Terms and Conditions

Last updated:

Dec 13, 2025

4AdminLtd.

Company no. 154494f3

TERMS AND CONDITIONS FOR ACCESSING SERVICES

Welcome to 4Admin Ltd. trading as 4Admin (Company).

In these terms, we also refer to Company as “our”, “we”, or “us”.

And you are referred to as “Client” or “you”, the legal entity that purchases the Services from the Company.

What are these Terms about?

These Terms apply when you use this website, being www.4admin.app and any other websites we operate

with the same domain name and a different extension (“Website”).

These Terms also apply when you access the services provided through this Website (“Services”). Where the

provision of Services includes any support services, the Company will provide the necessary support in

accordance with Schedule 3.

If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can

find it here https://www.4admin.ai/privacy.

I’ve returned to your Website, do I need to read these terms again?

Once you (User) subscribe to our Services, the Terms accepted at the point of sale (subscribing to the

Services) will apply to your access of the Services provided through the Website. However, please note that

we may change any part of these Terms at any time by updating this page of the Website, so you may find

that different Terms apply next time you use this Website or access the Services. You can check the date at

the top of this page to see when we last updated these Terms.

1 ACCESS AND USE OF THE WEBSITE

You must only use the Website in accordance with these Terms and any applicable laws, and in case

of the User being an organisation, you must ensure that your employees, sub-contractors and any

other agents who use or access the Website comply with the Terms and any applicable laws.

1.2 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicatinga gender includes thecorresponding words of any othergender;

or grammatical form of that word or phrase has a corresponding meaning;

(d) (these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or

annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or

annexure to or of these Terms, and a reference to these Terms includes all schedules,

exhibits, attachments and annexures to it;

(e) (document) a reference to a document (including these Terms) is to that document as

varied, novated, ratified or replaced from time to time;

(f) (headings) headings and words in bold type are for convenience only and do not affect

interpretation;

(g) (includes) the word “includes” and similar words inany form is not a word of limitation; and

(h) (adverse interpretation) no provision of these Terms will be interpreted adversely to a

party because that party was responsible for the preparation of these Terms or that

provision.

1.3 DEFINITIONS

(a) “Charges” means the Fees actually paid by the Client to the Company for the Services;

(b) “Credit Tier Subscription” means the subscription plan the Client agrees to and pays for

following the Free Trial;

performed by the Services. It has the same meaning as a “LoA” and is also referred to in

service documentation as a “LoA”. All references to Credits in these Terms are to be

construed in this sense. One Credit always equals one LoA;

(d) “Currency” means pound sterling (GBP);

(e) “Free Trial” has the meaning as per clause 3(a);

(f) “Intellectual Property Rights” or “IPR” means copyright, trade mark, design, patent,

semiconductor and circuit layout rights, trade, business, company and domain names,

confidential and other proprietary rights, and any other rights to registration of such rights

whether created before or after the date of these Terms both in the United Kingdom and

throughout the world;

(g) “LoA”: refers to a usage metric. One LoA equals one analysis of a financial policy

performed by the Services. It has the same meaning as a “Credit”. One LoA always

equals one Credit;

(h) “Overage Rate” means £3.99 per additional Credit used;

(i) “Order” means a formal acceptance of the Client to purchase Services from the Company;

(j) “Party” or “Parties” means either Party’s executors, administrators, successors and

permitted assigns, including persons taking by way of novation and, in the case of a trustee,

includes any substituted or additional trustee;

(k) “Person” a reference to “person” or “you” includes an individual, the estate of an individual,

a corporation, an authority, an association, consortium or joint venture (whether

incorporated or unincorporated), a partnership, a trust and any other entity;

(l) “Third Party Terms” means the Terms and conditions of any third-party services that the

Company outsources, integrates with or relies on, as referenced in clause 9;

(m) “User” has the meaning of any employee, subcontractor or agent of the Client that

accesses or uses the Client’s account.

2 ACCOUNTS

2.1 ACCOUNTS

(a) In order to use some of the functionality of the Website, you will be required to sign-up,

(b) As part of the Account registration process and as part of your continued use of the

Website, you may be required to provide personal information and details, such as your

email address, first and last name, preferred username, a secure password, billing

addresses, mobile phone number, profile information, payment details, verified

identifications, and other information and documents as determined by the Company from

time to time. This may include permissions for accessing financial documents, email

communications, and telephone systems when utilising our integration features. By

providing email and telephone integration permissions, you authorise us to access, read,

and transcribe your email threads and calls for the purpose of providing the Services. Such

data will be subject to our 6-month automatic deletion policy, though you may manually

delete this data at any time through your account settings. You acknowledge that this

integration data may be essential for certain service features and deleting it may impact

service functionality.

