SuLe - Venture Hub

A reference to "SuLe", "we", "us", or "our" within these Platform Terms and Conditions and associated documents referred herein means Sule Hub Limited, a company incorporated in England and Wales under company registration number 14829079. Our registered office is at Capital Office, 124-128 City Road, London, United Kingdom, EC1V 2NX.

Important Disclaimers

(A)WE DO NOT MAKE ANY PROMISES OR GIVE ANY WARRANTIES ABOUT OUR SERVICES. IN PARTICULAR, WE DO NOT WARRANT THAT: (i) THE SERVICES OR THE CONTENT (INCLUDING USER GENERATED CONTENT) IS VIRUS FREE, AND WE ACCEPT NO RESPONSIBILITY FOR ANY INFECTION BY VIRUS OR OTHER CONTAMINATION OR BY ANYTHING WHICH HAS DESTRUCTIVE PROPERTIES; (ii) ANY OF THE CONTENT OR THE SERVICES ARE ACCURATE AND/OR COMPLETE AND/OR FIT FOR A PARTICULAR PURPOSE; (iii) ANY OF THE CONTENT OR THE SERVICES PROVIDE YOU WITH LEGAL, FINANCIAL OR PROFESSIONAL ADVICE OF ANY KIND; (iv) ALTHOUGH WE WILL DO OUR BEST TO PROVIDE CONSTANT, UNINTERRUPTED ACCESS TO THE SERVICES, WE DO NOT GUARANTEE THIS. WE ACCEPT NO RESPONSIBILITY OR LIABILITY FOR ANY INTERRUPTION OR DELAY TO THE SERVICES; AND (V) THE PLATFORM WILL BE AVAILABLE AND ACCESSIBLE AT ALL TIMES.

(B)FEES FOR THE SUBSCRIPTION SERVICES ARE PAYABLE EITHER MONTHLY OR ANNUALLY IN ADVANCE AND ARE NON-REFUNDABLE FOR THE SUBSCRIBED SERVICE PERIOD. BY AGREEING TO THESE TERMS, YOU AGREE TO PAY THE FEES (INCLUDING IN THE EVENT THAT YOU SUBSEQUENTLY DO NOT USE THE SUBSCRIBED SERVICES).

(C)WE MAKE NO PROMISES THAT OUR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE WITHIN YOUR TECHNICAL ENVIRONMENT. THOSE WHO PROCURE OUR SERVICES DO SO ON THEIR OWN INITIATIVE AND AT THEIR OWN RISK. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE FOR THE DURATION OF THE AGREEMENT FOR ANY REASON, INCLUDING IN THE EVENT THAT ANY REGULATORY AUTHORITY OR CHANGE IN APPLICABLE LAW RESTRICT US FROM PROVIDING THE SERVICES.

1. Definitions and Interpretation

1.1The following definitions and rules of interpretation shall apply to this Agreement:

Affiliate means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time, where "control" means the ownership of, or the power to vote, more than fifty per cent (50%) of the voting interest in such entity, or the power to direct or cause the direction of the management or policies of such entity (whether through ownership of voting securities, by contract or otherwise).

Agreement means these Platform Terms and Conditions.

Authorised Users means, in respect of the relevant Services, the named users authorised by the Customer to use those Services in accordance with the terms of this Agreement.

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.

Credit means a non-transferable promotional value unit issued by SuLe that may be applied by SuLe to reduce future Subscription Fees and/or Professional Services Fees payable by a Customer via the Platform in accordance with the Referral Program, such credit amount calculated minus any applicable VAT/taxes. For the avoidance of doubt, Credits have no cash value and may not be sold, assigned, or exchanged.

Customer means the entity that has registered for the Platform.

Customer Data means any and all information (including personal data) that is provided to SuLe by the Customer in the provision of the Services.

Documentation means the user guides, help files, technical documentation, FAQs, online materials and any other instructions, descriptions or specifications made available by SuLe via the Platform (or otherwise notified to the Customer in writing) describing the features, functionality, operation or permitted use of the Services, as updated by SuLe from time to time.

Eligible Spend means Professional Services Fees actually received by SuLe from a Referred Customer during the Referral Period, excluding VAT, disbursements, refunds and chargebacks.

Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing.

LinkedIn means the online professional networking platform (https://www.linkedin.com).

Materials means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of SuLe in connection with the Services, but excluding all Customer Data.

Non-SuLe Materials means all third-party materials, including any code, open-source code, applications, models, third-party Intellectual Property Rights, and any software, plugin, or infrastructure information technology required to provide the Services or the Platform.

Permitted Purpose means use solely for the Customer's internal business operations, in each case in accordance with the applicable Documentation and this Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:

(a)copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;

(b)permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing);

(c)combining, merging or otherwise permitting any Subscribed Service (or any part of it or any application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or

(d)attempting to reverse engineer, observe, study or test the functioning of or decompile the applications or the Services (or any part),

except as expressly permitted under this Agreement.

Platform means the SuLe online platform that the Customer is entitled to use subject to the terms of this Agreement and made available at https://hub.sule.io/.

Professional Services means the provision by SuLe of legal advice and assistance to the Customer subject to separate Terms of Engagement.

Professional Services Fees means in respect of the Professional Services, the fees payable by the Customer to SuLe and as calculated on a case-by-case basis as agreed between SuLe and the Customer from time to time and subject to separate Terms of Engagement.

Prospective Customer means an individual or entity that is introduced to SuLe by a Referrer under the terms and conditions of the Referral Program, who shall be treated, when successfully referred in accordance with clause 6, a Referred Customer.

Qualifying Referral has the meaning given to it within clause 6.3.

Referral Period means a twelve (12) month period commencing on (and including) the date SuLe receives a valid referral in accordance with clause 6.2.

