Terms and Conditions

Account means any user account created by a Customer to access or use the Services.

Agreement means these terms and conditions as may be amended from time to time in accordance with the provisions herein.

Business Day means any day which is not a Saturday, Sunday or public holiday in England and Wales.

Company means Redactr Platforms Ltd., a company registered in England and Wales (Company Registration Number: 17022943) whose registered office is at 167-169 Great Portland Street, London, W1W 5PF, United Kingdom.

Company Content means all content, information, data, software, graphics, images, text, videos, audio, designs, logos, trademarks, and other materials provided by or on behalf of the Company through the Services.

Confidential Information means any proprietary, confidential or commercially sensitive information disclosed by one party to the other, whether orally, in writing or in any other form.

Customer means any individual or entity that accesses or uses the Platform or Services.

Customer Content means any content, information, data, materials, or other submissions provided, uploaded, posted, or transmitted by the Customer through or in connection with the Services.

Data Protection Laws means all applicable laws and regulations relating to the processing of personal data and privacy, including the UK General Data Protection Regulation and the Data Protection Act 2018.

Fees means the charges, fees, and other amounts payable by the Customer for the Services as set out in the pricing schedule or as otherwise agreed.

Force Majeure Event means any event beyond the reasonable control of a party including acts of God, war, terrorism, epidemic, governmental action, or failure of telecommunications or internet services.

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, including patents, trademarks, service marks, trade names, copyright, design rights, database rights, domain names, and know-how.

Personal Data has the meaning given to it in Data Protection Laws.

Platform means the Company's website, mobile application, or other digital platform through which the Services are provided, located at redactr.io.

Services means the services, products, features, and functionality provided by the Company to Customers through the Platform or otherwise as described in these terms and conditions.

Subscription means any recurring payment arrangement for ongoing access to the Services.

Third Party means any person or entity other than the Company or the Customer.

User Content means any content created, posted, shared, or otherwise made available by users of the Services.

Virus means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network.

The Customer accepts these terms and conditions by:

• clicking "I agree" or any similar button or checkbox on the Platform;
• creating an Account on the Platform;
• accessing or using any of the Services; or
• purchasing any products or services from the Company.

These terms and conditions take effect immediately upon acceptance and remain in force until terminated in accordance with these terms.

The Company may modify these terms and conditions at any time by posting updated terms on the Platform.

The Company will provide thirty (30) days' written notice of material changes to these terms and conditions by:

• email notification to the Customer's registered email address; or
• prominent notice on the Platform.

The Customer's continued use of the Services after the effective date of any modifications constitutes acceptance of the modified terms and conditions.

If the Customer does not agree to any modifications, they must immediately cease using the Services and may terminate their Account in accordance with section 12.

The Company reserves the right to make immediate changes to these terms and conditions without notice where required by law or to address security concerns.

The Company shall provide the Services to the Customer in accordance with these terms and conditions and any applicable service specifications or documentation.

The Services may include but are not limited to: (a) an API-first document redaction platform enabling full-depth redaction of uploaded documents based on user-supplied coordinates; (b) a redaction suggestion service using pattern-based detection to identify sensitive data within uploaded documents, processed on the Company's servers located in Ireland; and (c) premium agentic redaction suggestions powered by AWS Bedrock APIs, processed on AWS servers; and such additional features and functionalities as the Company may make available from time to time.

The Company offers a "Bring Your Own Storage" (BYOS) feature that allows Customers to connect their own third-party cloud storage accounts (such as AWS S3, Google Cloud Storage, or Microsoft Azure Blob Storage) to the Platform, enabling the Company to read and write files directly from the Customer's storage.

The Platform includes a verification tool (accessible at /verify) that allows Customers to process files for verification purposes. The verification tool processes files entirely within the Customer's browser; no file data, content, or metadata is uploaded to the Company's servers or any third-party servers.

The Company reserves the right to modify, update, enhance, or discontinue any aspect of the Services at any time with reasonable notice to Customers.