(i) maintaining the confidentiality and security of your Account information and your

password; and

(ii) any activities and those of any third party (authorised or not) that occur through

your Account.

(d) You warrant that any information you give to the Company in the course of completing the

Account registration process, including any email account or telephone system integration

credentials, will always be accurate, honest, correct and up to date. You further warrant

that you have all necessary rights and authorisations to grant access to any integrated

communication systems.

(e) Once you complete the Account registration process, Company may, in its absolute

discretion, choose to accept you as a registered user within the Website and provide you

with an Account.

(f) Company reserves the right to contact you about any concerning behaviour by you, or to

seek a resolution with you.

(g) Company may suspend or cancel your Account for any reason, including for any failure to

comply with the Terms.

(h) You also agree to let us know if you detect any unusual activity on your Account as soon

as you become aware of it.

(i) We will not be responsible to you for, and expressly disclaim any liability for, any cost, loss,

damagesor expenses arising out of a failure by you to maintain the security of your Account

information or your password.

(j) Youagree to release Company from any and all liabilities for any loss or damage that arises

out of or in connection with information you provide that is not accurate, honest, correct or

up-to-date.

2.2 ACCOUNT CANCELLATION

(a) (Cancellation by you) You are responsible for cancelling both your subscription and

Account separately. You must first cancel your subscription through your account settings

or by contacting customer service. Your Account will remain active after subscription

cancellation unless you specifically request Account deletion. Upon Account deletion, you

will have 30 days to export or delete your data before it is automatically removed from our

systems. Any unused Credits from pre-paid plans will be forfeited upon subscription

cancellation.

(b) (Cancellation by us) To the extent permitted by law, we reserve the right to terminate your

access to any or all of the Website at any time without notice without issuing a refund if you

breach any provision of these Terms.

3 PAYMENT FOR ACCESSING SERVICES

(a) (Free Trial) You will be able to access the Services provided through the Website for a

period of 14 days as a free trial with limited Credits and/or LoA’s.

(b) (Subscription) You must select and purchase a Credit Tier Subscription plan to continue

accessing the Services after the trial period ends. Access to the Services will automatically

cease if no subscription plan is selected.

(i) based on Credit Tier Subscriptions with predetermined Credit allocations,

available in monthly, 6-month, and annual pre-pay options, details of which are

available at https://4admin-website.vercel.app and as agreed in an Order. Each

tier includes a specific number of Credits that can be used within the Services.

Unused Credits do not roll over between billing periods.

(ii) in British Pounds ‘GBP’ (except where otherwise indicated); and

(iii) subject to change by the Company prior to You completing the payment.

(d) (Payment obligations) Unless otherwise agreed in writing, you must pay for the Credit

Tier Subscription selected by you at the time of placing an Order. Payment options include

monthly, 6-month and annual pre-pay plans. For monthly subscriptions, payment is due at

the start of each billing cycle. For 6-month, and annual pre-pay plans, the full amount is

also due upfront with applicable discounts (subject to change).

(e) (Overage Rate) Once your allocated Credits (LoAs) for your selected Credit Tier

Subscription are exceeded before the end of your billing cycle, you will automatically be

charged at the Overage Rate for each additional Credit (LoA) used (currently £3.99 per

Credit/LoA, subject to change), unless otherwise agreed in an Order.

(f) (Non-Payment and Suspension) The Company reserves the right to suspend your

Account for any non-payment of Fees (including overage charges) or if you exceed your

Credit/LoA allocation and fail to pay the applicable Overage Rate.

(g) (VAT) Unless otherwise indicated, amounts stated do not include VAT. In relation to any

VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a

tax invoice.

(h) (Online payment partner) We may use third-party payment provider, currently Stripe,

(Payment Providers) to collect payments. The processing of payments by the Payment

Provider will be, in addition to these Terms, subject to the Terms, conditions and privacy

policies of the Payment Provider and we are not liable for the security or performance of

the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider

to correct, any errors or mistakes in collecting your payment. The Terms and conditions of

Stripe may be accessed using https://stripe.com/gb/legal/consumer.