Referral Program means SuLe's business-to-business customer referral program, as more particularly described in clause 6 and as amended, updated, or replaced by SuLe from time to time.

Referred Customer means, subject to the exclusions set out within clause 6.3, any person or entity introduced to SuLe by a Referrer in accordance with clause 6.2.

Referrer means a current Customer of SuLe who has: (a) opted in to the Referral Program; and (b) refers a Referred Customer to SuLe in accordance with clause 6.

Services means: (a) access to the Platform; and (b) the Subscribed Services.

Subscribed Services means the services, access, and functionality that is provided to the Customer for free or upon payment of the Subscription Fee and described as either: (a) free access; (b) premium subscription; or (c) premium+ subscription, each with varying rights and benefits as set out in clauses 2.5.1 - 2.5.3 below.

Subscribed Service Period means the term of the Subscribed Services as set out in clause 15.

Subscription means the provision of the Subscribed Services by SuLe to Customer for the Subscribed Service Period in consideration of payment of the Subscription Fee.

Subscription Fees means in respect of the Subscribed Services, the fees payable by the Customer on a monthly or annual basis (as the case may be) as displayed on the Platform.

SuLe means SuLe Hub Limited, a company incorporated in England and Wales under company registration number 14829079 with registered office at Capital Office, 124-128 City Road, London, United Kingdom, EC1V 2NX.

SuLe Confidential Information means all information (whether in oral, written or electronic form) relating to SuLe's business which may reasonably be considered to be confidential in nature including information relating to SuLe's technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to pricing, descriptions of SuLe's services and any other technical or operational specifications or data relating to each Subscribed Service shall be part of SuLe Confidential Information.

Terms of Engagement means the separate terms and conditions agreed between SuLe (or any SuLe affiliate) and the Customer that set out the terms applicable to the provision of Professional Services by SuLe (or any SuLe affiliate).

VAT means value added tax, and any other tax imposed in substitution for it.

1.2In this Agreement:

1.2.1the table of contents, background section and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;

1.2.2SuLe and the Customer are together the parties and each a party, and a reference to a party includes that party's successors and permitted assigns;

1.2.3words in the singular include the plural and vice versa;

1.2.4any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.5a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form (including email);

1.2.6a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction;

1.2.7when a Customer creates an account or enters into a Subscription with SuLe the Customer accepts that such use will be subject to these Platform Terms and Conditions which shall bind the Customer at all times in respect of the Customer's use of the Platform and (if applicable) the Subscribed Services, together with the respective documents referred to in this Agreement (the Agreement); and

1.2.8later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

1.3We draw your attention to the following policies that apply to your use of our Platform and our site:

1.3.1our Privacy Policy;

1.3.2our Cookie Policy; and

1.3.3the Terms of Engagement applicable to Professional Services.

1.4Any obligation of SuLe under this Agreement to comply with Applicable Laws shall be such Applicable Laws as stated and in force on the date that these Platform Terms and Conditions were published (such date as set out at the head of these Platform Terms and Conditions).

1.5This Agreement shall govern the use and access of the Platform by the Customer (and provision of the Platform by SuLe to the Customer) and associated Subscribed Services.

1.6The Customer acknowledges that in the event that SuLe (or any SuLe affiliate) provides any Professional Services, such Professional Services shall be governed by separate terms and conditions. The terms governing the Professional Services shall be defined as the "Terms of Engagement" and shall be as applicable between the Customer and SuLe (or any SuLe affiliate) from time to time.

2. Rights of Use

2.1Subject to the terms of this Agreement, SuLe grants the Customer a non-exclusive, limited, non-transferable, personal right to:

2.1.1use the Platform; and

2.1.2subject to clause 9 (Intellectual Property Rights), to copy and use the Materials for its business use.

2.2Whilst SuLe endeavour to provide instant access to the Services, the Customer acknowledges that access and delivery of any Services are not subject to any deadlines or Customer timelines unless expressly agreed otherwise by SuLe.

2.3The Customer acknowledges that the Services do not include:

2.3.1any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);

2.3.2dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data); or

2.3.3legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.

2.4The Customer acknowledges that SuLe shall be entitled to amend, add, or restrict any of the benefits provided within the Subscribed Services from time to time, and further acknowledges and agrees that publication by SuLe of the benefits provided within the Subscribed Services on the Platform shall be binding on the Customer (subject always to SuLe not unreasonably diminishing the benefits provided within the Subscribed Services unless required to do so to comply with applicable laws or regulations in force from time to time).

2.5Subject to clause 2.4 and subject to any changes to the Subscribed Services by SuLe, the benefits granted to the Customer within the Subscribed Services shall depend on the type of Subscribed Services procured and shall be limited to the following description of benefits and usage limits:

2.5.1 Free access to the Platform:

(a)access to one basic template (non-disclosure agreement);

(b)storage of up to 4 (four) documents;

(c)execution/signing of one basic template (non-disclosure agreement);

(d)unlimited access to conduct legal health checks;

(e)one free 15-minute legal consultation as part of the Professional Services;

(f)basic access to the Platform knowledge hub;

(g)limited usage of AI editor tool; and

(h)unlimited access to search and quiz.

2.5.2 Premium subscription (paid quarterly):

(a)access to all templates/documents available on the Platform;

(b)unlimited storage of documents on the Platform;

(c)execution/signing of up to four (4) templates/documents per month;

(d)creation of up to four (4) unique templates/documents per month;

(e)unlimited access to conduct legal health checks;

(f)premium access to the Platform knowledge hub;

(g)unlimited access to search and quiz; and

(h)5% off the Professional Services Fees.