Access to certain Services may require the Customer to create an Account and may be subject to additional terms, conditions, or subscription requirements.

The Company shall use commercially reasonable efforts to ensure the availability and performance of the Services, but does not guarantee uninterrupted or error-free operation.

Service Availability

The Company will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for scheduled maintenance and circumstances beyond the Company's reasonable control.

The Company may perform scheduled maintenance on the Platform from time to time. Where practicable, the Company will provide at least 24 hours' advance notice of scheduled maintenance via email or notice on the Platform. The Company will endeavour to schedule maintenance during periods of low usage.

The Company may perform emergency or unscheduled maintenance without prior notice where necessary to address security vulnerabilities, prevent data loss, or respond to critical system failures.

The Company shall not be liable for any unavailability, interruption, or degradation of the Services caused by: (i) scheduled or emergency maintenance; (ii) failures or malfunctions of third-party services, networks, or infrastructure, including but not limited to AWS, internet service providers, or payment processors; (iii) events beyond the Company's reasonable control, including Force Majeure Events; (iv) the Customer's equipment, software, or internet connection; or (v) actions or omissions of the Customer or any third party.

The Company does not guarantee any specific level of uptime or availability unless expressly agreed in a separate service level agreement with the Customer.

The Company may integrate third-party services, applications, or content into the Services, and the Customer's use of such third-party elements may be subject to separate terms and conditions.

Technical support and customer service shall be provided in accordance with the Company's standard support policies and procedures as may be updated from time to time.

The Company may establish usage limits, restrictions, or fair use policies applicable to the Services, which shall be communicated to Customers through appropriate channels.

Account Creation. To access certain Services, Customer must create an Account by providing accurate, complete, and current information as prompted by the registration process.

Account Information. Customer is responsible for maintaining the accuracy of all Account information and must promptly update any changes to such information.

Account Security. Customer is solely responsible for maintaining the confidentiality of Account login credentials and for all activities that occur under the Account.

• Customer must immediately notify the Company of any unauthorized use of the Account or any other breach of security.
• Customer must use a secure password and must not share Account credentials with any third party.

Age Requirements. Customer must be at least 16 years old to create an Account and must be using the Services for business or professional purposes.

One Account Per User. Each individual may maintain only one Account unless expressly authorized by the Company in writing.

Account Suspension. The Company may suspend or restrict access to any Account if Customer breaches these terms or if required by applicable law.

Account Termination. Customer may terminate the Account at any time through the Platform settings or by contacting the Company. The Company may terminate any Account in accordance with Section 12.

Data Retention. Upon Account termination, the Company may retain certain Account information as required by law or for legitimate business purposes, subject to the Company's privacy policy.

The Customer must use the Services and Platform in accordance with these terms and conditions and all applicable laws and regulations.

The Customer is responsible for all activities that occur under their Account and must take reasonable steps to prevent unauthorised access to their Account.

The Customer must not use the Services or Platform to:

• engage in any unlawful, fraudulent, or deceptive activities;
• violate any applicable laws, regulations, or third-party rights;
• transmit or upload any content that is defamatory, obscene, threatening, harassing, or otherwise objectionable;
• distribute spam, unsolicited communications, or engage in phishing activities;
• introduce or transmit any Virus or other harmful code;
• attempt to gain unauthorised access to any part of the Platform or other users' accounts;
• interfere with or disrupt the Services, Platform, or servers;
• scrape, crawl, or harvest data from the Platform without express written consent;
• reverse engineer, decompile, or attempt to extract source code from the Platform;
• impersonate any person or entity or misrepresent any affiliation;
• use the Services for any commercial purpose without the Company's prior written consent.

The Customer must not upload, share, or distribute any User Content that:

• infringes any Intellectual Property Rights of third parties;
• contains Personal Data of third parties without proper consent;
• violates any confidentiality obligations;
• is false, misleading, or deceptive.

The Company reserves the right to monitor User Content and activities on the Platform to ensure compliance with these terms and conditions.

The Company may, at its sole discretion and without prior notice, remove any User Content or suspend or terminate any Account that violates these provisions.

