Terms of Service

These Terms and Conditions (“Terms”) set out the terms on which SPACECORE LTD (the “Supplier”), a company incorporated and registered in the United Kingdom under company number 11841328, with its registered office at 124 City Road, London, England, EC1V 2N, provides you (“you” or the “Client”) with access to the Coco Signs – Digital Signage service (the “Service”).

The Service is made available via the website located at www.cocosigns.com (the “Website”) and is provided under the Coco Signs – Digital Signage brand name. Any reference in these Terms to “Coco Signs”, “Coco Signs – Digital Signage”, or similar designations refers solely to the Service operated and provided by the Supplier. No other entity is a party to these Terms or assumes any contractual obligations towards the Client under them.

These Terms govern your access to and use of the Service, the Website, and all components and features of the Coco Signs platform.

Please read these Terms carefully before using the Service. By accessing or using the Service or the Website, you confirm that you have read, understood, and agree to be legally bound by these Terms.

The Services are provided exclusively for business and professional use.

The Customer confirms that it is not acting as a consumer within the meaning of the Consumer Rights Act 2015.

Where the Services are accessed on behalf of an Organisation, the individual accepting these Terms confirms that they have authority to bind that Organisation.

If you access or use the Service on behalf of your employer or another legal entity (an “Organisation”), you represent and warrant that you are duly authorised to enter into legally binding agreements on behalf of that Organisation. In such circumstances, references to “you” or the “Client” shall include that Organisation, and these Terms shall bind the Organisation as if it were a party to them. These Terms shall be enforceable against you and, where applicable, your Organisation as if they had been executed as a written agreement.

These terms are enforceable against you and, where applicable, your Organisation as though they constituted a written agreement negotiated, executed, and delivered by the parties.

If you do not agree to these Terms, you must not access or use the Service or the Website. You are advised to print or save a copy of these Terms for future reference.

The Supplier reserves the right to amend or update these Terms and/or the Privacy Policy from time to time. Any changes shall take effect upon publication on the Website. The most current version of the Terms and the Privacy Policy will always be available at: https://cocosigns.com/terms-of-service.

Your continued access to or use of the Service or the Website after any such amendments take effect shall constitute your acceptance of the updated Terms.

Agreement Definitions

Adjustments: Any increase or decrease in the fees payable by Customer during a Billing Period.

Billing period: The period for which Customer is billed, typically one month.

Agreement: These Terms of Service, together with any Order Form and the Data Processing Addendum, which are incorporated herein by reference.

Platform content: All software, applications, templates, tools, features, text, images, and other information or materials made available by SPACECORE LTD on or through the Service and the Website.

Customer content: Any data, files, documents, multimedia files, images, videos, third-party links, or any other materials, in any format, submitted, uploaded, transmitted, or otherwise made available by the Customer through the Service.

Fee: The monthly per-connected-screen fee payable by Customer for use of the Service, as specified on www.cocosigns.com or as otherwise agreed between SPACECORE LTD and Customer.

Free Account: Defined in Article 6.1

Hardware: Customer’s computer, laptop, screen, or any other device used to access or use the Service.

Intellectual Property Rights: All intellectual property rights, including without limitation: performer’s reproduction, distribution, rental, and lending rights (“Performer’s Property Rights”); patents; utility models; trademarks; service marks; trade names; domain names; design rights; copyrights; moral rights; database rights; trade secrets; know-how; and all applications, registrations, renewals, extensions, and rights to apply for any of the foregoing, worldwide.

Login Details: The unique username and password required for Customer or a User to access the Service at www.cocosigns.com.

Minimum Requirements: The minimum hardware specifications necessary for Customer’s devices to access and use the features and functionality of the Service, as published on www.cocosigns.com.

Network: The electronic communications network used by us to deliver the Service to Customer.

Claim or Link: A Screen that Customer has registered or linked to the Service, enabling the display of customer content through the Service.

Effective Date: means the date on which the Customer first accepts this Agreement or the date specified on the applicable Order Form, whichever is earlier.

Screen: Any television, monitor, or other display device supported by the Service that Customer has claimed or registered.

Service: The Coco Signs - Digital Signage (SaaS) offering made available through www.cocosigns.com.

Use: Accessing and using the Service solely for Customer’s internal business purposes.