2.5.3 Premium+ subscription (paid annually):

(a)access to all templates/documents available on the Platform;

(b)unlimited storage of documents on the Platform;

(c)unlimited execution/signing of templates/documents;

(d)unlimited creation of templates/documents;

(e)unlimited access to conduct legal health checks;

(f)premium access to the Platform knowledge hub;

(g)unlimited access to search and quiz; and

(h)10% off the Professional Services Fees.

The above benefits and pricing may change from time to time in line with SuLe's pricing (currently published at https://sule.io/pricing).

2.6In the event that the Customer exceeds any of the limitations of use set out within clauses 2.5.1 to 2.5.3 SuLe may, acting in its absolute discretion, require the Customer to upgrade to the most appropriate level of Subscribed Services, in the event the Customer refuses to do so, SuLe shall be entitled to suspend access to the Platform and/or terminate this Agreement without notice with immediate effect.

2.7SuLe reserves the right to charge additional fees (including but not limited to Subscription Fees) for usage beyond the subscription limits set out within clauses 2.5.1 to 2.5.3 (as updated from time to time).

2.8Use by the Customer of the legal templates and documents on the Platform shall be subject always to acknowledgement and agreement by the Customer that the legal templates and documents are provided subject to the following terms and usage limits:

2.8.1legal templates and documents are provided in a standard form for general use and are intended to serve as starting points for Customers to create legal documents tailored to their specific needs;

2.8.2Customers are solely responsible for reviewing, modifying, and ensuring that the legal templates and documents meet their specific legal and business needs;

2.8.3Customers acknowledge that the legal templates and documents are provided "as is" and without warranty or any representations of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, nor are they held out to be comprehensive, correct, accurate, or customised for specific legal, business, or regulatory requirement;

2.8.4Customers should seek independent legal advice to ensure that the legal templates or documents it intends to use are suitable for their intended purpose and comply with applicable laws;

2.8.5Customers shall not use the legal templates or documents for illegal or fraudulent purposes, nor shall the Customer sell or resell, sublicense, distribute, or permit such to be done or otherwise provide the legal templates or documents to any third party; and

2.8.6SuLe expressly disclaims all responsibility and liability for any consequences arising from the use or misuse of the legal templates and documents without obtaining independent legal advice.

2.9SuLe may make available features that use artificial intelligence or large language models to generate, edit, suggest, summarise, classify, review or analyse content (AI Features). Where the Customer or an Authorised User submits content to an AI Feature (an AI Input), the AI Feature may produce content in response (an AI Output). The following terms apply to AI Features:

2.9.1AI Outputs are generated automatically and may be inaccurate, incomplete, biased or unsuitable, and do not constitute legal, financial or other professional advice. The Customer is solely responsible for reviewing, validating and deciding whether to use any AI Output.

2.9.2The Customer warrants that it has the right to submit each AI Input and shall not submit (i) special category Personal Data or Personal Data relating to criminal convictions, (ii) payment card data or government-issued identifiers, or (iii) content that is unlawful, infringing or in breach of any usage restriction on the Platform.

2.9.3As between SuLe and the Customer, the Customer owns its AI Inputs and is licensed any rights SuLe holds in AI Outputs generated for the Customer for the Customer's internal business use. The Customer acknowledges that similar or identical AI Outputs may be generated for other customers and that no novelty or originality is warranted.

2.9.4The Customer authorises SuLe to process AI Inputs and AI Outputs (including by transmitting them to third-party large language model providers acting as Sub-processors) for the purposes of providing, securing and improving the AI Features and the Services. Where AI Inputs or AI Outputs contain Customer Personal Data, clause 12 (Data Protection) also applies. SuLe shall not use Customer-identifiable content to train any general-purpose AI model offered to third parties without the Customer's prior written consent.

2.9.5AI Features are provided on an "as is" and "as available" basis. SuLe may modify, suspend, restrict or withdraw any AI Feature at any time. Without limiting clause 15 (Limitation of Liability), SuLe shall have no liability for the content or accuracy of any AI Output or for any decision taken in reliance on it.

3. Authorised Use and Users

3.1The Services are intended solely for use by businesses that are legal entities registered in England and Wales and not for private use.

3.2The Customer shall only use and access the Services in accordance with clause 3.1 above and in accordance with the rights of use and limitations set out within clause 2 (Rights of Use), for the purposes of receiving information and assistance in conjunction with non-reserved and non-regulated legal issues (Permitted Purpose) and shall not use, exploit, or otherwise deal with access or use of the Services for its own commercial gain other than as contemplated by the benefits gained that are inherent in the Services provided.

3.3The Customer shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with this Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the Services, the employees or contractors of the Customer.

3.4The Customer shall:

3.4.1be liable for the acts and omissions of the Authorised Users;

3.4.2only provide Authorised Users with access to the Services via the online login page provided by SuLe and shall not provide access to (or permit access by) anyone other than an Authorised User; and

3.4.3procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement, including all obligations and restrictions relating to SuLe Confidential Information and SuLe Intellectual Property Rights in the Materials.

3.5The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer's organisation as necessary for use of the Services) their password or access details for any of the Services.

3.6The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the provisions of this Agreement.

3.7If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify SuLe immediately.

3.8Clauses 3.4 to 3.6 shall survive termination or expiry of this Agreement.

4. Indemnity

4.1The Customer shall indemnify, keep indemnified and hold harmless SuLe from and against any losses, claims, damages, liability, unpaid fees, and costs (including legal and other professional fees) and expenses incurred by SuLe (or any of its affiliates) as a result of the Customer's breach of this Agreement.

5. Changes to Services and Terms

5.1SuLe may, acting in its absolute discretion, update any of the documents referred to in any part of this Agreement (including the legal templates and documents) from time to time.

5.2In the event that any update is made to the terms of this Agreement that will have a material impact on the rights or obligations of the Customer, the terms of this Agreement shall only be effective by SuLe notifying the Customer by email (Update Notification).

