Platform Terms and Conditions

01. Agreement to these Terms

These terms and conditions (Terms) govern your access to and use of the OWIONE software-as-a-service platform operated by OWIONE LTD (Company No. 17412632), a company incorporated in England and Wales whose registered office is at 66 Paul Street, London, England, EC2A 4NA (OWIONE, we, us or our).

By clicking to accept these Terms, creating an account, or accessing or using the Platform, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and references to you or Customer mean that entity. If you do not agree to these Terms, you must not access or use the Platform.

The Platform is intended for use by businesses only. It is not offered to consumers, and you must not use the Platform other than for purposes related to your trade, business, craft or profession.

02. Definitions

In these Terms, capitalised terms have the meaning given below. Capitalised terms used but not defined here have the meaning given elsewhere in these Terms.

Account

the account created by or for you to access and use the Platform.

Authorised User

an individual who is authorised by you to use the Platform under your Account, including your employees, contractors and agents.

Beta Services

any features, functionality or versions of the Platform made available to you on a private beta, trial, pre-release, evaluation or other non-general-availability basis, as described in clause 3 (Beta services).

Confidential Information

all information disclosed by one party to the other (whether orally, in writing or otherwise) that is marked or reasonably understood to be confidential, including the Platform, its underlying technology, pricing, and the disclosing party's business and technical information, but excluding information that is or becomes public through no fault of the receiving party.

Customer Data

all data, documents, evidence, records, content and other information that you or your Authorised Users upload to, input into, or generate through the Platform, including data ingested from Integrated Services, but excluding Platform Outputs and Usage Data.

Data Protection Laws

the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and all other applicable laws relating to the processing of personal data and privacy.

DPA

the data processing agreement between you and OWIONE that governs OWIONE's processing of personal data as a processor on your behalf, available at https://owione.com/data-processing-agreement and incorporated into these Terms by reference.

Fees

the subscription fees and any other charges payable for the Platform, as notified to you or set out in your subscription plan.

Integrated Services

any third party product, service or system that you connect to the Platform, including Microsoft 365, cloud storage platforms and (where available) financial software.

Intellectual Property Rights

all intellectual property rights of any kind anywhere in the world, including patents, copyright, database rights, trade marks, designs, know-how and trade secrets, whether registered or unregistered.

Platform

the OWIONE software-as-a-service platform, including its software, features, integrations, documentation and any related services made available by OWIONE.

Platform Outputs

the recommendations, compliance and readiness scores, insights, reports, reminders and other outputs generated by the Platform, including AI-assisted outputs.

Privacy Policy

OWIONE's privacy policy available at https://owione.com/privacy-policy, as updated from time to time.

Subscription Term

the period for which you have subscribed to the Platform, as set out in your subscription plan.

Usage Data

data relating to the operation, performance and use of the Platform, and data derived from Customer Data on an aggregated and anonymised basis.

03. The Platform

What the Platform does. The Platform integrates with your existing business systems and documents to help you monitor operational and compliance activities, and generates Platform Outputs including AI-assisted recommendations, compliance and readiness scores, and automated reminders.

Access. Subject to your compliance with these Terms and payment of any applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term for your internal business purposes.

Authorised Users. You may permit Authorised Users to access the Platform under your Account, subject to any user limits set out in your subscription plan. You are responsible for:

• ensuring that each Authorised User complies with these Terms;
• all acts and omissions of your Authorised Users as if they were your own; and
• keeping account credentials confidential and notifying us promptly of any unauthorised access or use.

04. Beta Services

Where we make Beta Services available to you, the following apply in addition to (and, in the event of conflict, in priority over) the other provisions of these Terms.

Beta Services are provided for evaluation and testing purposes only, are not generally available, and may be incomplete, unstable, or subject to change, suspension or withdrawal at any time without notice.

Beta Services are provided "as is" and "as available", and to the maximum extent permitted by law we exclude all warranties, representations and service levels in relation to them, including as to availability, accuracy, reliability, or fitness for purpose.

You should not rely on Beta Services for business-critical, compliance-critical or regulatory purposes, and you should maintain your own independent records and backups of any Customer Data used with Beta Services.

We may collect and use feedback, error reports and Usage Data relating to the Beta Services to develop and improve the Platform, and you grant us a perpetual, irrevocable, royalty-free licence to use any feedback you provide for any purpose.

We may end your access to Beta Services, or convert them to a paid subscription, at the end of the beta period, and we may delete Customer Data associated with Beta Services in accordance with clause 9.4 (Customer Data on termination).

05. Subscriptions and Fees

Free trial. We may offer a free trial period during private beta or otherwise. During any free trial, no Fees are payable unless we notify you otherwise before the trial begins. We may end, shorten or change the terms of any free trial at any time.

Fees and payment. Once your subscription becomes chargeable, you must pay the Fees for your subscription plan in advance and by the payment method and on the payment cycle notified to you. Except as required by law, Fees are non-refundable.