User: An individual employee or representative of Customer who is authorised to use the Service and who has been provided with Login Details.

Article 1 - Terms for specific features, materials, and the Data Processing Addendum

Certain sections of the Website, or specific Platform Content or features made available through it, may be governed by separate rules, guidelines, licence agreements, user agreements, or other terms ("Additional Terms"). These Additional Terms will be presented to you for acceptance when accessing the relevant feature or material. To the extent that any Additional Terms conflict with this Agreement, the Additional Terms shall take priority solely for your use of that specific feature, service, or material.

1.2 The Data Processing Addendum (the "DPA"), available at https://www.cocosigns.com/dataprocessingaddendum, is incorporated into this Agreement by this reference. In the event of any conflict between the provisions of this Agreement and the DPA concerning the processing of personal data, the terms of the DPA shall prevail.

Article 2 – Licence to Use the Services

2.1. Subject to the Customer’s full and continuous compliance with this Agreement, CocoSigns grants the Customer a non-exclusive, non-transferable, non-assignable, and limited right to access and use the Services solely for the Customer’s internal business purposes and strictly within the limits of the number of Registered Player subscriptions purchased and recorded under this Agreement. This right remains valid only for the applicable Subscription Term.

2.2. All access to and use of the Services shall comply with the applicable laws of England and Wales, including data protection obligations under the UK GDPR and the Data Protection Act 2018 (and any successor legislation). The Customer is responsible for ensuring that any processing of personal data through the Services is carried out lawfully, fairly, and in compliance with those requirements and the Data Processing Addendum.

2.3. This licence grants a right to use the Services as provided. It does not grant any licence or right to the underlying Platform Content, source code, or design except as expressly stated herein.

2.4. Account access is password-protected, and credentials must not be shared. The Supplier reserves the right to audit usage to ensure compliance. Unless otherwise stated, the Customer may add an unlimited number of Authorised Users.

2.5. The Customer’s use of any specific software applications provided as part of the Services remains subject to any Additional Terms presented as specific licence agreements for such software.

Article 3 - Registered players subscription and authorised users

3.1. The Customer acknowledges and agrees that the total number of Registered Players activated within the Services may not exceed the number of Registered Player subscriptions validly purchased under this Agreement (including any applicable Order Form). Each subscription is strictly associated with one unique Registered Player.

3.2. Access to the Services is via password-protected authentication. Each Authorised User is solely responsible for maintaining the confidentiality and security of their login credentials. The use of a single account by multiple Authorised Users, or any form of shared login, is strictly prohibited.

3.3. The Customer shall allow the Supplier, upon reasonable written notice, to conduct an audit to verify compliance with the subscription limits in clause 3.1 and to identify any underpaid fees. Audit personnel shall comply with the Customer's reasonable security requirements and maintain the confidentiality of all information accessed.

3.4. The Customer may register an unlimited number of Authorised Users without additional fees, provided such registrations comply with this Agreement and all applicable laws of England and Wales, including the UK GDPR and the Data Protection Act 2018, regarding the lawful processing of personal data.

3.5. The Customer shall take all reasonable measures, in accordance with applicable UK data protection and cybersecurity law, to prevent unauthorised access to, or misuse of, the Services and any related documentation. Such measures must ensure appropriate technical and organisational safeguards.

Article 4 - Restrictions Intellectual Property restrictions and prohibited use

4.1 The Customer shall not engage in any act that infringes upon the Supplier’s Intellectual Property Rights or violates applicable laws of England and Wales. In particular, the Customer shall not modify, adapt, translate, copy, or create derivative works based on the Software, Services, or Platform Content in a manner constituting infringement under the Copyright, Designs and Patents Act 1988. The Customer shall not decompile, reverse-engineer, disassemble, or attempt to obtain the source code of the Software, except to the limited extent expressly permitted by applicable UK law.

4.2 Except as expressly permitted under this Agreement, the Customer shall not sell, sublicense, lease, publish, distribute, or otherwise transfer the Services to any third party. The Customer shall not duplicate or reuse any HTML/CSS, JavaScript, interface components, design elements, “look and feel,” or visual concepts forming part of the Platform Content.

4.3 The Customer shall not upload, transmit, store, or distribute any Customer Content that contains malicious code, viruses, unlawful material, defamatory or infringing content, or material facilitating illegal acts. The Services shall not be used for any purpose other than as expressly provided in this Agreement.