The Customer acknowledges that any breach of this section may result in immediate termination of their Account and access to the Services without refund.

Company Intellectual Property Rights

The Company retains all right, title and interest in and to all Intellectual Property Rights in the Platform, Services, Company Content, and any materials, software, technology, or documentation provided by the Company.

Nothing in this Agreement transfers any ownership of the Company's Intellectual Property Rights to the Customer.

The Company grants the Customer a limited, non-exclusive, non-transferable, revocable licence to use the Platform and Services solely for the Customer's internal business purposes in accordance with this Agreement.

Customer Content

The Customer retains all Intellectual Property Rights in Customer Content that existed prior to uploading or submitting such content to the Platform.

The Customer grants the Company a worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, adapt, publish, and distribute Customer Content solely for the purpose of providing the Services.

The Customer warrants that it has all necessary rights and permissions to grant the licence set out in clause 6.2.2.

User Content

Users retain ownership of any Intellectual Property Rights in User Content, subject to the licence granted to the Company under clause 6.3.2.

By submitting User Content, users grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such User Content.

Third Party Rights

The Customer must not use the Platform or Services in any way that infringes the Intellectual Property Rights of any Third Party.

The Customer shall indemnify the Company against any claims arising from the Customer's processing of documents or content that the Customer does not have the right to process, or that infringes the Intellectual Property Rights of any Third Party.

Restrictions

The Customer must not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform or Services.

The Customer must not remove, alter, or obscure any proprietary notices, labels, or marks on the Platform or Services.

The Company processes Personal Data in accordance with its Privacy Policy, which forms part of this Agreement and is available on the Platform.

By using the Services, the Customer consents to the collection, processing, and storage of Personal Data as described in the Privacy Policy and this section.

The Company may collect Personal Data including but not limited to:

• Registration information such as name, email address, and contact details;
• Usage data including IP addresses, browser information, and Platform activity;
• Transaction data relating to purchases and payments;
• Communication data from correspondence with the Company.

Personal Data will be processed for the following purposes:

• Providing and maintaining the Services;
• Processing transactions and managing Customer accounts;
• Communicating with Customers regarding the Services;
• Improving the Services and developing new features;
• Complying with legal and regulatory obligations.

The Company implements appropriate technical and organisational measures to protect Personal Data against unauthorised access, alteration, disclosure, or destruction.

Personal Data may be shared with Third Parties only:

• With the Customer's explicit consent;
• To provide the Services or process transactions;
• To comply with legal obligations or court orders;
• To protect the Company's rights or prevent fraud.

Personal Data will be retained only for as long as necessary to fulfil the purposes for which it was collected or as required by applicable law.

Customers have the right to:

• Access their Personal Data held by the Company;
• Request correction of inaccurate Personal Data;
• Request deletion of Personal Data in certain circumstances;
• Object to or restrict processing of Personal Data;
• Receive Personal Data in a portable format;
• Lodge complaints with relevant supervisory authorities.

The Company complies with all applicable Data Protection Laws including the General Data Protection Regulation (EU) 2016/679 and the Data Protection Act 2018.

Any cross-border transfers of Personal Data will be conducted in accordance with applicable Data Protection Laws and appropriate safeguards.

Customer data processed through the Platform is hosted within the United Kingdom and Ireland (European Economic Area). Some third-party services used by the Company for marketing and analytics purposes may process data in other jurisdictions, with appropriate safeguards in place where required by applicable Data Protection Laws.

The Company uses the following third-party service providers to operate the Platform and deliver the Services:

• Buttondown – email newsletter and subscriber management for waitlist signups and marketing communications;
• Plausible Analytics – privacy-friendly, cookieless website analytics that does not track individual users or collect Personal Data;
• Static.app – website hosting with privacy-friendly, cookieless server-side analytics;
• AWS Bedrock – AI infrastructure powering the premium agentic redaction suggestions feature, with data processed in Ireland (European Economic Area);
• Stripe – payment processing for all transactions and billing.

