Business Terms of Service

Key points

• These are business-to-business terms for Raysly, provided by Luxa Energy LTD. There is no consumer cancellation right under these terms.
• You accept these terms, the version of the Data Processing Agreement then current, and the Acceptable Use Policy by ticking the acceptance checkbox at signup. We keep a record of which version you accepted and when.
• Luxa Energy LTD also operates, or is affiliated with, Luxa Energy, which lists its own offers on the Comparisun marketplace alongside offers from businesses using Raysly. Today Luxa Energy and Luxa Energy LTD are the same legal entity; if the operating entity changes in future, Luxa Energy would become a separate, related company instead. Section 10 (the Marketplace Annex) explains what that means for you if you opt into the marketplace.
• Paid plans renew automatically. You can cancel at any time; how much (if anything) is refunded depends on whether you are on a monthly or annual plan and how long you have been subscribed — see Section 5.
• If Luxa Energy LTD changes, is acquired, or transfers this business, Section 15 explains what happens to your agreement, including your right to terminate with a refund.

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1. Parties and business scope

Raysly is provided by Luxa Energy LTD, a Private company limited by shares registered in Cyprus under HE 482253 with the Registrar of Companies and Intellectual Property, Nicosia, with its registered address at Chrysanthou Mylona 1, PANAYIDES BUILDING, 2nd floor, Flat/Office 1, 3030 Limassol, Cyprus (we, us). Contract enquiries: support@raysly.com.

These terms govern our provision of Raysly to the business customer identified in the applicable order or subscription record (you, the Customer). The service is offered for business purposes only. Anyone accepting on behalf of an organisation confirms they are authorised to bind it. Your authorised users access the service on your behalf and you remain responsible for their use of it.

2. How this agreement is formed

Your agreement is formed when you tick the acceptance checkbox presented at signup (or, for a team member added later, at first login), which records your acceptance of: (a) these Business Terms of Service at the version then displayed, (b) the Acceptable Use Policy at /legal/acceptable-use, and (c) the Data Processing Agreement at /legal/dpa, which applies to our processing of personal data on your documented instructions and prevails over these terms in a conflict concerning that processing.

Existing customers. If you signed up before we introduced acceptance by checkbox, we will ask you to re-accept these terms at your next login. Continuing to use the service after that prompt, without re-accepting, does not itself constitute acceptance — silence is not consent to a change of terms or of contracting entity (see Sections 15 and 16). If you do not re-accept within 30 days of the effective date shown in the prompt, your account moves to read-only access (you can still view and export your data) until you re-accept, and may then be terminated.

An order (where applicable) must identify the customer, the plan, fees, currency, subscription period, billing interval and any additional commitments. Trials are described in Section 5. Today, every customer contracts through self-service signup; if we ever also offer an individually negotiated order document, that document will state expressly whether and how it varies these terms, and will prevail over these terms only to the extent it says so. We keep the version of these terms, the DPA and the Acceptable Use Policy you accepted, together with the timestamp and accepting user, for at least 10 years. Publishing a later version does not, by itself, change the terms governing an agreement you already accepted; Section 16 explains how changes are notified and take effect.

3. Accounts, roles and access

You may authorise users to access your subscribed service for your business operations, with the role (owner, admin, manager, staff or viewer) you assign them. Only owners and admins may invite team members. You are responsible for: assigning appropriate roles, protecting authentication credentials (magic link, passkey, TOTP, SMS one-time code or social login, as enabled), keeping your company details accurate, and removing access promptly when no longer required. Report suspected compromised access to support@raysly.com. Your responsibilities under this section do not excuse a failure attributable to us.

Some plans charge per additional team seat beyond an included number, and set limits on users, storage, monthly lead volume, and connected integrations, shown in your plan details.

4. The service and your responsibilities

We provide the functions included in your subscribed plan and the applicable service description. Raysly includes, depending on your plan: a partner/customer relationship management system for your leads and orders; a hosted storefront for your own business under a Raysly- or Comparisun-network subdomain, or your own custom domain; billing, quoting and document tools; and optional integrations (accounting, calendar, storage, messaging and social publishing) that you may connect.