4.4 The Customer shall ensure its use of the Services complies with UK data protection, cybersecurity, and information security law, including applying appropriate technical and organisational safeguards as required under the UK GDPR.

4.5 Where the Customer breaches this Article, the Supplier may, without liability and without prejudice to its other rights, disable or suspend access to any violating Customer Content or related functionality of the Services. This action is consistent with the Supplier’s obligations under UK law to maintain the security and lawful operation of its systems.

4.6 Export Controls.

4.6.1. The Customer acknowledges that the Services are subject to UK and international export-control and sanctions regulations, including but not limited to the Export Control Act 2002 and sanctions administered by HM Treasury's Office of Financial Sanctions Implementation (OFSI), as well as U.S. regulations administered by the Department of Commerce and the Office of Foreign Assets Control (OFAC).

4.6.2. The Customer agrees to comply with all applicable export-control laws. The Customer shall not directly or indirectly export, re-export, or transfer the Services to any destination, entity, individual, or end-use prohibited under UK, U.S., or other applicable laws without first obtaining all required governmental authorisations.

4.6.3. The Customer warrants that it is not resident in, or under the control of entities in, jurisdictions subject to comprehensive sanctions (including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine), and is not listed on any applicable sanctions list issued under the Sanctions and Anti-Money Laundering Act 2018.

4.6.4. Compliance with export-control restrictions does not exempt the Customer from compliance with the UK GDPR, the Data Protection Act 2018, or any other UK legislation. This clause 4.6 shall survive the termination or expiry of this Agreement.

Article 5 - Customer’s obligations

5.1 The Customer undertakes to use the Services in full compliance with the laws of England and Wales, including the UK GDPR and the Data Protection Act 2018. The Customer shall provide the Supplier with all information, cooperation, and assistance reasonably required for the proper delivery of the Services. The Customer must promptly notify the Supplier of any actual or suspected unauthorised use of, or access to, the Services, any Registered Players, or any Customer account. The Customer shall appoint a suitably qualified individual as its designated administrator responsible for managing Authorised Users and associated access rights.

5.2 The Customer is responsible for ensuring that all data, information, and materials relating to Registered Players, Authorised Users, and Customer Content are accurate, complete, up to date, and lawfully collected and processed in accordance with the UK GDPR and the Data Protection Act 2018. The Customer shall ensure that all Authorised Users receive any legally required notices and provide any necessary consents for the lawful processing of their personal data.

5.3 The Customer agrees to maintain accurate and up-to-date account, user, and device information. The Customer must secure login credentials, prevent unauthorised access, and ensure that Authorised Users protect their accounts. The Customer shall ensure that all devices and hardware used in connection with the Services are compatible and compliant with the Supplier’s technical requirements and that all Registered Players are used exclusively for the operation of the Services.

5.4 Customers using a Free Plan shall not maintain, directly or indirectly, more than one Free Plan account unless otherwise expressly authorised in writing by the Supplier.

5.5 The Customer may implement its own End User Licence Agreement (“EULA”) governing the relationship between the Customer and its Authorised Users. Any such EULA shall operate solely between the Customer and the Authorised Users and shall not impose any obligations on the Supplier. The EULA must include legally enforceable provisions ensuring that the Customer obtains from each Authorised User all rights, consents, authorisations, and permissions necessary to lawfully process personal data in accordance with the UK GDPR and the Data Protection Act 2018, to comply with this Agreement, and to enable the Supplier to lawfully provide the Services. The Supplier shall bear no responsibility or liability for any EULA, its adequacy, enforceability, or any breach thereof.

5.6 Additional Customer Responsibilities

Without prejudice to Articles 5.1 to 5.5, the Customer shall:

• maintain accurate, complete, and up-to-date account, user, device, and Registered Player information;
• ensure that all content used in connection with the Services complies with applicable law, including intellectual property and data protection requirements;
• protect Login Details, prevent unauthorised access to the Services, and ensure that all Authorised Users comply with this Agreement;
• promptly notify the Supplier of any actual or suspected misuse, security breach, compromised account, or incident affecting the Services; and
• operate no more than one Free Plan account unless expressly authorised in writing by the Supplier.