(i) (Pricing and Credit errors) In the event that we discover an error or inaccuracy in any

invoiceor credit allocation raised by the Company, we will attempt to contact youandinform

you of this as soon as possible and issue an updated invoice or credit adjustment rectifying

such error or inaccuracy. Any credit balance adjustments will be reflected in your account

within 24 hours of the correction.

(j) (Auto-renewal) Unless you cancel your Account, it will be automatically renewed at the

end of your billing period (monthly, 6-month, or annual) at the rate(s) then in effect for your

selected Credit Tier Subscription. You may opt out of the automatic renewal at any time

through your account settings or by contacting customer service at support@4admin.co.uk,

and your subscription will continue until the end of your current billing period. Any unused

Credits at the end of your billing period will expire unless otherwise specified in your

subscription plan. We will give you at least 30 days’ email notice of any change to the

Overage Rate or subscription pricing before renewal.

(k) (Upgrades) The Client may request an upgrade to a higher Credit Tier Subscription at any

time during the Subscription term by emailing support@4admin.co.uk. The Company may

also require an upgrade if the Client’s usage or feature needs exceed its current Credit Tier

Subscription. If the Company and Client do not agree on an upgrade, the Company may (i)

limit or suspend the Services to the current tier limits, or (ii) continue to provide the Services

and charge the applicable Overage Rate until an upgrade is in place.

4 CLIENT OBLIGATIONS

You must not:

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher, reverse assemble,

reverse compile or decompile any part or aspect of the Website, including any email or

telephone integration functionality, without prior written consent of the Company;

(b) use the Website for any purpose other than the purposes of browsing, selecting or

accessing the Services;

illegal or fraudulent activity;

(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create

undue burden on the Website or the servers or networks that host the Website;

(e) use the Website with the assistance of any automated scripting tool or software, except for

authorised API integrations specifically approved by the Company;

(f) post or share any personal information of children under 13 or the applicable age of digital

consent of allow minors to access and use the Services without consent from their parent

or guardian;

(g) act in a way that may diminish or adversely impact the reputation of Company, including

by linking to the Website on any other website; and

(h) attempt to breach the security of the Website, or otherwise interfere with the normal

functions of the Website, including by:

(i) gaining unauthorised access to Website accounts or data;

(ii) scanning, probing or testing the Website for security vulnerabilities;

(iii) overloading,flooding, mailbombing, crashing or submitting avirus tothe Website;

(iv) instigate or participate in a denial-of-service attack against the Website.

5 INFORMATION ON THE WEBSITE

(a) While we make every effort to ensure that the information on the Website is as up-to-date

and accurate as possible, you acknowledge and agree that we do not (to the maximum

extent permitted by law) guarantee that:

(i) the Website will be free from errors or defects (or both, as the case may be);

(ii) the Website will be accessible at all times;

(iii) messages sent through the Website will bedelivered promptly,or deliveredat all;

(iv) information you receive or supply through the Website will be secure or

confidential; and

(v) any information, analysis or other output generated by the Services (including

AI-driven extractions, transcriptions or summaries) will be accurate, complete,

reliable or fit for any particular purpose; and

(vi) any such output will be produced within a particular time frame or without delay.

(b) We reserve the right to change any information or functionality on the Website by updating

the Website at any time without notice, including service description, prices and other

Website Content.

6 USER CONTENT

(a) In using the Services you may upload or otherwise provide data and receive

corresponding output; together these are “User Content.” User Content includes, without

limitation, PDFs and other documents, financial-policy data, emails, call transcriptions

and any other material you authorise us to access. Subject to applicable law, you retain

all ownership rights in User Content and, to the extent the Company may hold any rights

in output data, those rights are hereby assigned to you. User Content that remains

inactive for six (6) months will be automatically deleted, unless you delete it sooner via

the data-wiping tool provided in the Services.

(b) The Company will store and process the User Content in accordance with its privacy policy

and in compliance with the applicable laws. The Company will only use the User Content

for the limited purpose of providing you the Services and will not use any User Content for

development or improvement of its Services. You will receive notification 30 days prior to

any automatic deletion of your data.

that you have all rights, title, interest, licenses and permissions, as may be required, to

provide such input data and information while using the Services. This includes, but is not

limited to, ensuring you have appropriate consent and authorisation to share email

communications and telephone recordings through our integration services, including

consent from all parties involved in such communications. You further acknowledge and

confirm that you will be solely responsible for evaluating the accuracy, intended purposes

and use of the output data. The Company or any of its third-party suppliers will in no way

be responsible for ensuring the accuracy and appropriateness of the output data accessed

by you using the Services.