Estimates, calculators, generated content and workflow suggestions produced by the service require your review before use in customer-facing offers, designs, filings or other decisions. You remain responsible for your own customer contracts, installation work and any professional or regulatory assessments your business requires. This does not remove our responsibility to provide the contracted software as agreed.

The portal does not currently include any feature that generates customer-facing content with AI. AI-assisted parsing of documents your end customers upload is available only if it is switched on for your account (see Section 6). We also use AI-assisted translation for supplier catalogue content, which does not involve your data. If we add a customer-facing generation feature, we will describe it here, including any human-review expectation, before it becomes available.

5. Fees, trials, renewal and cancellation

Fees, currency and taxes. Your plan's price, currency, billing interval (monthly or annual) and any per-seat charge are shown at signup or in your account and may be paid via our supported payment gateways (see our Subprocessor List for current providers). Prices are stated exclusive of tax unless shown otherwise; where VAT or another sales tax applies, it is added at checkout or on your invoice.

Trials. Where a plan offers a free trial, your payment method is verified and may be charged a small verification amount at signup; the full subscription price is not charged until the trial ends. The trial length is set per plan and shown to you before you start it, along with the date you will first be charged. Each customer may take one trial per plan tier unless we agree otherwise.

Auto-renewal. Paid subscriptions renew automatically for a further period of the same length as your billing interval, at the then-current price for your plan, unless you cancel before the renewal date. For annual plans we send renewal reminder notices in advance of the renewal date. If we increase your plan's price, we will give you at least 30 days' notice before it applies to your renewal (Section 16); until you receive that notice, your renewal is at the price you are already paying.

Cancellation and refunds.

• Monthly plans: if you cancel within 3 days of your first payment, we refund that payment in full. If you cancel after that window, we do not refund the current period, and you can keep using your paid period until it ends.
• Annual plans: if you cancel within 14 days of your first payment, we refund that payment in full. If you cancel after that window, we refund exactly the unused days of your current annual period, pro-rata to what you paid (unused days ÷ total days in the period × amount paid) — not a monthly-rate recalculation and no separate clawback of any discount. Closing your account while on an annual plan refunds the unused days on this same basis.
• Refunds of €500 or more are approved manually before payment, which can add a short processing delay; you will be told if this applies to your refund.
• These cancellation and refund terms do not apply where you terminate because of our uncured material breach, or where you terminate following a transfer notice under Section 15: in either case we refund the unused portion of any prepaid fee in full.

Non-payment. If a payment fails, your account moves to a past-due state and we will attempt to notify you and collect payment again. A past-due account cannot upgrade or change plans until the balance is resolved, and may be suspended under Section 11 if the balance is not resolved within a reasonable cure period.

Other charges. SMS messaging sent through the service is billed at a resale rate that includes a margin over our own cost. See Section 10 (Marketplace Annex) for commission on marketplace orders, which is a separate charge from your subscription fee.

6. Storefronts, customer content and Raysly's role as processor

Storefront hosting. Raysly lets you operate a customer-facing storefront under a subdomain of our network or your own custom domain. You are the controller and the publisher of your storefront: you decide what it says, what it sells, and what personal data it collects from your end customers, and you are responsible for your own storefront's legal pages (Terms, Privacy, Cookie Policy), which the service generates a starting template for and which you must review, keep accurate and update as your business changes. We host the infrastructure and, for personal data your storefront collects, act as your processor under the Data Processing Agreement.

What we do not control. You cannot edit certain parts of the checkout flow that we lock platform-wide for consistency and to protect your customers — payment handling, refund-policy display and price disclosure at checkout are fixed by us; you configure everything else (branding, additional fields, document requirements).

Notice-and-action for storefront content. If someone tells us that content on a storefront is unlawful (for example, a false or misleading claim, or content that infringes a right), tell us at support@raysly.com with enough detail to locate the content, and we will assess it and act within a reasonable time, which may include removing or disabling access to the content and telling you why. We may remove or restrict access to storefront content that breaches the Acceptable Use Policy, applicable law, or this section.