Article 6 - Payment for Services

6.1 The Supplier may offer a free trial period for new Customers. The duration, features, and specific terms of any free trial will be as published on the Website. Only one free trial is permitted per Customer. Upon expiry of the free trial, continued use of the Services requires a paid Subscription. The Supplier reserves the right to modify or withdraw the free trial offer at any time.

6.2 For Customers on a paid subscription plan, the Supplier sets the pricing for the Services and will use reasonable efforts to keep the current pricing published on its website. The Customer is responsible for checking the Supplier’s website for any pricing updates. The Supplier may adjust its fees or introduce additional charges by providing prior notice in accordance with applicable law in the United Kingdom. Promotional pricing offered to other customers does not apply to the Customer unless expressly stated by the Supplier.

6.3 The Customer must pay all subscription fees and charges as set out in the applicable Order Form. Undisputed invoices must be paid within thirty (30) calendar days of receipt. All fees are non-refundable unless expressly provided otherwise in this Agreement. Any physical goods supplied by the Supplier will only be dispatched after full payment has been confirmed.

6.4 All fees are exclusive of VAT and any other applicable taxes, duties, or similar governmental assessments, which the Customer is responsible for paying in addition to the subscription fees, except for taxes based on the Supplier’s net income.

6.5 The Customer authorises the Supplier or its appointed payment processor to charge all payable amounts, including applicable taxes, to the payment method specified in the Customer’s account. The Supplier or its processor may conduct pre-authorisation checks to verify the payment method’s validity and availability of funds.

6.6 Services are provided on a recurring subscription basis as stated in the Order Form. By activating a Subscription, the Customer authorises the Supplier to charge the applicable fees automatically on each billing date until the Subscription is cancelled or this Agreement is terminated. To avoid renewal charges, the Customer must cancel the Subscription before the renewal date via the designated method provided by the Supplier.

6.7 If the Customer does not renew a paid Subscription, the account will automatically downgrade to the Free Plan. The Customer acknowledges that certain features or stored data may become inaccessible or be deleted as a result. The Supplier may suspend the Customer’s access to the Services if any payment is overdue. All outstanding fees shall become immediately due upon termination of this Agreement for any reason.

Article 7 - Intellectual property ownership

7.1 The Supplier, together with its assignors and licensors, retains full and exclusive ownership of all Intellectual Property Rights in and to the Services and all Platform Content. All proprietary digital signage layouts, templates, design resources, branding elements, trademarks, and service features remain the sole property of the Supplier or its applicable third-party rights holders.The Customer receives only the limited licence granted in Article 2. No ownership rights, broader licences, or additional permissions are granted or transferred. All rights not expressly granted are reserved.

7.2 The Customer may not assign, sublicense, distribute, commercialise, sell, or otherwise exploit the Services or Platform Content beyond the use expressly permitted by this Agreement. Any unauthorised use constitutes a breach and may give rise to liability under the laws of England and Wales, including the Copyright, Designs and Patents Act 1988 and the Trade Marks Act 1994.

7.3 If the Customer provides any suggestions, comments, ideas, bug reports, or similar input relating to the Services ("Feedback"), the Customer irrevocably assigns to the Supplier all Intellectual Property Rights in such Feedback. Where assignment is not legally possible, the Customer grants a perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable, and sublicensable licence to use and exploit the Feedback without restriction or compensation.

7.4 The Customer shall promptly notify the Supplier in writing of any actual or alleged third-party claim concerning infringement of Intellectual Property Rights in connection with the Services or Platform Content. The Customer shall reasonably cooperate with the Supplier in addressing such claims at the Supplier's request and expense.

Article 8 - Personal data

8.1 For personal data contained in Customer Content that the Supplier processes to provide the Services (“Customer Personal Data”), the parties agree that the Customer is the Data Controller and the Supplier is the Data Processor as defined by the UK GDPR and the Data Protection Act 2018. The processing of Customer Personal Data is governed by the Data Processing Addendum (“DPA”), which is incorporated into this Agreement by reference in Article 1.2. In the event of any conflict, the DPA prevails for data protection matters.

For personal data processed by the Supplier for its own legitimate business purposes (e.g., account administration, billing, security), the Supplier acts as an independent Data Controller.

8.2 The Supplier shall comply with the UK GDPR, the Data Protection Act 2018, and other applicable UK data protection law. It shall implement appropriate technical and organisational security measures as required by law and as detailed in the DPA.