5.3The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of this Agreement from the date 5 Business Days' after Update Notification of such revised document(s) (the Update) (or at such later date as SuLe may specify).

5.4The Customer acknowledges that SuLe shall be entitled to modify the features and functionality of the Services. SuLe may, without limitation to the generality of this clause 5, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods, amend any of the Platform functionality, design, and features, and add, remove, or edit any of the Materials available on the Platform from time to time.

6. Referral Program

6.1 Eligibility and Opt-In

6.1.1The Referral Program is available to Customers that are and remain in good standing and have no current overdue sums due to SuLe.

6.1.2Customers may participate in the Referral Program using the then current process for opt-in, as more particularly set out on our website, or our Platform, or as described in our marketing campaigns or advertisements, or otherwise by:

(a)emailing referrals@sule.io;

(b)composing a new message to SuLe via LinkedIn; and/or

(c)replying directly to SuLe via LinkedIn.

6.1.3By participating in the Referral Program, a Referrer acknowledges and agrees that they shall comply with the terms and conditions of these Platform Terms and Conditions and shall observe and comply with the rules, requirements, and/or restrictions of the Referral Scheme as set out within this clause 6 and as otherwise made known to the Referrer by SuLe from time to time.

6.2 How to refer and Changes to the Referral Program

6.2.1Once a Customer has opted in to the Referral Program, a referral can be made by providing to SuLe an introduction to a Prospective Customer via email to referrals@sule.io or other eligible and accepted method of communication (as accepted by SuLe from time to time) providing sufficient details of such Prospective Customer to enable SuLe to follow up with such Prospective Customer.

6.2.2SuLe will record referrals made to it by a Referrer using internal systems. Only one Referrer can be attributed to a Prospective Customer and Referred Customer. Attribution is made to the first valid referral recorded by SuLe.

6.2.3SuLe may, from time-to-time, amend the current Referral Program referral methods or otherwise introduce alternative referral methods. Use of any alternative method that is provided by SuLe shall constitute a valid referral where a Customer complies with the then valid instructions provided by SuLe from time to time.

6.2.4SuLe may amend the operational requirements and processes for making referrals (including methods of referral, eligibility verification, tracking processes, and reward calculation methodology) at any time by updating the description of the Referral Program on the Platform. Such changes shall take effect on the date specified in the update or, if no date is specified, immediately.

6.3 Qualifying Referrals

6.3.1Only Prospective Customers who are eligible to be introduced to SuLe under the terms of the Referral Program and this clause 6 shall be capable of becoming a Referred Customer.

6.3.2A Qualifying Referral occurs only where all of the following are met:

(a)at the time of the referral the Prospective Customer is not already a Customer of SuLe and has not already been referred by another Referrer; and

(b)the Prospective Customer engages with SuLe in good faith, and is not the Referrer itself, a member of the Referrer's group, under the common control of the Referrer, or otherwise is not an affiliate of the Referrer;

(c)the Referrer has complied with this clause 6 and otherwise with these Platform Terms and Conditions.

6.3.3SuLe may, acting in its absolute discretion, decline to accept a referral that does not meet the Referral Program criteria or where doing so would be unlawful or inappropriate without explanation or further communication with any Prospective Client or Referrer.

6.4 Referral Rewards

6.4.1If a Referred Customer purchases a Premium+ subscription to the SuLe Platform during the Referral Period, the Referrer shall be entitled to a one-off Credit equal to 10% of the first Premium+ Subscription Fee actually received by SuLe.

6.4.2Whether or not the Referred Customer purchases a Platform subscription, the Referrer earns a Credit equal to 10% of the Referred Customer's Eligible Spend during the Referral Period.

6.4.3Credits are calculated to the nearest whole Credit. Where calculation results in a fraction, SuLe will round to the nearest whole Credit.

6.4.4A Referrer may not earn multiple rewards for the same underlying transaction. If a transaction triggers more than one potential reward, SuLe will apply the single highest applicable reward.

6.4.5SuLe may vary the rates, structure, or nature of rewards (including the type or value of Credits) for future referrals at any time by notice on the Platform, without affecting Credits already issued.

6.4.6The Referrer acknowledges that participation in the Referral Program does not create any vested right to future participation or to any particular reward structure, and no statement or representation outside this Agreement shall be binding on SuLe.

6.5 Issuance, Use and Expiry of Credits

6.5.1Credits are issued to the Referrer's account within 30 days after the end of the calendar month in which SuLe receives cleared funds for the relevant payment from the Referred Customer. No Credits accrue on unpaid, refunded or charge-backed amounts.

6.5.2Unless agreed otherwise in writing, Credits may only be applied by SuLe to reduce future Subscription Fees and/or Professional Services Fees payable by the Referrer via the Platform and cannot be applied retrospectively.

6.5.3Credits expire 12 months after the date of issue and are forfeited on expiry or termination of these Platform Terms and Conditions as between SuLe and the Referrer.

6.5.4Credits are personal to the Referrer and may not be assigned, transferred, pledged, or exchanged, and have no cash value.

6.5.5SuLe may cancel or reverse any Credits issued in error or in connection with a breach of this Agreement, including where the breach is discovered after the Credits have been issued or used.

6.6 Exclusions; Fair Use; Fraud & Abuse

6.6.1Self-referrals, referrals between group companies or entities under common control, and referrals that involve any incentive to the Referred Customer that is misleading, unlawful, or contrary to SuLe's policies are not permitted.

6.6.2SuLe may, acting in its sole and absolute discretion, withhold, reverse, cancel or suspend Credits where it reasonably suspects breach, gaming, or abuse (including artificial transactions). SuLe may request reasonable information to verify eligibility and compliance.

