability.
Each tenant’s data is logically isolated within AWS environments managed by WhizzOnBy Ltd. WhizzOnBy retains full administrative control of its AWS infrastructure, and all sub-processors operate under written Data Processing Agreements consistent with UK GDPR and other applicable data-protection laws.
Data is never shared between customers or transmitted outside approved regional boundaries except under recognised international transfer safeguards such as Standard Contractual Clauses (SCCs) or UK IDTAs.
WhizzOnBy Ltd. uses commercially reasonable efforts to maintain 99.5 % uptime per calendar month, excluding maintenance windows and force-majeure events.
Routine upgrades, patches, and feature improvements may be performed periodically. WhizzOnBy will provide reasonable prior notice when service interruptions are expected.
Standard technical support is available via in-app chat or email during published business hours. Enterprise clients may access enhanced support under their SLA.
All data is encrypted in transit using TLS 1.3 and at rest using AES-256 within secure AWS environments.
AWS data centres maintain multiple physical and network security layers, continuous monitoring, and redundancy across availability zones.
Each tenant’s data is logically isolated to prevent unauthorised access. WhizzOnBy Ltd. acts as a data processor for User Data and a data controller for account-level and billing information.
All processing complies with the UK GDPR, EU GDPR, CCPA, and the Jamaican Data Protection Act 2020.
AWS acts as a sub-processor under binding Data Processing Addenda (DPAs) that include Standard Contractual Clauses (SCCs) or other lawful safeguards for cross-border transfers.
7. Fees, Billing, and Payment Terms
Fees are payable in the currency and billing cycle specified in your Order Form.
Subscriptions renew automatically unless cancelled before renewal.
Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.
Taxes, VAT, and duties are your responsibility unless expressly stated otherwise.
WhizzOnBy reserves the right to revise pricing at renewal with 30 days’ notice.
Failure to pay may result in suspension or termination of access.
8. Acceptable Use
You agree not to use WhizzIQ to:
Upload or transmit malicious code or malware;
Store payment card or medical information without authorization;
Conduct fraudulent or unlawful activity; or
Exceed system usage thresholds in a manner that degrades performance.
WhizzOnBy may suspend access immediately if your usage poses a security or operational risk, with written notice provided within 24 hours.
9. Third-Party Services and Integrations
WhizzIQ may integrate with third-party applications (e.g., QuickBooks, Stripe, Zoom, Meta Ads, Google).
You acknowledge that:
Integration data exchanges are performed via secure APIs;
Third-party terms govern those integrations;
WhizzOnBy is not liable for outages, data loss, or API changes originating from third-party systems.
10. Confidentiality
Each party agrees to:
Keep all Confidential Information secure and use it only to perform obligations under this Agreement;
Limit access to those with a need to know;
Notify the other party promptly if unauthorized disclosure occurs.
Disclosure is permitted if required by law or court order, provided prior notice is given where legally possible.
Upon termination, each party must return or destroy all Confidential Information.
Obligations under this section survive for five (5) years after termination (or indefinitely for trade secrets).
11. Term and Termination
11.1 Term
This Agreement remains effective until terminated by either party.
11.2 Termination for Convenience
You may terminate before renewal by written notice; the Service remains available until the end of the current billing term.
11.3 Termination for Cause
Either party may terminate immediately if the other:
Commits a material breach and fails to cure within 30 days;
Becomes insolvent; or
Violates applicable law through use of the Service.
11.4 Post-Termination
Upon termination:
All licenses cease immediately;
You may export your data within 30 days;
WhizzOnBy deletes remaining data after 30 days except where retention is required by law;
Outstanding payments remain due.
WhizzOnBy will provide reasonable migration support upon request, subject to fees.
12. Warranties
WhizzOnBy warrants that:
It has authority to provide the Service;
It will deliver the Service with reasonable skill and care;
The Service will materially conform to documentation.
Exclusions:
The Service is provided “as is” for beta or evaluation features;
WhizzOnBy disclaims implied warranties of merchantability, fitness for purpose, or uninterrupted operation;
We do not warrant that all defects will be corrected or that the Service is error-free.
WhizzOnBy further warrants that the Service does not knowingly infringe third-party intellectual property rights.
13. Indemnification
13.1 By You
You agree to indemnify and hold harmless WhizzOnBy, its officers, and employees from any claims, damages, or expenses arising from:
Your breach of this Agreement;
Your violation of applicable laws; or
Your uploaded content infringing a third party’s rights.
13.2 By WhizzOnBy
WhizzOnBy shall indemnify you against claims alleging that the Service infringes a third-party intellectual property right, provided that you:
Notify WhizzOnBy promptly;
Allow WhizzOnBy to control the defense; and
Cooperate as reasonably requested.
If such a claim arises, WhizzOnBy may modify or replace the infringing component or terminate your access with refund of unused prepaid fees.
14. Limitation of Liability
To the maximum extent permitted by law:
WhizzOnBy’s total liability under this Agreement shall not exceed the total fees paid by you during the twelve (12) months preceding the event.
WhizzOnBy shall not be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits or data.
This limitation does not apply to:
(a) Death or personal injury caused by negligence;
(b) Fraud or willful misconduct; or
(c) Breach of data protection obligations due to gross negligence.
15. Force Majeure
Neither party shall be liable for failure or delay in performance due to causes beyond reasonable control, including natural disasters, war, strikes, cyberattacks, or governmental actions.
The affected party must notify the other promptly and use reasonable efforts to mitigate the effects.
If such conditions persist for more than 30 days, either party may terminate the Agreement without penalty.
16. Audit Rights
16.1 WhizzOnBy Audit
WhizzOnBy may audit customer usage to confirm compliance with license scope, provided it does not unreasonably interfere with your operations.
16.2 Customer Audit (Enterprise)
Enterprise clients may audit WhizzOnBy’s data protection and security compliance once annually upon reasonable notice and under confidentiality restrictions.
17. Export Compliance
You agree not to export, re-export, or use WhizzIQ in violation of any applicable export-control or trade-sanction laws.
18. Modifications to Service or Terms
WhizzOnBy may enhance or modify the Service at any time.
Material changes to this EULA will be communicated at least 30 days before taking effect.
Continued use of the Service after notice constitutes acceptance of revised terms.
19. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of England and Wales.
The parties agree to first attempt good-faith mediation in London, England, before resorting to litigation.
If mediation fails, disputes shall be resolved exclusively in the courts of England and Wales.
20. Notices
All notices under this Agreement must be sent to:
WhizzOnBy Ltd.
Attn: Legal Department
124 City Road, London, EC1V 2NX, United Kingdom
Email: hello@whizziq.com
Notices to you will be sent to the primary email associated with your account.
Electronic notices shall be deemed delivered upon dispatch.
21. Assignment
You may not assign or transfer this Agreement without WhizzOnBy’s prior written consent.
WhizzOnBy may assign this Agreement to an affiliate or successor in interest, provided the successor assumes all obligations herein.
22. Entire Agreement
This EULA, together with the WhizzIQ Privacy Policy, Terms of Service, SLA, and DPA (where applicable), constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.
23. Severability and Waiver
If any provision is found invalid, the remainder shall remain enforceable.
Failure to enforce any right shall not constitute a waiver of such right.
24. Survival
Sections 3 (Ownership), 6 (Data Protection), 10 (Confidentiality), 11 (Termination), 13 (Indemnification), 14 (Liability), 19 (Governing Law), and 24 (Survival) survive termination or expiration.