(d) You shall not use the output data for development of any artificial intelligence models that

compete with the Services. The output data may however be used for development of

artificial intelligence models primarily intended to categorise, or organise data (e.g.,

embeddings or classifiers), as long as such models are not distributed or made

commercially available to third parties. The output data must also not be used to fine tune

models provided as part of the Services.

(e) The Client shall not share any single-user login outside its authorised Users. Failure to

comply with this clause 5(e) may result in the Company terminating the Services, and the

Client will remain liable to pay the balance of the current Credit Tier Subscription in full.

7 INTELLECTUAL PROPERTY

(a) The Company retains full ownership of the Website and all materials on the Website

(including text, graphics, logos, design, icons, images, sound and video recordings,

pricing, downloads and software) (“Website Content”) and reserves all rights in any

Intellectual Property Rights (“IPR”) owned or licensed by it (excluding any User Content

and any output data that has been assigned to the Client under clause 5) which are not

expressly granted to the Client.

(b) The Client may make a temporary electronic copy of all or part of the Website for the sole

purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell,

modify or publish the Website or any Website Content without prior written consent from

Company unless permitted by Law.

Company retains all IPR (including any IPR created, modified or amended in the course

of delivering the Services, and any IPR licensed to the Company by third parties). The

Client must not copy, reproduce, manufacture, exploit, or otherwise commercialise the

Services without the Company’s prior written consent.

8 THIRD PARTY SUPPLIERS

(a) The Company can, in its absolute discretion:

(i) outsource or sub-contract any part of the Services; or

(ii) procure any services from third party suppliers,

without further notice to or permission from the Client.

(b) To the maximum extent permitted under applicable Law, we will not be liable for any acts

or omissions of those third parties, including where such third parties cause delay or

damage to any part of your order or subscription, or are negligent in providing services.

9 THIRD PARTY TERMS AND CONDITIONS

(a) The User acknowledges and agrees that third party Terms & conditions (Third Party

Terms) may apply to certain components of the Services.

(b) The User agrees to comply with all applicable Third Party Terms for any third-party

services, and the Company will not be liable for any loss or damage suffered by the User

arising from those Third Party Terms or from any act or omission of such third-party

providers.

may access the terms and conditions of Microsoft Azure using the link

https://www.microsoft.com/en-us/legal/terms-of-use and Clerk using the link

https://clerk.com/legal/terms.

(d) You confirm and acknowledge to use the Services and the User Content only in compliance

with the applicable Law and all relevant Third Party Terms. You also confirm not to use the

Services or the User Content in a manner that infringes, misappropriates or otherwise

violates the rights of any third party.

10 LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not under our control. We have

no control over the content of any linked websites, and we are not responsible for that

content.

(b) Inclusion of any linked website on the Website does not imply our approval or endorsement

of the linked website.

11 SECURITY

To the maximum extent permitted by Law, the Company does not accept responsibility for loss or

damage to computer systems, mobile phones or other electronic devices arising in connection with

use of the Website. You should take your own precautions to ensure that the process you employ

for accessing the Website does not expose you to viruses, malicious code or other forms of

interference.

12 REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the

Website or any difficulty in accessing or using the Website, please contact the Company immediately

using the contact details support@4admin.co.uk.

13 PRIVACY AND DATA PROTECTION

13.1 CLIENT DATA

(a) Words and phrases in this section shall have the meaning given to them by applicable data

protection and privacy legislation in force from time to time in the UK including without

limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder);

the General Data Protection Regulation ((EU) 2016/679) to the extent applicable in the UK,

the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended,

and any applicable regulations regarding telephone recording and email monitoring; and

any statutory instrument, order, rule or regulation made thereunder, as from time to time

amended, extended, re-enacted or consolidated (collectively, Data Protection

Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall

have the meanings given to those terms in such Data Protection Legislation.