6.6.3The Referrer is solely responsible for ensuring that participation in the Referral Program complies with laws and professional/industry rules that apply to it.

6.7 No Authority and Status of Referrers

6.7.1The Referrer acts as an independent party and has no authority to negotiate or enter into contracts on behalf of SuLe, nor to make any commitments, warranties, or representations regarding SuLe's services except as expressly authorised in writing by SuLe.

6.7.2The Referrer must not create an impression of being authorised to act for SuLe. Participation in the Referral Program does not create any partnership, joint venture, or agency relationship between the Referrer and SuLe.

6.7.3The Referrer shall not participate in any referral or promotional program for a direct competitor of SuLe that could reasonably be expected to conflict with the Referrer's obligations under the Referral Program, without SuLe's prior written consent.

6.8 Marketing Materials and Branding

6.8.1The Referrer shall not produce any marketing materials referring to SuLe or the Referral Program, or use SuLe's name, logo, or trademarks, without prior written consent from SuLe. Where consent is given, the Referrer must comply with SuLe's brand guidelines and any instructions provided by SuLe.

6.9 Data Protection Obligations of the Referrer

6.9.1The Referrer warrants it has a lawful basis (and, where required, has obtained valid consent) to share any personal data of a prospective customer with SuLe for referral purposes.

6.9.2Personal data provided under the Referral Program will be processed by SuLe in accordance with SuLe's Privacy Policy.

6.10 Changes to the Referral Program

6.10.1The Referral Program is a promotional initiative and SuLe may vary, suspend, or terminate any aspect of it (including eligibility criteria, reward structure, and operational processes) at any time.

6.10.2Where a change materially impacts accrued Credits, SuLe will take reasonable steps to ensure fairness, but Credits do not vest until issued under clause 6.5.1.

6.10.3SuLe shall have no liability to any Customer, Prospective Customer, Referrer or any other individual or entity under the Referral Program.

6.10.4SuLe shall not be liable for any loss of opportunity or anticipated benefit arising from any change to, or suspension or withdrawal of, the Referral Program, save for Credits validly earned and issued before the change takes effect.

7. Fees

7.1The Subscription Fees shall be paid by the Customer at the rates and in the manner described in the pricing schedule applicable to each of the Subscription Services as stated on the Platform.

7.2The Customer shall pay the Subscription Fees to SuLe in advance on a monthly or annual basis (and re-occurring monthly/annually on the same day that the Customer made the initial payment).

7.3If the Customer wishes to engage Professional Services, the Professional Services Fees shall be expressly agreed on the Platform in advance of SuLe (or any SuLe's affiliate or subcontractor) providing such Professional Services to the Customer and shall be subject to the Terms of Engagement.

7.4The Subscription Fees are exclusive of VAT.

7.5The Customer acknowledges that the Subscription Fees are non-refundable.

7.6In the event that the Customer fails to pay any Fees due under this Agreement:

7.6.1SuLe shall have the right to suspend the Services and terminate this Agreement immediately, and

7.6.2SuLe shall have the right to charge interest on overdue invoices at the rate of 4% per annum above the base rate of the Bank of England from time to time, calculated from the date when payment becomes due for payment up to and including the date of actual payment whether before or after judgment.

7.7SuLe shall be entitled to increase the Fees for any and all Services at any time by notice to the Customer provided that SuLe shall not be entitled to increase the Fees on less than six weeks prior notice or more than once every 12 months.

8. Warranties

8.1Subject to the remainder of this clause 8, SuLe warrants that:

8.1.1the Subscribed Services shall operate materially in accordance with their description when used in accordance with this Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and

8.1.2it shall provide each of the Services with reasonable care and skill.

8.2The Customer acknowledges that clause 8.1 does not apply to the free access and use available to Customers of the Platform and that free access and use of the Platform are provided 'as is' and excluding any warranty (to the maximum extent permitted by law).

8.3The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that SuLe shall have no liability for any such delays, interruptions, errors or other problems.

8.4If there is a breach of any warranty in clause 8.1 SuLe shall, at its option:

8.4.1use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service);

8.4.2refund the relevant fees for the impacted Services which were otherwise payable for the period during which SuLe was in breach of any such warranty (provided such period is at least 10 consecutive days); and

8.4.3to the maximum extent permitted by law, this clause 8.4 sets out the Customer's sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 8.1.

8.5The warranties in clause 8.1 are subject to the limitations set out in clause 15 and shall not apply to the extent that any error in the Services arises as a result of:

8.5.1incorrect operation or use of the Services by the Customer, any Authorised User;

8.5.2use of any of the Services other than for the purposes for which it is intended or as set out within this Agreement;

8.5.3use of any Services with other software or services or on equipment with which it is incompatible;

8.5.4any act by any third party (including hacking or the introduction of any virus or malicious code);

8.5.5any modification of Services (other than that undertaken by SuLe or at its direction); or

8.5.6any breach of this Agreement by the Customer (or by any Authorised User).

8.6The Customer acknowledges that no liability or obligation is accepted by SuLe (howsoever arising whether under contract, tort, in negligence or otherwise):

8.6.1that the Services shall meet the Customer's individual needs, whether or not such needs have been communicated to SuLe;

8.6.2that the operation of the Services shall not be subject to minor errors or defects; or

8.6.3that the Services shall be compatible with any other software or service or with any hardware or equipment.

8.7Other than as set out in this clause 8, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.