8.3 The Customer retains ownership of all Customer Content. To enable the provision of the Services, the Customer grants the Supplier a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and technically modify Customer Content as necessary.The Customer warrants that it owns or has all necessary rights, licences, and permissions to all Customer Content and that such content does not infringe any third-party rights or violate any law. Customer Content must not be unlawful, harmful, defamatory, obscene, or in breach of this Agreement.

8.4 The Supplier is not obliged to monitor Customer Content but may remove, restrict, or block access to any content it reasonably believes violates this Agreement or the law. The Supplier may monitor data transmission for operational integrity, security, and legal compliance.

8.5 The Supplier respects intellectual property rights and will process valid infringement notices that comply with applicable law. The Supplier may suspend or terminate the accounts of users who are repeat infringers.

8.6 The Services may enable export of data to third-party platforms or incorporate third-party software. The Supplier is not responsible for the practices or terms of any third-party service. Any third-party open-source software components are provided under their respective licences, which govern their use.

Article 9 - Confidential Information

9.1 Confidential Information means any non-public business, technical, financial, operational, or commercial information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or would reasonably be considered confidential. This includes, for clarity, the Services, all pricing, commercial terms, technical documentation, and the terms of this Agreement.

9.2 The Receiving Party shall: (a) keep all Confidential Information strictly confidential; (b) use it solely for performing this Agreement; and (c) protect it using at least a reasonable standard of care. Confidential Information shall not be disclosed to any third party without the Disclosing Party’s prior written consent.

9.3 The obligations in 9.2 do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available without its breach; (b) was independently developed without reference to the Confidential Information; (c) was lawfully received from a third party without confidentiality restrictions; or (d) was already lawfully in its possession prior to disclosure.

9.4 Where disclosure is required by UK law, regulation, or court order, the Receiving Party may disclose the necessary Confidential Information provided it (where legally permissible) gives the Disclosing Party prompt notice and cooperates in seeking protective measures.

9.5 The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and professional advisers on a strict need-to-know basis, provided they are bound by confidentiality obligations at least as protective as this Article.

9.6 Upon the Disclosing Party’s written request, the Receiving Party shall return or securely destroy all Confidential Information, except for one copy retained solely to comply with legal or regulatory obligations, which remains subject to this Article’s terms.

9.7 All feedback, suggestions, or ideas provided by the Customer regarding the Services constitute the Supplier’s Confidential Information. The Supplier may use and commercialise such feedback without restriction, as further set out in Article 7.3.

Article 10 - Limited Warranty and Disclaimer

10.1 Each party represents and warrants to the other that it is duly organised and validly existing under the laws of its jurisdiction, has the full legal right, power, and authority to enter into and perform its obligations under this Agreement, and has obtained all necessary corporate approvals and consents to do so.

10.2 The Supplier warrants that during the Subscription Term, the Services will be provided with reasonable skill and care, in material conformity with the applicable user documentation, and will be accessible and functional for the Customer, subject to scheduled maintenance and downtime as permitted under this Agreement.

10.3 Except as expressly set out in this Article 10, and to the fullest extent permitted by applicable law, the Supplier disclaims all other warranties, conditions, and representations, whether express or implied. All implied terms regarding satisfactory quality, fitness for a particular purpose, and non-infringement are hereby excluded. No advice or information from the Supplier shall create any warranty not expressly stated herein.

10.4 The Supplier provides a limited warranty for any Registered Player hardware supplied. This warranty, valid for one (1) year from the invoice date, covers performance in accordance with its ordinary use under the supplied instructions. This warranty is subject to its specific terms and does not affect the Customer’s statutory rights under the Consumer Rights Act 2015 or other applicable UK consumer protection law.

10.5 The Customer acknowledges that, save for the express warranties in this Article 10, the Services and any Registered Players are provided on an “as is” and “as available” basis.The Supplier warrants only that the Services will operate in a commercially reasonable manner consistent with industry standards. Except as expressly stated herein, all Services and Registered Players are provided on an “as is” basis without any additional warranties of any kind.

Article 11 - Limitation of Liability

11.1 To the maximum extent permitted by law, the Supplier shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business, goodwill, anticipated savings, or data, arising from or related to this Agreement or the Services, whether in contract, tort (including negligence), or otherwise.