Uploaded customer documents. Some regions' default checkout configuration requests identity or property documents (for example, an ID card, passport or title deed copy) from your end customers. You are responsible for configuring only the document categories your business genuinely needs.

AI-assisted document parsing. If automated parsing of your end customers' uploaded competitor offers is switched on for your account, the document is sent to an AI provider for extraction. We will tell you which provider before it processes any of your end customers' documents.

7. Customer data, ownership and privacy roles

You retain your rights in the data and content you and your end customers submit through the service ("Customer Data"). You authorise us to process it to provide the contracted service, subject to the Data Processing Agreement where applicable. This does not transfer ownership of Customer Data to us.

Processing roles. For data processed on your documented instructions (your leads, your team, your storefront visitors), we act as your processor under the DPA.

Shared customer identity. An end customer who interacts with more than one storefront, or with both Raysly and Comparisun, is recognised across those surfaces by their email address. Raysly is the controller of that shared login account (see the Privacy Notice, Section 3a).

Aggregate and anonymous uses. You authorise us to derive anonymised, aggregated statistics from the service — product/offer popularity counts and platform-wide order counts — and to use those statistics to improve the service and to show trust statistics to Comparisun visitors. The published statistics contain no data that identifies your business, your end customers or your commercial terms. Deriving them from records that contain personal data is itself processing of personal data; we carry out that derivation step as a documented instruction under the DPA or, where it serves our own purposes, as a controller under our Privacy Notice, and the resulting statistics are no longer personal data.

Privacy Notice. Our Privacy Notice at /privacy explains our own processing as a controller — for example, of your own account, billing and support data. It is an information notice, not blanket consent to processing.

8. Confidentiality

Each party must protect non-public information disclosed by the other that is identified as confidential or should reasonably be understood to be confidential, using it only to perform this agreement and disclosing it only to people who need it for that purpose under equivalent confidentiality obligations. This does not cover information the receiving party can show was already lawfully known to it, independently developed, lawfully received without restriction, or made public without breach of this agreement. Legally compelled disclosure is permitted, with notice to the other party where legally allowed and reasonable assistance in resisting or narrowing the disclosure. This obligation survives termination for 5 years, or indefinitely for information that qualifies as a trade secret under applicable law.

9. Security, encryption and integrations

We maintain technical and organisational measures appropriate to the risk of the Customer Data we process, described in more detail in the Data Processing Agreement.

Optional content-blind (zero-knowledge) encryption. You may enable a feature under which lead and other content fields are encrypted in your browser before being sent to us, so that we cannot read that content on our own. Where enabled: (a) this applies only to the data categories the feature currently covers, which we will identify to you when you enable it, not necessarily all data in your account; (b) your key is derived from your passphrase in your browser. At activation you receive a recovery card that on its own is enough to reconstruct your key, so anyone who obtains the card (lost, stolen or legally seized) can decrypt your content, and you must store it accordingly. We do not currently hold any recovery share of our own — if you lose your recovery card and your device, your content cannot be recovered by us or by anyone else. We do store a salt, a passphrase verifier and your key material wrapped under your passphrase-derived key, so a weak passphrase could be guessed offline by someone who obtained those records. Separately, you can grant a named administrator time-boxed access to specific records through a break-glass procedure that you initiate; (c) this is not an unconditional guarantee that content can never be accessed — for example, data you choose not to encrypt, and metadata needed to operate the service, remain visible to us in the ordinary course.

Integrations. Where you connect a third-party integration (accounting, calendar, storage, messaging, social publishing or your own payment account), that integration is governed by your agreement with that third party as well as this agreement. We are not responsible for a third-party integration's own availability, changes or terms. Connecting an integration does not itself authorise us to disclose your Customer Data to that integration beyond what the integration requires to function as configured by you.

10. Marketplace Annex — Comparisun listing (Platform-to-Business Regulation)

This annex applies only if and while you opt your business into the Comparisun marketplace (a feature you switch on yourself, subject to our approval and available per region). It supplements, and does not replace, the rest of these terms, and reflects our obligations to you as a "business user" under Regulation (EU) 2019/1150 (the "P2B Regulation") to the extent it applies to your use of the marketplace listing.