Changes to Fees. We may change the Fees for future Subscription Terms by giving you at least 30 days' notice before the change takes effect. If you do not agree to a Fee change, you may terminate your subscription in accordance with clause 16 (Termination) before the change takes effect.

06. Acceptable Use

You must not, and must not permit any Authorised User or third party to:

• use the Platform in breach of any applicable law or in a way that infringes the rights of any third party;
• copy, modify, adapt, reverse engineer, decompile or create derivative works of the Platform, except to the extent permitted by law;
• introduce any malicious code, or attempt to gain unauthorised access to, disrupt or interfere with the Platform or its underlying infrastructure;
• resell, sublicense, rent or otherwise make the Platform available to any third party except as expressly permitted; or
• upload any Customer Data that is unlawful, infringing, or that you do not have the right to upload or have processed by the Platform.

07. Customer Declarations

By uploading Customer Data to the Platform, you represent and warrant, to the best of your knowledge and belief, that:

• the Customer Data, and any evidence, records or documents you upload, is accurate, authentic, complete and not misleading;
• you have all rights, consents and authority necessary to upload the Customer Data and to have it processed by the Platform and any Integrated Services; and
• you understand that Platform Outputs are generated in reliance on the Customer Data, and that inaccurate or incomplete Customer Data may affect the accuracy and usefulness of Platform Outputs.

08. AI Outputs and Disclaimers

Nature of Platform Outputs. The Platform Outputs, including AI-assisted recommendations, compliance and readiness scores and automated reminders, are generated automatically and are intended to support your business decision-making only.

Not professional advice. The Platform Outputs are not, and must not be relied on as, professional, legal, accounting, tax, regulatory or compliance advice. The Platform does not replace independent professional advice or your own judgement, and you remain solely responsible for your operational and compliance decisions and for meeting your legal and regulatory obligations.

No guarantee of accuracy. You acknowledge that AI-assisted outputs may contain errors or omissions, may not identify all relevant issues, and may not be current or complete. We do not warrant that Platform Outputs are accurate, complete or suitable for any particular purpose, and you must verify any output before relying on it. Automated reminders are provided as a convenience only and you remain responsible for tracking and meeting your own deadlines.

09. Third Party Integrations

Connecting Integrated Services. The Platform allows you to connect Integrated Services, including Microsoft 365, OneDrive, SharePoint, JobLogic, Google services, other cloud storage platforms, job-management systems and, where available, financial or accounting software.

By connecting an Integrated Service, you:

• authorise the Platform to access, receive, use and process data from, and where applicable write data to, that Integrated Service to the extent necessary to provide the Platform and any related functionality, including an ongoing authorised document or evidence flow;
• authorise us to use information made available through the Integrated Service to identify relevant documents, updates, changes, gaps, risks, readiness indicators or evidence changes, and to update your evidence, compliance, readiness or operational position within the Platform;
• confirm that you have the right and any necessary consents to connect the Integrated Service and permit that access; and
• agree that your use of the Integrated Service remains subject to the terms and privacy practices of the relevant third-party provider.

10. Responsibility for Integrated Services and Service Changes

Integrated Services are provided by third parties and are not under our control. We are not responsible for the availability, accuracy, security or performance of any Integrated Service, and we may modify or discontinue any integration where a third party provider changes or withdraws its service. Any data exchanged with an Integrated Service is handled in accordance with the Privacy Policy and, where applicable, the DPA.

The Customer acknowledges that the Platform may be enhanced, updated or modified from time to time, including changes to integrations, features, functionality, subprocessors, hosting providers or other third-party services used to operate the Platform ("Service Changes").

We will maintain a published list of current integrations, subprocessors and third-party service providers ("Published Service Information") and may update this from time to time to reflect Service Changes. Routine Service Changes that do not materially reduce the overall security, functionality or performance of the Platform may be implemented without amendment to this Agreement. Continued use of the Platform after an update to the Published Service Information constitutes acceptance of that update.

Where a Service Change would materially reduce the security, functionality or performance of the Platform, we will provide reasonable prior notice. If such a change has a materially adverse impact on the Customer and cannot be remedied, the Customer may terminate the affected portion of the Platform.

For clarity, Service Changes required for technical, security or operational reasons, or changes that expand or improve the functionality of the Platform, are deemed Routine Service Changes.

11. Customer Data

Ownership and licence. As between you and us, you own all right, title and interest in and to the Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, process and use the Customer Data to the extent necessary to provide and support the Platform. We may also create and use Usage Data, including data derived from Customer Data on an aggregated and anonymised basis that does not identify you or any individual, to operate, improve, develop and market the Platform.

Storage and security. We will implement and maintain appropriate technical and organisational measures designed to protect Customer Data, including Protected Data, against unauthorised or unlawful processing, loss, destruction, damage, alteration or disclosure. These measures will reflect our production environment from time to time and may be updated, provided they do not materially reduce the overall level of protection. Prior to any general beta launch, we intend to implement the additional security measures identified for the beta production environment.