11.2 Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited under English law.

11.3 Subject to clauses 11.1 and 11.2, the Supplier’s total aggregate liability for all claims arising under or in connection with this Agreement shall not exceed the greater of (i) the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred pounds sterling (£100).

11.4 The limitations in this Article represent an agreed allocation of risk between the parties and are an essential basis of the commercial terms. They shall apply even if any remedy fails of its essential purpose.

11.5 These limitations and exclusions apply to the fullest extent permitted by the Unfair Contract Terms Act 1977 and other applicable UK law.

Article 12 - Indemnification The Customer agrees to indemnify, defend, and hold the Supplier harmless from and against any and all third-party claims, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with any of the following:

12.1 Any breach by the Customer or its Authorised Users of applicable UK or other relevant law, including but not limited to the UK GDPR, the Data Protection Act 2018, intellectual property law, or consumer protection law.

12.2 Any use of the Services by the Customer or its Authorised Users that is not permitted under this Agreement.

12.3 Any failure by the Customer to comply with its own contractual or legal obligations towards Authorised Users or any third parties.

12.4 Any actual or alleged infringement of intellectual property rights by the Customer, its Authorised Users, or arising from Customer Content.

12.5 The Customer’s indemnification obligations under this Article shall survive the termination or expiry of this Agreement and apply to the fullest extent permitted under the laws of England and Wales.

Article 13 - Term and Termination

13.1 Term of Agreement

This Agreement shall commence on the Effective Date and shall remain in full force and effect unless and until terminated in accordance with the provisions of this Article (the “Term”). Upon the effective date of termination, all active Subscriptions shall automatically terminate unless the Parties expressly agree otherwise in writing.

13.2 Termination for Cause

Either Party may terminate this Agreement with immediate effect, without liability, by providing written notice to the other Party upon the occurrence of any of the following events:

1. Material Breach: The other Party commits a material breach of this Agreement which, if capable of remedy, is not remedied within thirty (30) days of receiving written notice requiring such remedy.
2. Insolvency or Administration: The other Party:

becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

enters into liquidation, winding-up, administration, or receivership;

has a petition presented, resolution passed, or order made for any such process;

enters into any arrangement with its creditors (including a company voluntary arrangement); or ceases, or threatens to cease, carrying on business.

c. Unlawful Conduct: The Customer engages in any unlawful conduct in connection with the use of the Services, including conduct that exposes the Supplier to legal or regulatory risk.

13.3 Termination for Convenience The Customer may terminate this Agreement for convenience at any time by providing at least thirty (30) days’ prior written notice to the Supplier. Such termination shall automatically terminate any active Subscription(s). Unless otherwise required by applicable UK consumer protection legislation, any prepaid amounts relating to the unused portion of a Subscription Term are non-refundable.

13.4 Effects of Termination

Upon expiry or termination of this Agreement for any reason:

1. Cessation of Rights: All licences, access rights, and usage permissions granted to the Customer under this Agreement shall immediately cease.
2. Return of Materials: Each Party shall promptly return, delete, or cease using any property, equipment, materials, or Confidential Information of the other Party.
3. Customer Content: The Supplier may delete or otherwise dispose of Customer Content held in its possession, subject to applicable UK data protection law, the Data Processing Addendum, and its internal retention policies.
4. Outstanding Fees: The Customer shall promptly pay all accrued but unpaid fees for the Services provided up to the effective date of termination.
5. Survival of Clauses: The following provisions shall survive termination: Articles 7, 8, 9, 10, 11, 12, and 13.

13.5 No Refund Upon Convenience Termination

Where the Customer terminates this Agreement for convenience, the Customer acknowledges that prepaid Subscription Fees are non-refundable except where such refund rights cannot be excluded under applicable UK consumer legislation.

13.6 Effect of Non-Renewal of a Paid Subscription

If a Subscription is not renewed by either Party, the Customer’s access shall automatically revert to the Supplier’s Standard Free Plan. All features, usage limits, and access rights applicable to the Free Plan shall take immediate effect and shall be governed by the Supplier’s then-current Terms of Service.

Article 14 Modification or Discontinuation of Services

14.1 The Supplier reserves the right to modify, suspend, or discontinue the Services (or any part) at any time, with or without prior notice, unless otherwise required by applicable law.