Luxa Energy LTD operates both Comparisun and Raysly, and gives the commitments in this annex.

Additional distribution channels. We do not currently syndicate or distribute your Comparisun-listed offers to any other site, marketplace or affiliate programme beyond the Comparisun results pages themselves. If this changes, we will disclose the new channel here (Art. 3(1)(d)).

10.1 What the marketplace listing is. Opting in makes your products/offers eligible to appear in Comparisun's consumer-facing comparison results for the region(s) you enable, subject to our approval. Comparisun's results are drawn only from Luxa Energy and from businesses using Raysly that have opted into the marketplace listing; Comparisun does not include a hand-compiled or third-party listing that was not supplied by the business itself. Leads generated through the Comparisun marketplace (as distinct from leads to your own storefront) are assigned to you by our staff; assignment is currently a manual staff decision, without a published, objective allocation algorithm.

10.2 Main ranking parameters (Art. 5). Comparisun's consumer-facing ranking is explained in full, including the exact weighting of each factor, in the "How Comparisun works" page linked from every results page. In summary: consumers may sort by price, by a quality/warranty score built from your stated product warranties, or by a "best value" score combining estimated production, price and the quality score. Luxa Energy's offers are scored using exactly the same criteria and weights as every other business user's offers — see 10.3. Where local grid or regulatory rules cap the system size, an off-grid option may be placed first regardless of the sort chosen. Assignment of Comparisun-marketplace leads to individual business users is described in 10.1 and is not part of the consumer-facing ranking calculation. No business user, and no subscription tier, can pay for higher placement or improved ranking (P2B Art. 5(3)).

10.3 Differentiated treatment: our own affiliated installer (Art. 7). Luxa Energy LTD also operates, or is affiliated with, Luxa Energy, whose offers appear in the same Comparisun results as offers from businesses using Raysly.

Who Luxa Energy is, now and in future. The relationship between us and Luxa Energy takes one of two forms:

• Now: Luxa Energy and Luxa Energy LTD are the same legal entity. Luxa Energy LTD is both the operator of the marketplace and the installer trading as Luxa Energy, and is the controller for both the comparison service and any order placed with Luxa Energy.
• Later, if the operating entity changes: Luxa Energy becomes a separate, related company under common ownership with Luxa Energy LTD — no longer the operator, and no longer covered by this clause as "us." At that point, your order with Luxa Energy is a contract with that separate company, which becomes an independent controller for its own order data; the platform's hand-off of an enquiry to Luxa Energy is a controller-to-controller disclosure, on the same footing as any other installer receiving a marketplace lead. Luxa Energy's commercial terms with Luxa Energy LTD (data access, any commission, listing terms) will then be on arm's-length terms, the same as the terms in this annex that apply to you.

Ranking parity (Art. 7). Luxa Energy's offers are ranked using exactly the same criteria, formula and inputs as every other business user's offers, with no adjustment, bonus or other differentiated scoring for the affiliation. Luxa Energy's cards carry a visible "Offer from the platform operator" label. We do not give Luxa Energy any different access to your data, leads or pricing than any other business user receives, and we do not use your offer, pricing or lead data to prepare Luxa Energy's offers.

10.4 Data access (Art. 7(3), Art. 9). Luxa Energy does not receive access to your Customer Data, your leads, your pricing or your marketplace performance data beyond what is available to any business user of comparable standing, except as stated in 10.3. As the marketplace operator, our staff can access the data needed to assign leads and administer the marketplace (consumer contact and enquiry details, your pricing and product data, and your marketplace performance statistics), under our own internal access controls; we do not share it with any third party except as described in the Data Processing Agreement and this annex. You receive the consumer's contact and enquiry details for a lead assigned to you. Aggregate, de-identified data (product popularity counts, platform-wide order counts) may be used by us as described in Section 7; these aggregates do not identify your business or its terms to any other business user, including Luxa Energy.

10.5 Remuneration and commission (Art. 7(3)(c)). Marketplace orders are subject to a commission calculated as a percentage of the order total, set per business user in your account or order confirmation. Luxa Energy pays this commission on its own marketplace sales on exactly the same basis as every other business user of comparable standing — no discount, waiver or different rate for being affiliated with Luxa Energy LTD.