9. Customer's Responsibilities

9.1The Customer shall (and shall ensure all Authorised Users shall) at all times:

9.1.1comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications;

9.1.2maintain the confidentiality and security of their login credentials and ensure that Authorised Users do the same;

9.1.3be responsible for all activities that occur under their account, including any unauthorised use of the Services;

9.1.4not use the Services to infringe upon the Intellectual Property Rights of any third party;

9.1.5not use the Services for any illegal or fraudulent purpose or in a manner that could damage, disable, overburden, or impair the Services;

9.1.6not modify, adapt, translate, or reverse engineer the Services or any part thereof;

9.1.7not sell, resell, sublicense, distribute, or lease the Services or any part thereof;

9.1.8promptly notify SuLe of any security breaches or unauthorised access to the Services; and

9.1.9be responsible for backing up their data and ensuring that they have the ability to recover their data in the event of a loss or corruption.

10. Intellectual Property Rights

10.1All Intellectual Property Rights in and to the Services and Materials belong to and shall remain vested in SuLe or the relevant third party owner. To the extent that the Customer, any of its affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Materials or any other part of the Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to SuLe or such third party as SuLe may elect. The Customer shall execute all such documents and do such things as SuLe may consider necessary to give effect to this clause 10.1.

10.2The Customer and Authorised Users may be able to store or transmit Customer Data using various elements of the Services and the Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for SuLe (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data to the extent necessary to perform or provide the Services and the Platform, or to exercise or perform SuLe's rights, remedies and obligations under this Agreement.

10.3To the extent Non-SuLe Materials are made available to, or used by or on behalf of the Customer, or any Authorised User in connection with the use or provision of the Services, such use of Non-SuLe Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by SuLe or the third party and not by this Agreement. SuLe grants no Intellectual Property Rights or other rights in connection with any Non-SuLe Materials.

10.4Except for the rights expressly granted in this Agreement, the Customer and any Authorised User shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the services or the platform (or any part of each) and no Intellectual Property Rights of either party are transferred or licensed as a result of our agreement.

10.5This clause 10 shall survive the termination or expiry of this Agreement.

11. Customer Data

11.1Customer Data shall at all times remain the property of the Customer or its licensors.

11.2SuLe shall process personal data received by a Customer in accordance with its Privacy Policy (as updated or amended from time to time).

11.3SuLe routinely undertakes regular backups of the Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make SuLe responsible for ensuring the Customer Data (including personal data) does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, SuLe shall not be liable for any claims or loss of any kind (including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data (including personal data).

12. Data Protection

12.1In this clause 12:

12.1.1Customer Personal Data means any Personal Data forming part of the Customer Data and processed by SuLe on behalf of the Customer in the course of providing the Services;

12.1.2Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data (Use and Access) Act 2025, and any other data protection or privacy laws applicable to the processing of Personal Data under this Agreement, in each case as amended, replaced or supplemented from time to time;

12.1.3Personal Data, Personal Data Breach, processing (and its cognates), controller, processor, data subject and supervisory authority have the meanings given to them in the UK GDPR;

12.1.4Sub-processor means any third party engaged by SuLe (or by any other Sub-processor) to process Customer Personal Data in connection with the Services; and

12.1.5UK GDPR has the meaning given in section 3(10) of the Data Protection Act 2018.

12.2The parties acknowledge that, for the purposes of Data Protection Laws:

12.2.1in respect of Customer Personal Data, the Customer is the controller and SuLe is the processor; and

12.2.2in respect of Personal Data that SuLe processes for its own purposes (including account administration, billing, marketing, security, fraud-prevention and analytics), SuLe is the controller and such processing is governed by SuLe's Privacy Policy and not by this clause 12.

12.3SuLe shall process Customer Personal Data only as required for the provision of the Services. The processing details are:

12.3.1Subject matter and duration: the provision of the Services for the duration of this Agreement and any post-termination retention period required under this Agreement;

12.3.2Nature and purpose: hosting, storage, transmission, retrieval, organisation, structuring, display, deletion and otherwise making available Customer Personal Data for the purpose of providing the Services;

12.3.3Types of Personal Data: any Personal Data that the Customer (or any Authorised User) inputs into, uploads to, generates within, transmits through, or stores on the Platform, typically including names, contact details, roles, employment information, shareholding and investment information, signature data, and any other Personal Data contained in legal templates, documents or correspondence; and

12.3.4Categories of data subjects: the Customer's officers, directors, employees, shareholders, investors, counterparties, customers, contractors, advisers, and any other individuals whose Personal Data is contained in Customer Data.

12.4The Customer warrants and undertakes that:

12.4.1it has, and shall at all times maintain, a valid lawful basis under Data Protection Laws for processing Customer Personal Data (including its transfer to SuLe and any Sub-processor), and has provided all necessary fair-processing notices and obtained all necessary consents from data subjects;

12.4.2its instructions to SuLe in connection with the processing of Customer Personal Data comply with Data Protection Laws; and

12.4.3it shall not provide to SuLe any special category Personal Data within Article 9 of the UK GDPR, or any Personal Data relating to criminal convictions or offences within Article 10 of the UK GDPR, except where strictly necessary for the Customer's use of the Services and where the Customer has a lawful basis under Article 9 or 10 (as applicable) to do so.