Retention and deletion. We will retain Customer Data for the duration of your Account or subscription, and thereafter in accordance with our retention practices set out in the Privacy Policy or as required by law. You may request deletion of Customer Data at any time in accordance with those practices and, where applicable, the DPA.

Customer Data on termination. On expiry or termination of your Account, subscription or any beta trial, the following apply:

• you may, for a period of 30 days, request export of the Customer Data in a commonly used format, after which we are under no obligation to retain it;
• we may delete or de-identify the Customer Data after that period in accordance with the Privacy Policy and the DPA; and
• we may retain Usage Data and aggregated or anonymised data, and copies of Customer Data required to be kept by law or held in routine backups until deleted in the ordinary course.

12. Data Protection

Roles of the parties. The parties acknowledge that OWIONE processes personal data in different capacities depending on the activity:

• OWIONE acts as a controller in relation to account, registration, billing and platform-administration personal data, which it processes in accordance with the Privacy Policy; and
• OWIONE acts as a processor in relation to personal data contained in Customer Data that it processes on your behalf to provide the Platform, which processing is governed by the DPA.

13. Intellectual Property

We (and our licensors) own all Intellectual Property Rights in and to the Platform, the Platform Outputs (excluding Customer Data incorporated into them), and all related software, technology and documentation. Except for the limited rights expressly granted in these Terms, no rights in the Platform are transferred to you. You may use Platform Outputs for your internal business purposes, subject to the disclaimers in these Terms.

14. Availability and Support

We will use reasonable efforts to make the Platform available, but do not warrant that it will be uninterrupted or error-free. We may suspend access for maintenance, security or operational reasons, and will use reasonable efforts to give advance notice of planned downtime where practicable. Support is provided at the level (if any) set out in your subscription plan or as otherwise notified to you.

15. Warranties and Disclaimers

To the maximum extent permitted by law, and except as expressly set out in these Terms, the Platform, Beta Services and Platform Outputs are provided "as is" and "as available", and we exclude all warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, including any implied terms as to satisfactory quality, fitness for a particular purpose, accuracy and non-infringement. Nothing in these Terms excludes or limits any liability or right that cannot be excluded or limited by law.

16. Liability

Liability not excluded. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Excluded loss. Subject to the clause above, neither party is liable to the other for any indirect or consequential loss, or for loss of profits, revenue, business, goodwill, anticipated savings, or loss of or damage to data, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

Liability cap. Subject to the two clauses above, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid by you in the 12 months before the event giving rise to the liability. Where the Platform or Beta Services are provided free of charge, including during a free trial or private beta, our total aggregate liability is limited to GBP £100.

Reliance on Platform Outputs. To the maximum extent permitted by law, we are not liable for any loss arising from your reliance on Platform Outputs, including AI-assisted recommendations, compliance or readiness scores or automated reminders, or from inaccurate or incomplete Customer Data, given that Platform Outputs support but do not replace your own decisions and professional advice.

17. Confidentiality

Each party must keep the other party's Confidential Information confidential, use it only to exercise its rights and perform its obligations under these Terms, and not disclose it except to those of its personnel and advisers who need to know it and who are bound by equivalent obligations. This clause does not prevent disclosure required by law or a regulator, provided the disclosing party gives reasonable notice where lawful to do so.

18. Termination

Termination for convenience. You may terminate your subscription with effect from the end of the then-current Subscription Term by giving us at least 30 days' notice before the end of that term. We may terminate or suspend your access to the Platform, or the Platform generally, on reasonable notice, and we may terminate any Beta Services at any time.

Termination for breach. Either party may terminate these Terms immediately by notice if the other party commits a material breach that is not capable of remedy, or that is capable of remedy and is not remedied within 14 days of notice requiring it to be remedied, or if the other party becomes insolvent or unable to pay its debts.

Effect of termination. On termination, your right to access and use the Platform ends, you must pay any Fees accrued up to the date of termination, and each party must return or destroy the other's Confidential Information on request. Customer Data is dealt with under clause 9.4 (Customer Data on termination). Any provision that by its nature should survive termination will survive.

19. General

Changes to these Terms. We may update these Terms from time to time by posting the updated Terms on the Platform or notifying you. Changes take effect from the date notified, and your continued use of the Platform after that date constitutes acceptance of the updated Terms.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms to any successor to our business or as part of a corporate reorganisation.

Entire agreement. These Terms, together with the Privacy Policy and (where applicable) the DPA, constitute the entire agreement between the parties in relation to the Platform and supersede any prior arrangements. Each party acknowledges that it has not relied on any representation not expressly set out in these Terms.

Third parties. No person who is not a party to these Terms has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Severance and waiver. If any provision of these Terms is or becomes invalid or unenforceable, it will be modified to the minimum extent necessary or, if that is not possible, severed, without affecting the remaining provisions. No failure or delay in exercising a right is a waiver of it.

Governing law and jurisdiction. These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

20. Company details

OWIONE LTD (Company No. 17412632), a company incorporated in England and Wales.