10.6 Payment handling. End-customer money from your marketplace listing or storefront lands only with you: either by bank transfer to your own IBAN, or through your own connected payment provider (for example Mollie), which you set up and control under your own contract with that provider. Luxa Energy LTD is not a party to that payment, never receives or holds your customers' funds, and does not act as your payment service provider or merchant of record for these amounts. A business user must connect its own payment method before storefront/marketplace checkout can charge an end customer.

10.7 Restriction, suspension and termination of your marketplace listing. We may restrict or suspend your marketplace listing where we reasonably believe you have breached the Acceptable Use Policy, applicable law, or this annex, or where we reasonably believe continuing to list you poses a risk to consumers or to the platform. We will give you a statement of reasons for a restriction or suspension before or at the time it takes effect, referring to the specific facts and the ground relied on. If we terminate your marketplace participation entirely (as distinct from restricting or suspending it), we will give you a statement of reasons at least 30 days before termination takes effect, unless (a) we are subject to a legal or regulatory obligation to terminate sooner, (b) we exercise a right of termination for an imperative reason under national law compatible with EU law, or (c) you have repeatedly breached these terms; in those cases we still give you the statement of reasons without undue delay, unless a legal or regulatory obligation prevents it. You may clarify the facts and challenge the decision through the complaint process in 10.11, and if we reverse a restriction, suspension or termination we will restore your listing without undue delay. This section governs only your marketplace listing; it does not itself terminate your underlying Raysly subscription, which is governed by Section 11.

10.8 Changes to this annex. We will give you at least 15 days' notice before a change to this annex or to the ranking parameters described in 10.2 takes effect, except for a change we reasonably consider necessary to comply with a legal requirement or to address an identified security risk, which may take effect sooner with notice given as soon as reasonably possible. If you do not agree with a change, you may opt out of the marketplace listing (without needing to cancel your underlying subscription) before the change takes effect.

10.9 Data after termination (Art. 8(c)). If your marketplace listing or your subscription ends, you may export your marketplace order and lead data for a period after termination as described in Section 12. Marketplace-sourced data is included in the export described in Section 12, on the same 30-day basis.

10.10 No price-parity or "most-favoured-nation" clause. We do not require you to offer Comparisun consumers your best price, and nothing in this annex prevents you from offering better terms through your own storefront or any other channel.

10.11 Complaint handling (Art. 11). You may raise a complaint about our compliance with this annex, our ranking, or our differentiated treatment of Luxa Energy at support@raysly.com. We will acknowledge your complaint within 5 working days and aim to resolve it within 30 days; if we cannot, we will tell you why and what happens next. This process is free of charge to you.

11. Suspension, termination and exit

We may suspend your access where reasonably necessary to address a security risk, a suspected breach of the Acceptable Use Policy or this agreement, or non-payment after the cure period described in Section 5, limiting the suspension to what is proportionate to the issue and restoring access once it is resolved. Except where the risk is urgent (for example, active fraud, a security threat, or a legal requirement to act immediately), we will tell you why first and give you a reasonable opportunity to respond before suspending your access.

Either party may terminate for the other's uncured material breach, on notice with a reasonable opportunity to cure (except where the breach is not capable of cure). Either party may also terminate immediately on notice if the other becomes insolvent, enters liquidation or administration, or ceases to carry on business, to the extent this right is enforceable under the insolvency law of Cyprus.

Termination for convenience. You may cancel this agreement at any time, without cause, effective at the end of your current billing period; your refund, if any, for the period already paid follows the cancellation and refund rules in Section 5 (for an annual plan, the unused-portion refund described there). We may also terminate this agreement without cause, on at least 30 days' notice, with a pro-rata refund of any prepaid fees for the period after the termination date.

On termination or expiry for any reason, your data export window and the deletion of your account data follow Section 12 (the 30-day closure grace period and what happens after it).