(b) During and after the delivery of the Services, the User agrees that the Company will be

processing personal data of the User (or it’s personnel), for its own purposes and, in its

capacity as a controller under the Data Protection Legislation and this includes (but is not

limited to) the following purposes:

(i) the Company providing Services;

(ii) the Company and/or its subcontractors and third party suppliers use the contact

details of the User to send marketing materials or other publications and the User

may opt out of marketing at any time;

(iii) the Company may process personal data concerning its other clients and

contacts in other ways for its own business purposes;

(iv) the Company may process and transfer personal data as necessary to effect a

re-organisation of its business; and

(v) the Company may share personal data with other legal or professional advisers

used by us to provide the User with legal or professional services.

of independent contractors and third party suppliers appointed by us for functions such as

data and file storage, back-up, destruction, billing, debt collection, legal processing and the

like, in accordance with the foregoing.

(d) Byaccepting these Terms, the User gives positiveconsent for the Company to obtain, store

and process information about the User as described in the clause 13.1.

(e) Each party shall comply with the terms of the Data Protection Legislation.

13.2 THIRD PARTY DATA

(a) During and after the delivery of Services, the Company will process personal data you have

provided, including but not limited to: (i) financial policies, pension documents, investment

documents and other files uploaded for AI analysis; (ii) data you directly input into the

Service; (iii) email communications and telephone recordings when using our integration

services; and (iv) any other personal data. The Company acts as a processor for this data

on your behalf.

(b) You agree that where necessary you will have satisfied relevant statutory grounds under

the Data Protection Legislation as also undertaken necessary compliance steps, in

connection with the processing, before providing the Company with personal data.

the Company in connection with this agreement (Third Party Data), that:

(i) You have all necessary rights and consents in relation to Third Party Data,

including all necessary consents or other lawful bases for email monitoring and

telephone recording where applicable, such that the Services can be performed

in respect of that data;

(ii) You are not breaching any Law by providing the Company with Third Party Data;

(iii) the Company will not breach any Law by performing the Services in relation to

any Third Party Data;

(iv) there are no restrictions placed on the use of the Third Party Data (including by

any Third Party Terms) and if there are any such restrictions, you have notified

the Company of this, and the Company has agreed to perform the Services in

respect of that data (being under no obligation to do so); and

(v) the Company will not breach any Third Party Terms by performing the Services

in relation to any Third Party Data.

(d) You agree at all times to indemnify and hold harmless the Company and its officers,

employees and agents from and against any loss (including reasonable legal costs) or

liability incurred or suffered by any of those parties, where such loss or liability was caused

or contributed to by a breach of any warranty in clause 13.2(a).

(e) The Parties acknowledge that in respect of any Third Party Data, or the purposes

described in clause 12.2(a) including email communications, telephone recordings, and

their transcriptions, and for the purposes of the Data Protection Legislation, you are the

controller and the Company is the processor. This applies to all data processed through

our integration services, and you remain responsible for obtaining necessary consents

from all parties involved in such communications.

(f) You and the Company will comply with the Data Protection Legislation.

(g) The Company shall, in relation to any Personal Data processed in connection with this

clause 13.2:

(i) process that personal data in compliance with your reasonable instructions with

respect to processing personal data;

(ii) keep the personal data confidential;

(iii) not transfer any personal data outside of the UK, unless in accordance with the

Data Protection Legislation, the Company ensures that:

(A) the transfer is to a country approved as providing an adequate level of

protection for personal data; or

(B) there are appropriate safeguards in place for the transfer of personal

data; or

(D) one of the derogations for specific situations applies to the transfer.

(iv) assist you at your cost in responding to any data subject access request and to

ensure compliance with your obligations under the Data Protection Legislation

with respect to security, breach notifications, privacy impact assessments and

consultations with supervisory authorities or regulators;

(v) notify you without undue delay after becoming aware of a personal data breach

or communication which relates to the Company’s or your compliance with the

Data Protection Legislation;

(vi) at your written request, delete or return personal data (and any copies of the

same) to you within 30 days of termination of these Terms unless required by the

Data Protection Legislation to store the personal data; and

(vii) maintain complete and accurate records and information to demonstrate

compliance with this clause 13.2 and allow for audits by you or your designated

auditor.