Full details of how these third-party services process Personal Data are set out in the Company's Privacy Policy.

Document Processing and Data Retention

The Company does not retain Customer document content. All documents uploaded to the Platform are processed entirely in-memory and are not stored in the Company's persistent storage systems. Redaction suggestions are generated in real-time with zero data retention.

For the premium agentic redaction suggestions feature powered by AWS Bedrock, only document content is sent for processing. No metadata, filenames, creator information, or other identifying data is transmitted. AWS Bedrock does not store or log prompts and completions, and does not use customer data to train any models.

The Company implements the following safeguards for document processing: (i) encryption of all data in transit using TLS 1.2 or higher; (ii) processing in isolated, secure environments with no persistent storage; (iii) strict access controls limiting access to processing systems to authorised personnel only; and (iv) regular security assessments and monitoring of the processing pipeline.

Data Retention Periods

Account Information shall be retained for the duration of the Customer's account and for a period of two (2) years following account closure or termination, to allow for account reactivation, dispute resolution, and compliance with applicable legal obligations.

Usage Data and Technical Data shall be retained for a period of three (3) years from the date of collection, after which it will be anonymised or deleted.

Financial and billing information shall be retained for a period of seven (7) years from the end of the financial year in which the transaction occurred, as required by HM Revenue & Customs (HMRC) for tax record-keeping purposes under UK tax law.

Communication records, including support tickets and correspondence, shall be retained for a period of three (3) years from the date of the last communication.

When Personal Data is deleted, the Company uses secure deletion methods to ensure the data cannot be recovered or reconstructed.

Cookies

The Company does not use third-party tracking cookies or similar tracking technologies on the Platform. The Company uses only essential functional cookies that are strictly necessary for the operation of the Platform, including for authentication and security purposes.

The Company uses privacy-friendly, cookieless analytics solutions (Plausible Analytics and Static.app) that do not track individual users or collect Personal Data.

Full details of the Company's use of cookies and analytics technologies are set out in the Privacy Policy.

Bring Your Own Storage (BYOS)

Where the Customer uses the BYOS feature, the Customer provides the Company with API keys, access tokens, or other authentication credentials for the Customer's cloud storage accounts. The Company collects these credentials solely for the purpose of accessing the Customer's cloud storage on the Customer's behalf.

Customer credentials are encrypted using industry-standard encryption (AES-256) both in transit and at rest, and are stored securely on the Company's infrastructure with strict access controls limiting access to authorised systems and personnel only.

The Company accesses the Customer's cloud storage solely for the purposes of: (i) reading files that the Customer directs the Company to process through the Services; and (ii) writing processed files back to the Customer's storage as instructed by the Customer. The Company does not access, browse, index, or copy files beyond what is necessary to fulfil the Customer's specific processing requests.

Files accessed from the Customer's cloud storage are processed in the same manner as directly uploaded files, with all processing occurring entirely in-memory with zero data retention.

The Customer remains the data controller for all files stored in the Customer's cloud storage and is responsible for: (i) ensuring the cloud storage account is configured securely and in compliance with applicable laws; (ii) the lawfulness of any Personal Data contained within files the Customer directs the Company to process; (iii) maintaining appropriate access controls and security settings on the cloud storage account; and (iv) any data protection obligations arising from the Customer's choice of cloud storage provider and storage location.

The Customer is strongly advised to configure cloud storage API keys with the minimum permissions necessary for the BYOS feature to function, including: (i) granting read and write access only to a specific directory, bucket, or storage location designated for use with the Platform, rather than the entire storage account; (ii) not granting permissions to delete files, directories, or storage containers; (iii) not granting permissions to modify access controls, policies, or account settings; and (iv) regularly rotating API keys in accordance with the Customer's security policies.

The Customer may update or revoke cloud storage credentials at any time through account settings or by contacting the Company. Upon revocation, the Company will delete stored credentials within 48 hours. The Customer may also revoke access by regenerating or invalidating API keys directly through the cloud storage provider.