12. Data export and deletion after termination

Downloading your data. As the account owner, you can download a single ZIP file with a copy of every database record and every stored file connected to your organisation, at any time, from Settings → Close account → Download everything (ZIP) (a JSON-only option is also available). The archive downloads directly from the page — there is no emailed link and no waiting period. It includes a manifest listing exactly what is included and what is deliberately excluded. Never included: passwords, security tokens or keys, encrypted credentials, other organisations' data, or files shared with another business user. If you use content-blind (zero-knowledge) encryption, affected lead content is included exactly as stored — encrypted, and unreadable outside the tool that holds the relevant key. Limits: up to 5 downloads per hour; if your archive would be larger than 500 MB, contact us at support@raysly.com and we will prepare it directly.

Closing your account. As the account owner, you can close your organisation's account at any time from the same place, and this is never conditional on downloading your data first. Closure is scheduled for 30 days later, and you can cancel it at any time during that window. Closing your account stops your paid subscription as part of scheduling closure — we will not continue to charge you after you have asked to close your account.

What happens after the 30 days. We delete or anonymise your account data, including your leads, orders, customers, documents, and storage-binding configuration, and revoke your connected integrations, except for the items below.

• Invoices and accounting records we are required to keep for tax, accounting or legal purposes, for 10 years in every country, kept in anonymised form where the retention purpose allows it.
• Evidence of what you and your team accepted or consented to, and of the erasure itself (Section 2), kept in a form no longer linked to you, for the legal retention period that applies.
• A minimal suppression marker, so we know not to contact you again.
• Data that exists only in database backups, which is deleted as those backups are next overwritten in the ordinary rotation (up to 365 days).
• Your end customers' data that you control (their leads, orders and any documents they uploaded to you) is deleted or anonymised with the rest of your account data, since you are the controller of that data, subject to the same exceptions as above (for example, statutory retention of an order's financial records). Where an end customer has their own account or relationship directly with us — for example, through Comparisun — we forward your closure to them as notice; it does not by itself delete data they hold a relationship with us over, and their own rights are addressed in the Data Processing Agreement and, for their own account, directly with us.

Team members. If you leave an organisation (for example, your access is removed, or you leave the business), the organisation, as controller, remains responsible for the data connected to your former access; contact the organisation's owner or admin to request deletion.

13. Responsibility and liability

Warranties. We will provide the service with reasonable skill and care and substantially as described in the applicable service description. We target 99.5% service availability, published at https://status.raysly.com — this is a published target only, not a service-level credit or a contractual warranty. We aim to respond to support requests within 1 business day, by email. Except as stated in this agreement, the service is provided without other warranties to the extent permitted by law.

Liability cap. Subject to the paragraph below, each party's total aggregate liability arising out of or in connection with this agreement, for all claims arising in any contract year, is limited to the greater of (a) the fees paid and payable by you under this agreement in the 12 months before the first event giving rise to liability and (b) €5,000, a fixed minimum amount so the cap is not zero for a trial, free-tier or newly subscribed customer. This cap does not limit your obligation to pay fees and charges due under this agreement. Neither party is liable to the other for indirect or consequential loss, or for loss of profit, data or goodwill, except that this does not exclude the cost of restoring Customer Data lost as a result of our failure to meet our security obligations under the Data Processing Agreement. This agreement does not shorten any statutory limitation period.

What is never capped or excluded. Nothing in this agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under applicable law. For agreements governed by Swiss law, a party's advance limitation of liability may not exclude liability for unlawful intent or gross negligence (Art. 100 para. 1 OR). For agreements governed by the law of England and Wales, any exclusion or limitation in this agreement is subject to the Unfair Contract Terms Act 1977 to the extent that Act applies.

Indemnities. Each party will defend the other against a third-party claim described below and indemnify the other for the resulting damages finally awarded (or agreed in settlement), provided the indemnified party gives prompt notice, lets the indemnifying party control the defence and settlement, and gives reasonable cooperation.