12.5SuLe shall, in respect of Customer Personal Data:

12.5.1process Customer Personal Data only on the documented instructions of the Customer (including in respect of transfers to a third country), unless required to do otherwise by applicable law (in which case SuLe shall, where legally permitted, inform the Customer of that legal requirement before processing). The Customer's instructions are limited to those set out in this Agreement and the Documentation. Any further or different instructions require SuLe's written agreement, and SuLe may charge for the costs of complying with them;

12.5.2ensure that persons authorised to process Customer Personal Data are bound by appropriate confidentiality obligations;

12.5.3implement and maintain appropriate technical and organisational measures designed to ensure a level of security appropriate to the risk, taking into account the matters set out in Article 32 of the UK GDPR (including, where appropriate, encryption, pseudonymisation, the ongoing confidentiality, integrity, availability and resilience of processing systems, the ability to restore availability and access following a Personal Data Breach, and regular testing of such measures);

12.5.4taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as possible, in fulfilling the Customer's obligation to respond to requests from data subjects exercising their rights under the UK GDPR (SuLe being entitled to charge reasonable cost for any such assistance);

12.5.5assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR, taking into account the nature of processing and the information available to SuLe;

12.5.6make available to the Customer, on reasonable written request and no more than once in any 12-month period (save where required by a supervisory authority or following a Personal Data Breach affecting the Customer), such information as is reasonably necessary to demonstrate SuLe's compliance with this clause 12. The Customer may, on no less than 30 days' prior written notice and at the Customer's expense, audit SuLe's compliance with this clause 12 (or instruct a mutually-agreed independent third-party auditor, subject to confidentiality undertakings, to do so), provided that any such audit shall be conducted during business hours, shall not unreasonably interfere with SuLe's operations, and shall be limited to the information and systems strictly necessary to verify compliance.

12.6SuLe shall notify the Customer without undue delay after becoming aware of any Personal Data Breach affecting Customer Personal Data. Such notification shall, to the extent then known, describe the nature of the breach, the categories and approximate number of data subjects and Personal Data records concerned, the likely consequences, and the measures taken or proposed to address it. SuLe shall co-operate with the Customer and provide reasonable assistance to enable the Customer to comply with its notification obligations to supervisory authorities and data subjects.

12.7The Customer grants SuLe a general authorisation to appoint Sub-processors in connection with the provision of the Services. A current list of Sub-processors is made available on the Platform (or on request) and may be updated from time to time. SuLe shall give the Customer reasonable prior notice (which may be by notice on the Platform or by email) of any intended addition or replacement of a Sub-processor, and the Customer may object on reasonable data-protection grounds within 14 days of such notice. If the Customer so objects and the parties are unable to agree a resolution, the Customer may terminate the affected Subscribed Services on written notice, and SuLe shall refund Subscription Fees paid in advance for the period after termination on a pro-rata basis. SuLe shall impose on each Sub-processor data-protection obligations no less protective than those set out in this clause 12 and shall remain liable for the acts and omissions of each Sub-processor as if they were its own.

12.8Where SuLe transfers Customer Personal Data outside the United Kingdom, it shall ensure that the transfer is made subject to an appropriate safeguard recognised under Data Protection Laws, including (without limitation) an adequacy regulation, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or the UK Extension to the EU-US Data Privacy Framework (where applicable). The Customer authorises SuLe (and its Sub-processors) to enter into such transfer mechanisms on the Customer's behalf where reasonably required.

12.9The Customer shall indemnify SuLe against all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with any breach by the Customer of this clause 12 or any other breach by the Customer of Data Protection Laws in respect of Customer Personal Data.

12.10On termination or expiry of this Agreement, SuLe shall, at the Customer's option (notified in writing within 30 days of termination), either delete or return all Customer Personal Data and delete existing copies, save where retention is required by applicable law. SuLe shall not be required to delete Customer Personal Data retained in routine backups, archival systems or for compliance with applicable law until deleted in the ordinary course.

12.11Each party's liability under or in connection with this clause 12 is subject to the limitations in clause 15, save that nothing in this Agreement limits or excludes a party's liability for any matter that cannot be excluded or limited under Data Protection Laws.

13. Confidentiality and Security of Customer Data

13.1SuLe shall maintain the confidentiality of all Customer Data, and shall not, without the prior written consent of the Customer or in accordance with this Agreement, disclose the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under this Agreement.

13.2The provisions of this clause 13 shall not apply to any Customer Data which:

13.2.1is or comes into the public domain through no fault of SuLe, its officers, employees, agents or contractors;

13.2.2is lawfully received by SuLe from a third party free of any obligation of confidence at the time of its disclosure;

13.2.3is independently developed by SuLe (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Customer Data; or

13.2.4is required by law, by court or governmental or regulatory order to be disclosed,

provided that clauses 13.2.1 to 13.2.3 (inclusive) shall not apply to personal data.

13.3The Customer acknowledges that in the event of termination or expiry of this Agreement, or in the event the Customer deletes their account on the Platform, Customer Data shall be stored on the Platform for a period of 30 days before it is irretrievably deleted.

13.4This clause 13 shall survive the termination or expiry of this Agreement for a period of five years.

14. SuLe Confidential Information

14.1The Customer shall maintain the confidentiality of SuLe Confidential Information and shall not without the prior written consent of SuLe, disclose, copy or modify SuLe Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.

14.2The Customer undertakes to:

14.2.1disclose SuLe Confidential Information only to those of its Authorised Users, or officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement;

14.2.2procure that such persons are made aware of and agree in writing to observe the obligations in this clause 14; and

14.2.3be responsible for the acts and omissions of those third parties referred to in this clause 14.2 as if they were the Customer's own acts or omissions.

14.3The Customer shall give notice to SuLe of any unauthorised use, disclosure, theft or loss of SuLe Confidential Information immediately upon becoming aware of the same.

14.4The provisions of this clause 14 shall not apply to information which:

14.4.1is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;

14.4.2is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;

14.4.3is independently developed by the Customer, without access to or use of SuLe Confidential Information; or

14.4.4is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies SuLe at the earliest opportunity before making any disclosure.

14.5The parties agree that the terms of this clause 14 shall survive the termination or expiry of this Agreement for a period of five years.

15. Limitation of Liability

15.1The extent of SuLe's liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity, except in the case of fraud) shall be as set out in this clause 15.

15.2Subject to clause 15.6, SuLe's aggregate liability in respect of the Subscribed Services (howsoever arising under or in connection with this Agreement) shall not exceed an amount equal to the Subscription Fees for the relevant Subscribed Service paid to SuLe by the Customer in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement.