(h) The Company shall ensure that they have in place appropriate technical or organisational

measures, to protect against unauthorised or unlawful processing of personal data and

against accidental loss or destruction of, or damage to, personal data, including specific

measures for protecting email communications and telephone call recordings. These

measures shall include end-to-end encryption for email and call data, secure storage of

transcriptions, and role-based access controls, appropriate to the harm that might result

from the unauthorised or unlawful processing or accidental loss, destruction or damage

and the nature of the data to be protected, having regard to the state of technological

development and the cost of implementing any measures. Such measures may include,

where appropriate:

(i) pseudonymising and encrypting personal data;

(ii) ensuring confidentiality, integrity, availability and resilience of its systems and

services;

(iii) ensuring that availability of and access to personal data can be restored in a

timely manner after an incident; and

(iv) regularly assessing and evaluating the effectiveness of the technical and

organisational measures adopted by it.

14 DATA BACKUP

(a) To cancel service, Users must explicitly cancel their subscription through their Account

settings. The Company will automatically delete all analysed data if not viewed or

modified for 9 months, regardless of account status, in accordance with our data

minimisation policy, and we will give you 30 days’ prior notice before any automatic

deletion. Users are responsible for ensuring appropriate data retention periods and may

manually delete their data at any time through their Account settings.

(b) The Company will not be able to recover any data or content after its automatic six-month

deletion period or more than 30 days after account cancellation, whichever comes first. It

is strongly recommended that you back up all important data, including analysed financial

documents, before any deletion occurs.

the maximum extent permitted by Law, any liability for, any cost, loss, damages or

expenses arising out of the cancellation of your Account and any loss of data.

15 LIABILITY

(a) The Company bears no liability for delays or errors arising from information displayed on

the Website, and the responsibility for checking and verifying all information remains with

the User, as clearly stated on the Website. To the maximum extent permitted by applicable

law, Company limits all liability to any person for loss or damage of any kind, however

arising whether in contract, tort (including negligence), statute, equity, indemnity or

otherwise, arising from or relating in any way to this Website, these Terms or any services

provided by the Company, is limited to the greater of:

(i) the total aggregate Charges (Fees actually paid by you to the Company) paid to

the Company by you in the three months preceding the first event giving rise to

the relevant liability (or in the case of annual or six-month pre-paid subscriptions,

an amount equal to 3 months of the pro-rated subscription value); or

(ii) £100

(b) All express or implied representations and warranties in relation to the Services and the

associated services performed by the Company are, to the maximum extent permitted by

applicable Law, excluded.

of all liability for loss, damage or injury which is or may be suffered by any person arising

out of or in connection with your or your representatives’:

(i) breach of any of these Terms;

(ii) use of the Website; or

(iii) access of any Services provided by the Company.

(d) (Consequential loss) To the maximum extent permitted by Law, under no circumstances

will the Company be liable for any incidental, special or consequential loss or damages

(direct or indirect), or damages for loss of data, business or business opportunity, goodwill,

anticipated savings, profits or revenue arising under or in connection with this Website,

these Terms or any Products or services provided by the Company, except to the extent

this liability cannot be excluded under Law.

(e) Nothing in these Terms will exclude or limit a party’s liability for fraud or intentional unlawful

conduct by a party, or death or personal injury resulting from a party’s negligence.

(f) To the extent that the provisions of any applicable Law shall impose restrictions on the

extent to which liability can be excluded under these Terms or an Order, including, for the

avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act

1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of

reasonableness, the exclusions set out in this clause will be limited in accordance with such

restrictions. However, any exclusions of liability that are not affected by such restrictions

will remain in full force and effect.

16 DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with these Terms must

not commence court proceedings arising from or relating to the dispute, other than a claim

for urgent interlocutory injunction or other equitable relief, unless that party has complied

with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this

agreement must give the other party or parties to the dispute written notice (including email

in accordance with clause 19.8) containing reasonable details of the dispute and requiring

its resolution under this clause.

efforts to resolve the dispute in good faith. The parties may, by mutual agreement, refer the

dispute to mediation. If the dispute is not resolved within a period of 14 days (or such other

period as agreed by the parties in writing) after the date of the notice, any party to the

dispute may take legal proceedings to resolve the dispute, subject to clause 18 (Governing

Law).

17 THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act

1999 to enforce any term of this agreement.

18 FORCE MAJEURE

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation

under this agreement (other than an obligation to pay money) due to a Force Majeure

Event, the Affected Party must give to the other party prompt written notice of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which the Affected Party will be unable

to perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 18(a), the relevant obligation will be suspended during

the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

Majeure Event as quickly as possible.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide,

explosion or fire;

(ii) strikes or other industrial action outside of the control of the Affected Party;

(iii) any unplanned outage of third-party hosting providers or internet infrastructure,

or malicious cyber-attacks (including DDoS) outside the Affected Party’s

reasonable control;

(iv) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion,

epidemic, pandemic; or

(v) any action by a government authority in response to a pandemic or other publichealth emergency beyond the reasonable control of the Affected Party.