The Company shall not be liable for any loss, damage, or unauthorised access arising from: (i) the Customer's failure to configure appropriate access permissions on cloud storage credentials; (ii) the Customer's provision of credentials with broader access than necessary for the BYOS feature; (iii) security incidents or breaches affecting the Customer's cloud storage account that are outside the Company's reasonable control; (iv) any actions taken by the Customer's cloud storage provider; (v) the Customer's failure to promptly revoke or update credentials when required; or (vi) any misconfiguration of the Customer's cloud storage account or its security settings.

Children's Privacy

The Platform and Services are designed for business and professional use and are not intended for use by children under the age of 16 years. The Company does not knowingly direct the Services to children, and marketing and user acquisition activities are not targeted at children.

The Company does not knowingly collect Personal Data from children under the age of 16 years. By accessing or using the Platform or Services, the Customer represents and warrants that they are at least 16 years of age.

If the Company becomes aware that it has collected Personal Data from a child under the age of 16 years without verified parental consent, it will take steps to delete such information as soon as reasonably practicable.

Parents and guardians have the right to: (i) request access to their child's Personal Data held by the Company; (ii) request correction or deletion of their child's Personal Data; (iii) withdraw consent for the processing of their child's Personal Data; and (iv) lodge a complaint with the Information Commissioner's Office (ICO) regarding the processing of their child's Personal Data.

If a parent or guardian believes that their child has provided Personal Data to the Company without consent, they should contact the Company immediately using the contact details set out on the Platform. The Company will respond to any verified request from a parent or guardian regarding their child's Personal Data within one month of receipt.

Fees and Charges

The Customer shall pay the Fees for the Services as set out on the Platform or as otherwise agreed in writing between the parties.

All Fees are exclusive of value added tax and any other applicable taxes, duties, or charges, which shall be payable by the Customer in addition to the Fees.

The Company reserves the right to change the Fees at any time by giving thirty (30) days' written notice to the Customer.

Payment Methods and Terms

Payment shall be made by credit card, debit card, direct debit, or such other payment methods as the Company may accept from time to time.

The Customer authorises the Company to charge the applicable Fees to the Customer's chosen payment method.

Payment shall be due immediately upon ordering Services or as otherwise specified during the ordering process.

Billing Cycles and Subscriptions

For Subscription Services, the Customer will be charged on a recurring basis according to the selected billing cycle (monthly, quarterly, or annually).

Subscription Fees will be charged automatically on each billing anniversary until the Subscription is cancelled or terminated.

The Company will provide reasonable notice of upcoming charges via email or through the Platform.

Failed Payments

If payment is declined or fails for any reason, the Company will notify the Customer and attempt to process payment up to three (3) additional times over a period of ten (10) days.

If payment continues to fail after the retry period, the Company may suspend access to the Services. The Customer will be notified of the suspension and given seven (7) days to update their payment method and settle any outstanding balance.

If payment is not successfully processed within the seven (7) day grace period following suspension, the Company may terminate the Customer's Account and this Agreement in accordance with Section 11.

The Customer remains liable for all outstanding Fees during any period of suspension, and the Company reserves the right to pursue collection of unpaid amounts through appropriate legal means.

Refunds and Cancellations

Subscription cancellations will take effect at the end of the current billing period, and no refund will be provided for the remaining period.

The Company may provide refunds at its sole discretion for Services not yet provided or in cases of material service failure.

Refund requests must be submitted in writing within thirty (30) days of the relevant charge.

Disputes and Chargebacks

The Customer must contact the Company directly at inbox@redactr.io regarding any billing disputes before initiating chargebacks or payment disputes with their payment provider. The Company will respond to billing disputes within five (5) Business Days and will work in good faith to resolve any legitimate concerns.

If the Customer initiates a chargeback or payment dispute without first contacting the Company, or initiates a chargeback that is subsequently determined to be unjustified, the Company may: (i) immediately suspend or terminate the Customer's access to the Services; (ii) charge a reasonable administrative fee of up to £25 to cover the costs of responding to the dispute; and (iii) pursue collection of all amounts owed, including the disputed amount and any associated fees.