• You indemnify us against a third-party claim arising from: your storefront content; your own customer contracts and installation work; your breach of the Acceptable Use Policy; or your unlawful use of the service, including unlawful outreach or messaging you send through it.
• We indemnify you against a third-party claim that the Raysly software itself, as we provide it to you and used as intended, infringes that third party's intellectual property rights, except to the extent the claim arises from your own modification of the software, your combination of it with something we did not provide, or a third-party service or integration you connected.
• Scope of the indemnities. These indemnities are not subject to the liability cap in this Section 13 to the extent the law does not allow limiting them (for example, a wilful infringement); otherwise, each party's liability under this indemnity is capped separately from the general liability cap above, at the greater of (a) the fees paid and payable under this agreement in the 12 months before the claim and (b) €5,000.

14. Intellectual property, feedback and content

Rights in the Raysly software, and in any template, configuration or default content we provide, remain with us or our licensors. You retain your rights in your Customer Data and in content you create using the service (for example, your storefront copy and branding). If you give us feedback or suggestions about the service, you grant us a perpetual, royalty-free licence to use it to improve the service, without any obligation to credit or compensate you.

15. Assignment and change of contracting entity

By you. You may not assign or transfer this agreement without our prior written consent, which will not be unreasonably withheld.

By us. You agree in advance that Luxa Energy LTD may transfer this agreement in whole, including all rights and obligations, (a) to an affiliated company, or (b) to any company that takes over all or part of the business operating Raysly, including the part serving customers in a particular country or region. The transfer takes effect on the date stated in a written notice sent to your account email at least 30 days in advance. The transferee assumes all obligations under this agreement from that date, including those under the Data Processing Agreement. You may terminate this agreement with effect on the transfer date, without penalty, by notice given before that date, and will receive a pro-rata refund of prepaid fees for the period after the transfer date. If a transfer would move your agreement to an entity governed by a materially different law than the one currently stated in Section 17, the notice under this clause will say so explicitly, since that changes your rights under Section 17 — this Section 15 does not itself decide which law applies after a transfer; that is set by the notice given at the time.

16. Amendments and notices

We may update these terms, the Acceptable Use Policy or fees for reasons including legal or regulatory change, new features, or changes to our costs. We will give you at least 30 days' notice before a change takes effect, and never less than 15 days while you are opted into the Comparisun marketplace. The only exceptions are a change we must make to meet a legal or regulatory obligation, or to deal with an unforeseen and imminent danger from fraud, malware, spam, a data breach or another cybersecurity risk. A change notified without the notice this section requires does not bind you. If a change is materially adverse to you, you may terminate before it takes effect, and we will refund any prepaid fees for the period after termination. A fee increase that applies at your renewal, rather than mid-term, is instead governed by the renewal notice in Section 5, not this section. We will notify you of a change by email to your account contact and by posting the updated version, identifying what changed and its effective date. Previous versions remain available on request.

Notices to you are sent to your account's registered email address; notices to us are sent to support@raysly.com. Keep your account contact details current.

17. Governing law and forum

B2B (this agreement). This agreement is governed by the laws of the Republic of Cyprus (including the law of the European Union as it applies in Cyprus), excluding any rule of private international law that would lead to the application of the law of another country and excluding the United Nations Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction lies with the courts of the Republic of Cyprus, without prejudice to any mandatory consumer-protection rule that would otherwise apply (this agreement is not intended for consumers; see Section 1).

If you are in Switzerland

Nothing in this section displaces a mandatory rule of the Swiss Code of Obligations that cannot be excluded by agreement between businesses.

If you are in the United Kingdom

Nothing in this section displaces a right you have under UK law that cannot be excluded by agreement, including under the Unfair Contract Terms Act 1977 to the extent it applies to a contract on our standard terms.

18. General

Subcontracting. We may use subcontractors to help provide the service, remaining responsible for their performance as if it were our own, subject to the Data Processing Agreement for any subprocessor. Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control. Severability. If a provision is found unenforceable, the rest remains in effect. Waiver. A failure to enforce a provision is not a waiver of it. Notices. A notice under this agreement must be in writing and is validly given by email to the address stated in Section 16. Entire agreement. This agreement, together with the Acceptable Use Policy and the Data Processing Agreement, is the entire agreement between the parties regarding the service, superseding prior discussions on the same subject. Language. These terms are published in English; where a translation is provided for convenience, the English version controls in the event of a conflict.

Document scope: Cyprus, Switzerland, United Kingdom.