(e) If a Force Majeure Event continues for a continuous period of three (3) months (“Force

Majeure Period”) and materially prevents performance of this agreement, either Party

may terminate the agreement on written notice.

19 GENERAL

19.1 GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out

of or in connection with it or its subject matter or formation shall be governed by and construed in

accordance with the law of England and Wales. Each party irrevocably agrees that the courts of

England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with this agreement or its subject matter

or formation.

19.2 WAIVER

No party to these Terms may rely on the words or conduct of any other party as a waiver of any right

unless the waiver is in writing and signed by the party granting the waiver.

19.3 SEVERANCE

Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent

that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not

limited or otherwise affected.

19.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits

them jointly and severally.

19.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms

without the prior written consent of the other party, except in connection with a sale or transfer of all

or substantially all of its business or assets.

19.6 COSTS

Except as otherwise provided in these Terms, each party must pay its own costs and expenses in

connection with negotiating, preparing, executing and performing these Terms.

19.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior

negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to

the subject matter of these Terms.

19.8 NOTICES

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in this

agreement, or if no email address is specified in this agreement, then the email

address most regularly used by the parties to correspond regarding the subject

matter of this agreement as at the date of this agreement (Email Address). The

parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email

was not delivered to the other party’s email address, notice will be taken to be given:

(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a

public holiday in England and Wales (or, if clause 19.1 is amended, the

jurisdiction identified there), in which case the notice will be taken to be given on

the next occurring business day; or

(ii) when replied to by the other party,

(A) whichever is earlier.

Schedule 1 Service Level Agreement for Support Services

1 SUPPORT SERVICES

Service Levels in Table 1 (Service Levels).

Table 1: Service Levels

Priority Response Target Resolution Target

Critical 2 business hours 24 hours

High 4 business hours 48 hours

Medium 8 business hours 72 hours

Low 24 business hours 120 hours

(d) The severity and priority of calls are classified as follows:

(i) Critical – business critical issues only, which prevent the majority of users from

accessing the Services or where the module functionality is materially restricted

with no feasible workaround

(ii) High – issues affecting multiple users and issues affecting business operation,

which prevents a small group of users from accessing the Services or where the

module functionality is restricted but a feasible workaround exists

(iii) Medium – notification of document processing or AI analysis issues/trends;

image/data capture issues; email thread analysis or call transcription quality

issues; non-critical general, operation and technical enquiries; credit balance

notifications

(iv) Low – feedback; non-essential system set-up changes, no compliance or cash

flow impact.

2 USER ACKNOWLEDGMENTS

The User acknowledges and agrees that:

(a) Service Levels do not apply to any performance or availability issues arising from:

(i) factors outside our reasonable control (for example, natural disaster, war, acts of

terrorism, riots, government action, or a network or device failure external to our

data centres, including at your site or between your site and our data centre);

(ii) any Third Party Service, information technology systems, hardware or software

not provided by the Company, including but not limited to document management

systems, email servers, telephone systems, AI analysis services, and data

storage services;

(iii) any downtime or increase latency in any Third Party Service;

(iv) the User failing to implement and maintain the dependencies;

(v) the User utilising the Services contrary to the Company’s advice on utilisation of

the Services (including any policies or guidelines provided to the User by the

Company or a Third Party Service);

(vi) during or with respect to a preview, pre-release, beta test or trial versions of the

Service (including any particular feature);

(vii) the User’s action or inaction to a reasonable request from the Company in relation

to an issue; or

(viii) the User’s failure to maintain and follow appropriate security practices, including

but not limited to proper email security protocols and secure telephone

communication practices.

(b) the Company cannot guarantee that all issues, problems or security threats will be

identified;

(d) priority levels are determined at the Company’s sole discretion.

3 SUPPORT SERVICE HOURS AND CONTACT METHODS

(a) Unless otherwise set out in an Order, the Support Services will be available from 9am –

5pm on Business Days (Business Hours).

(b) All Response Times and Resolutions Targets do not include any time that falls outside a

Business Hours.