15.3Subject to clause 15.6, SuLe's aggregate liability to any Customer who is using the Platform on a free basis (howsoever arising under or in connection with this Agreement) shall not exceed one-hundred pounds (£100).

15.4Subject to clause 15.6, SuLe shall not be liable for consequential, indirect or special losses.

15.5Subject to clause 15.6, SuLe shall not be liable for any of the following (whether direct or indirect):

15.5.1loss of profit;

15.5.2destruction, loss of use or corruption of data;

15.5.3loss or corruption of software or systems;

15.5.4loss or damage to equipment;

15.5.5loss of use;

15.5.6loss of production;

15.5.7loss of contract;

15.5.8loss of commercial opportunity;

15.5.9loss of savings, discount or rebate (whether actual or anticipated); and/or

15.5.10harm to reputation or loss of goodwill.

15.6Notwithstanding any other provision of this Agreement, SuLe's liability shall not be limited in any way in respect of the following:

15.6.1death or personal injury caused by negligence;

15.6.2fraud or fraudulent misrepresentation; or

15.6.3any other losses which cannot be excluded or limited by applicable law.

15.7This clause 15 shall survive the termination or expiry of this Agreement.

16. Suspension

16.1SuLe may suspend access to the Services (or any part) to all or some of the Customer and Authorised Users if:

16.1.1SuLe suspects that there has been any misuse of the Services or breach of this Agreement;

16.1.2the Customer fails to pay any sums due to SuLe by the due date for payment; or

16.1.3required by law, by court or governmental or regulatory order.

16.2Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without prejudice to any of its rights under this Agreement, SuLe will take steps to investigate the issue and may restore or continue to suspend access at its discretion.

16.3Subscription Fees and any Professional Services Fees shall remain due and payable during any period of suspension notwithstanding that the Customer, or some or all of the Authorised Users may not have access to the Services.

17. Term, Renewal and Termination

17.1The Subscribed Service Period shall commence on the date of receipt of the first payment by the Customer and shall continue for a minimum period of twelve (12) months (Initial Term), when it shall automatically renew for further twelve (12) month periods on the anniversary date of the Initial Term (each a Renewal Term) unless and until either party provides not less than one month's written notice to terminate this Agreement, such notice not to expire prior to the end of the Initial Term.

17.2The provisions within clause 17.1 shall not apply to any Customers who use the Platform on a free basis, and in such circumstances, this Agreement shall commence upon the Customer accessing the Platform and shall continue, unless and until it is terminated by the Customer requesting deletion of their account, or by SuLe acting in its absolute discretion and for convenience without prior notice to the Customer.

17.3SuLe may terminate this Agreement immediately at any time by giving notice in writing to the Customer if:

17.3.1the Customer commits a material breach of this Agreement and such breach is not remediable; or

17.3.2the Customer has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid for more than five (5) Business Days after the due date for payment.

17.4SuLe may terminate, suspend, or amend the provision of free access to the Platform at any time with or without notice.

17.5Any breach by the Customer of any terms of this Agreement, or any of the document and/or policies referred to in this Agreement shall be deemed a material breach of this Agreement which is not remediable.

18. Consequences of Termination

18.1Immediately on termination or expiry of this Agreement (for any reason), the rights granted by SuLe under this Agreement shall terminate and the Customer shall (and shall procure that each Authorised User and each of its affiliates shall):

18.1.1stop using the Services; and

18.1.2destroy and delete or, if requested by SuLe, return any copies of the Materials in its possession or control (or in the possession or control of any person acting on behalf of any of them).

18.2Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.

19. Force Majeure

19.1Force Majeure Event means any event or circumstance beyond the reasonable control of SuLe, including (without limitation): acts of God, fire, flood, earthquake or other natural disaster; epidemic or pandemic; war, armed conflict, terrorism, riot or civil unrest; act or omission of any government, regulator or other public authority (including the imposition of any embargo, sanction or change in applicable law); strike, lock-out or other industrial dispute (other than involving SuLe's own workforce); failure, interruption or degradation of any internet, telecommunications, hosting, cloud, power, or other utility service or of any third-party platform, supplier or sub-processor on which the Services rely; and any cyber-attack, denial-of-service attack, malware incident or similar event not caused by SuLe's failure to maintain reasonable security measures.

19.2SuLe shall not be in breach of this Agreement, nor liable for any failure or delay in performing its obligations under it, to the extent that such failure or delay is caused by or results from a Force Majeure Event.

19.3Where a Force Majeure Event prevents, hinders or delays SuLe's performance of its obligations for a continuous period of more than thirty (30) days, either party may terminate this Agreement on written notice to the other, and SuLe shall refund any Subscription Fees paid in advance in respect of any period after the date of termination on a pro-rata basis. No other liability shall arise as a result of such termination.

19.4SuLe shall notify the Customer (which may be by notice on the Platform) as soon as reasonably practicable of the occurrence of a Force Majeure Event and shall use reasonable endeavours to mitigate its effect on the performance of its obligations.

19.5The Customer's obligation to pay any Fees that have accrued prior to the Force Majeure Event shall not be affected by this clause 19.

20. Entire Agreement

20.1Our Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

20.2Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

20.3Nothing in this Agreement shall limit or exclude any liability for fraud.

21. Assignment and Subcontracting

21.1Except as expressly provided in this Agreement, SuLe may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.

21.2Except as expressly permitted by this Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without SuLe's prior written consent.

22. Set Off

Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

23. No Partnership or Agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.

24. Severance

24.1If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

24.2If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25. Waiver

25.1No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

25.3A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

26. Third Party Rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

27. Governing Law

This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.

28. Jurisdiction

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

Version 2.1 – Published on 8 June 2026

SuLe Hub Limited