The Company reserves the right to collect and submit evidence to the Customer's payment provider in response to any chargeback or dispute, including records of the Customer's Account activity, usage history, and communications.

Repeated unjustified chargebacks (two or more within any twelve-month period) may result in permanent termination of the Customer's Account without the possibility of reinstatement.

Payment Processor

All payment transactions are processed by Stripe, Inc. ("Stripe"). By using the Services, the Customer agrees to be bound by Stripe's terms of service and privacy policy, available at stripe.com.

The Company does not store full payment card details on its servers. All payment information is collected and processed directly by Stripe in accordance with Payment Card Industry Data Security Standards (PCI-DSS).

The Company is not responsible for any errors, delays, or failures caused by Stripe or the Customer's payment provider.

The Company provides the Services and Platform on an "as is" and "as available" basis without warranties of any kind, whether express or implied.

The Company disclaims all warranties, including but not limited to:

• implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• warranties that the Services will be uninterrupted, error-free, or completely secure;
• warranties regarding the accuracy, reliability, or completeness of any content or information provided through the Services;
• warranties that any defects in the Services will be corrected.

The Company does not warrant that the Platform will meet the Customer's specific requirements or that the Services will achieve any particular results.

The Company makes no representations or warranties regarding:

• the availability or performance of internet connections or third-party services;
• the compatibility of the Services with the Customer's systems, software, or hardware;
• the prevention of unauthorized access to Customer data or systems.

Any oral or written information or advice given by the Company's representatives shall not create a warranty not expressly stated in this Agreement.

The Customer acknowledges that they use the Services at their own risk and that they are solely responsible for any damage to their computer systems or loss of data resulting from such use.

Nothing in this section excludes or limits warranties that cannot be excluded or limited under applicable law, including statutory consumer rights under English law.

To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of Fees paid by the Customer to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.

The Company shall not be liable to the Customer for any:

• loss of profits, revenue, or anticipated savings;
• loss of business opportunity or contracts;
• loss or corruption of data or information;
• loss of goodwill or reputation; or
• any indirect, consequential, special, or punitive damages.

The limitations and exclusions in this clause 10 shall apply regardless of whether such damages were foreseeable and whether the Company has been advised of the possibility of such damages.

Nothing in this Agreement shall exclude or limit the Company's liability for:

• death or personal injury caused by the Company's negligence;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• any other liability that cannot be excluded or limited by applicable law.

Each provision of this clause 10 shall be construed as a separate limitation applying and surviving even if for any reason one or other of the provisions is held inapplicable or unreasonable in any circumstances.

The Customer agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• the Customer's use of and access to the Services or Platform;
• the Customer's violation of any term of this Agreement;
• the Customer's processing of documents or content that infringes any Third Party's Intellectual Property Rights or that the Customer does not have the right to process;
• the Customer's violation of any applicable law, rule or regulation;
• any claim that Customer Content caused damage to a third party;
• any negligent acts, omissions or willful misconduct by the Customer.

The Company reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Customer, in which event the Customer will fully cooperate with the Company in asserting any available defences.

The Customer acknowledges and agrees that this indemnification obligation shall survive the termination of this Agreement.

The indemnification obligations set forth in this section are in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Company and the Customer.

The Company may terminate this Agreement immediately upon written notice to the Customer in the following circumstances:

• the Customer materially breaches any provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice of the breach;
• the Customer fails to pay any Fees when due and such failure continues for more than fourteen (14) days after written notice;
• the Customer becomes insolvent, enters into liquidation, or ceases to carry on business;
• the Customer engages in any prohibited activities as set out in clause 5 or uses the Services in a manner that causes harm to the Company or Third Parties.

The Customer may terminate this Agreement at any time by providing thirty (30) days' written notice to the Company, except where the Customer has a Subscription in which case termination shall be effective at the end of the current subscription period.

