Terms Of Service - What's Changed

Section

What has changed

Clause 1.1 – Application of Terms

Clarifies that an authorised representative can accept the Terms electronically, including through an “I Agree” checkbox or similar mechanism. Electronic acceptance constitutes an electronic signature, and the representative confirms they have authority to bind the organisation.

Clause 2 – Changes

Expands the process for changes to the Terms. Where SwipedOn requires affirmative acceptance, updated Terms become binding when an authorised representative accepts them electronically. Where affirmative acceptance is not required, continued use from the effective date may constitute acceptance. SwipedOn may retain electronic records of acceptance.

Clause 3 – Interpretation

Introduces the new definitions of “Material Functionality” and “Replacement Service” and updates the definition of “Software” to include a Replacement Service. Material Functionality focuses on the essential capabilities required for the customer's principal subscribed business use case.

Clause 4.7 – Platform migration and Replacement Services

Introduces the principal new migration provisions. SwipedOn may modify, replace, migrate, transition, consolidate, supersede, discontinue or sunset a product/platform and transition customers to a Replacement Service, provided substantially equivalent Material Functionality is retained.

Clause 4.7 – Subscription continuity

Clarifies that a compliant migration or transition does not, by itself, terminate or restart the Subscription Term or give the customer a right to cancel, withhold payment or receive a refund/credit. Existing fees, renewal dates and payment obligations continue.

Clause 4.7 – Customer cooperation

Requires customers to reasonably cooperate with migration activities, including account activation, configuration and data migration. It also provides that this cooperation will not require material incremental out-of-pocket costs solely because of the migration unless otherwise agreed in writing.

Clause 4.7 – Data/privacy protections

Confirms that applicable DPA, privacy, security, confidentiality and contractual protections concerning customer data continue to apply to a Replacement Service and relevant permitted parties. It also preserves rights relating to an uncured material breach.

Clause 6.1 – Your Data

Expands the circumstances in which SwipedOn and relevant Affiliates, assignees, subprocessors and contractors may access customer data where necessary to provide, migrate, transition, support or secure the Service or a Replacement Service, subject to applicable data-protection obligations.

Clause 7.8 – Fees

Clarifies that migration or transition to a Replacement Service under clause 4.7 does not itself create a right to a refund or credit.

Clause 8.2 – Intellectual Property / Your Data

Updates the customer-data licence so it can be exercised by SwipedOn and specified Affiliates, assignees, successors, subprocessors and contractors where necessary to provide, migrate, transition, support or secure the Service or a Replacement Service, subject to the DPA and applicable law.

Clause 9.1 – Confidentiality

Permits customer Confidential Information to be disclosed on a need-to-know basis to Affiliates, permitted successors/assignees and their personnel/contractors for providing, migrating, transitioning, supporting or securing a Replacement Service, subject to equivalent confidentiality protections.

Clause 12.2 – Termination for material breach

Clarifies that a migration, transition, permitted assignment/delegation or change in the legal entity delivering the Service in accordance with clauses 4.7 and 13.11 is not, by itself, a material breach. A material failure of the Replacement Service to meet the clause 4.7 standard may still constitute a material breach if not remedied.

Clause 12.3 – Subscription Term and renewal

Clarifies that migration to a Replacement Service does not create a new Subscription Term, restart the existing term or change the renewal date unless expressly agreed in writing.

Clause 13.9 – Variations

Expressly recognises an authorised representative's electronic acceptance as written and signed acceptance of a variation and confirms that variations do not retrospectively alter accrued rights/obligations unless expressly agreed.

Clause 13.11 – Assignment and transfer

Expands SwipedOn's ability to assign or transfer the Terms/Orders and delegate performance to an Affiliate or successor in specified circumstances, including merger, sale, restructuring, platform consolidation or product migration. It confirms that a permitted transfer does not, by itself, amount to termination, cancellation, novation or material breach or give rise to cancellation/refund rights.