14.2 The Supplier shall not be liable to the Customer or any third party for any modification, suspension, or discontinuation of the Services.

Article 15 Notices

15.1 Any formal notice under this Agreement must be in writing, in English, and sent via: (a) registered or recorded postal mail; (b) a recognised courier service; or (c) email.

15.2 Addresses for Notice.

• Notices to the Customer shall be sent to the email or postal address in its account. (b) Notices to the Supplier shall be sent to its registered office (as stated at the start of this Agreement )or another address it designates in writing.

15.3 A notice is effective: (a) if by email, on the day sent (if no bounce-back is received); (b) if by post or courier, on the day of recorded delivery.

Article 16 - Modification of Agreement

16.1 The Supplier reserves the right to modify this Agreement prospectively at any time. The Supplier will provide at least thirty (30) days’ prior notice of any change, unless a shorter period is required by law.

16.2 Continued use of the Services after the effective date of a modification constitutes acceptance of the updated Agreement.

16.3 If a modification materially reduces the Customer’s rights or increases its obligations, the Supplier will seek the Customer’s explicit acceptance. If the Customer does not accept a material change during an active Subscription, it may terminate the Subscription within 30 days of notice and receive a pro-rata refund of any prepaid fees.

16.4 Any dispute will be governed by the version of this Agreement in effect when the dispute arose.

16.5 Except as set out in this Article, no amendment to this Agreement is valid unless in writing and signed by both parties.

Article 17 - Entire agreement

This Agreement, together with any applicable Data Processing Addendum and Order Form, constitutes the entire and exclusive agreement between the parties regarding its subject matter. It supersedes all prior discussions and agreements.

No terms, conditions, or warranties shall be implied by custom, trade usage, or prior dealings. No other document (including purchase orders or invoices) shall alter this Agreement, unless expressly incorporated herein.

Any amendment to this Agreement must be made in accordance with Article 16.

Article 18 Severability

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions. All other provisions shall remain in full force and effect.

Article 19 Waiver

No waiver by either Party of any breach or default under this Agreement shall be construed as a waiver of any preceding or succeeding breach or default, whether of the same or of a different provision.

Article 20 Authentic text

This Agreement is drafted in the English language.If the Agreement is translated into any other language, the English language version shall prevail in the event of any conflict or question of interpretation.

Article 21 Force Majeure

21.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control ("Force Majeure Event").

21.2 A Force Majeure Event includes, but is not limited to: acts of God, fire, flood, war, riot, strike, industrial action, failure of public utilities or telecommunications networks, or any other similar cause.

21.3 For the avoidance of doubt, a Force Majeure Event does not include a party's financial inability to perform its obligations, including the failure to make a payment when due.

21.4 The affected party must: (a) promptly notify the other party of the Force Majeure Event; and (b) use reasonable efforts to resume performance. The time for performance shall be extended for the period of the delay.

Article 22 - Marketing

22.1 The Customer agrees to reasonably cooperate with the Supplier in marketing activities, such as participating in case studies, upon the Supplier's request.

22.2 The Supplier may disclose that the Customer is a user of the Services.

22.3 The Supplier may use the Customer's name, logo, trademarks, testimonials, and use-case details ("Marketing Materials") in its promotional content only with the Customer's prior written consent (which may be obtained via email).

22.4 The Customer may withdraw its consent for future use of its Marketing Materials at any time by providing written notice. Upon such withdrawal, the Supplier will cease new uses of the Materials but may retain materials already published.

Article 23 - Assignment The Customer shall not assign or transfer this Agreement, whether in whole or in part, without obtaining the Supplier’s prior written consent, which shall not be unreasonably withheld or unduly delayed. The Supplier, upon providing written notice to the Customer, may assign or transfer this Agreement, in whole or in part, including any rights to payment hereunder, provided that such assignment does not adversely affect the Supplier’s obligations towards the Customer.

Article 24 - Governing law, Jurisdiction

This Agreement and any dispute, claim, or controversy arising out of or in connection with it, including any non-contractual obligations, shall be governed by and construed exclusively in accordance with the laws of England and Wales, without giving effect to any conflict-of-laws principles. This includes, where applicable, compliance with UK data protection legislation such as the UK GDPR and the Data Protection Act 2018.

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 this Agreement or its subject matter.