The Company may suspend the Customer's access to the Services immediately without prior notice if:

• the Company reasonably suspects that the Customer is in material breach of this Agreement;
• the Customer's Account poses a security risk to the Platform or other users;
• the Company is required to suspend access by law or court order;
• the Customer fails to pay Fees when due.

During any suspension period, the Customer shall remain liable for all Fees and charges, and the Company may terminate this Agreement in accordance with clause 12.1 if the circumstances giving rise to suspension are not remedied within fourteen (14) days.

Upon termination or expiry of this Agreement:

• all rights and licences granted to the Customer shall cease immediately;
• the Customer shall immediately cease using the Services and delete any Company Content in their possession;
• each party shall return or destroy any Confidential Information of the other party;
• all unpaid Fees shall become immediately due and payable.

Termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination, nor shall it affect clauses which are intended to survive termination.

No refunds shall be provided for prepaid Fees upon termination unless required by applicable consumer protection laws.

Informal Resolution. The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiations for a period of thirty (30) days before initiating formal dispute resolution procedures.

Mediation. If the dispute cannot be resolved through informal negotiations, the parties agree to participate in mediation administered by the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator.

• The mediation shall take place in London, England, unless otherwise agreed by the parties.
• Each party shall bear its own costs of mediation and share equally the mediator's fees.
• The mediation process shall be confidential and without prejudice to either party's rights in subsequent proceedings.

Arbitration. If mediation fails to resolve the dispute within sixty (60) days of commencement, any dispute shall be finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules.

• The arbitration shall be conducted by a single arbitrator unless the dispute involves claims exceeding £100,000, in which case three arbitrators shall be appointed.
• The seat of arbitration shall be London, England, and the language of the arbitration shall be English.
• The arbitrator's decision shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

Emergency Relief. Nothing in this clause shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its rights or prevent irreparable harm.

Small Claims Exception. Disputes involving claims of £10,000 or less may be brought in the appropriate small claims court rather than through arbitration, at the election of either party.

These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) 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 arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).

Nothing in this clause shall limit the right of the Company to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

The Customer irrevocably waives any objection which it might now or hereafter have to the courts of England and Wales being nominated as the forum to hear and determine any proceedings and agrees not to claim that any such court is not a convenient or appropriate forum.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

No variation of this Agreement shall be effective unless it is in writing and signed by both parties.

Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Force Majeure Event

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement which is due to a Force Majeure Event.

The party affected by a Force Majeure Event shall promptly notify the other party in writing and shall use reasonable endeavours to mitigate the effects of the Force Majeure Event.

If a Force Majeure Event continues for more than ninety (90) days, either party may terminate this Agreement by giving thirty (30) days' written notice to the other party.

Waiver

A waiver of any right under this Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.

No failure or delay by a party in exercising any right, power or privilege under this Agreement shall impair such right, power or privilege or operate as a waiver thereof.

Assignment

The Customer may not assign, transfer or novate any of its rights or obligations under this Agreement without the prior written consent of the Company.

The Company may assign, transfer or novate any of its rights and obligations under this Agreement to any third party upon giving thirty (30) days' written notice to the Customer.

Third Party Rights

This Agreement does not confer any rights on any person or party other than the parties to this Agreement and their permitted successors and assigns.

Notices

Any notice required to be given under this Agreement shall be in writing and sent by email or registered post to the party's last known address.

Notices sent by email shall be deemed received when sent, and notices sent by registered post shall be deemed received two (2) Business Days after posting.

Survival

Clauses which expressly or by implication survive termination of this Agreement shall continue in full force and effect.

By accessing, using, or registering for the Services, the Customer acknowledges that they have read, understood, and agree to be bound by these terms and conditions. This Agreement becomes effective upon the Customer's first use of the Services or Platform, whichever occurs first.

The Company reserves the right to update or modify these terms and conditions at any time by posting the revised version on the Platform. Continued use of the Services following any such changes constitutes acceptance of the revised terms.

Electronic acceptance of these terms through clicking "I agree," "Accept," or similar buttons, or through continued use of the Services, shall have the same legal effect as a handwritten signature.