TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service ("Terms," "Agreement," or "Terms and Conditions") govern your organisation's access to and use of the DANTE Platform provided by Knoesis Technologies Limited. By creating an Account, submitting payment information, or accessing the Platform, you agree to be bound by these Terms on behalf of your organisation. If you do not agree to these Terms, do not create an Account or access the Platform.

1. DEFINITIONS AND INTERPRETATION

"Account" means the subscription account created by Knoesis for Customer to access and use the Platform, including all associated user credentials, billing information, subscription tier, and usage data.

"Authorised Users" means employees, officers, contractors, agents, and candidates of Customer who have been granted access credentials to the Platform by Knoesis in accordance with the applicable Subscription Tier and who are bound by confidentiality obligations no less restrictive than those contained in these Terms.

"Billing Cycle" means the recurring monthly period for which Subscription Fees are charged, commencing on the date the Account is activated and recurring on the same calendar day of each subsequent month unless the Account is cancelled in accordance with Clause 11.

"Calibration Data" means Campaign Data, anonymised User Data (excluding identifiable personal information), and associated campaign outcome data that has been anonymised and aggregated in accordance with applicable data protection laws such that: (i) it cannot reasonably be used to identify any individual natural person; (ii) it cannot identify the specific Customer, campaign, or candidate without additional information not provided; (iii) it has been combined or is capable of being combined with data from other sources, clients, or campaigns; and (iv) it complies with the anonymisation requirements of the UK General Data Protection Regulation and the Data Protection Act 2018.

"Campaign Data" means aggregated, anonymised, non-personal data provided by Customer including ward identification codes, campaign budget constraints and resource parameters, aggregated survey data, aggregated polling information, policy positions, messaging content, and campaign performance metrics. Campaign Data contains no personal data of individual voters or members of the public.

"Contracted Wards" means the specific Wards for which Customer has purchased access under the applicable Subscription Tier as specified in the Account configuration.

"Customer" or "you" means the organisation or entity that creates an Account, submits payment information, or otherwise accesses the Platform, and includes all Authorised Users acting on behalf of such organisation.

"DANTE Platform" or "Platform" means Knoesis's proprietary political analytics and intelligence system, including all component modules, algorithms, methodologies, artificial intelligence models, machine learning processes, data structures, analytical frameworks, software, user interfaces, application programming interfaces, databases, documentation, and all intellectual property embodied therein, whether currently existing or developed during the Term.

"Election Outcome Data" means publicly available electoral results, statistics, vote totals, turnout figures, and related information published by electoral authorities or official government sources regarding election results.

"Image Credits" means the usage allocation for visual content analysis and processing through the Platform's vision system. Each Subscription Tier includes a specified number of Image Credits per Billing Cycle. One (1) Image Credit permits processing of one (1) image file. Image Credits do not roll over between Billing Cycles and expire at the end of each Billing Cycle if unused.

"Image Credit Package" means an additional allocation of fifty (50) Image Credits available for purchase at the rate of five pounds sterling (£5.00) per package, subject to pre-approval as set forth in Clause 10.4.

"Knoesis," "we," "us," or "our" means Knoesis Technologies Limited, a company incorporated under the laws of England and Wales (Company Number: [_______]), with its registered office at [Address].

"Net Fees" means the Subscription Fees and any Additional Fees actually paid by Customer to Knoesis, less Knoesis's direct costs of goods sold including third-party infrastructure costs (Firebase/Google Cloud Platform fees), payment processing fees, and Value Added Tax. Net Fees do not include the Setup Fee.

"Outputs" means all reports, analyses, insights, recommendations, visualisations, interactive dashboards, scores, rankings, predictions, forecasts, summaries, derived data, processed information, and any other results or deliverables generated by the Platform.

"Payment Method" means the valid credit card, debit card, or other payment method acceptable to Stripe that Customer provides and authorises Knoesis to charge for all fees due under these Terms.

"Setup Fee" means the one-time, non-refundable fee charged upon Account creation to configure the Account, provision Contracted Wards, establish access credentials for Authorised Users, and perform initial Platform configuration as specified in the applicable Subscription Tier. The Setup Fee is separate from and in addition to Subscription Fees.

"Stripe" means Stripe, Inc. and its affiliates, the third-party payment processing service provider used by Knoesis to process payments under these Terms. Use of Stripe is subject to Stripe's terms of service and privacy policy.

"Subscription Fees" means the recurring monthly fees charged for access to and use of the Platform in accordance with the applicable Subscription Tier, calculated on a per-Ward, per-calendar-month basis as set forth in Clause 10.2.

"Subscription Tier" means the specific service level, feature set, number of Contracted Wards, number of Authorised User seats, included Image Credits, support level, and associated pricing applicable to Customer's Account as configured by Knoesis and confirmed in writing to Customer.

"Term" means the period commencing on the date Customer's Account is activated and continuing on a month-to-month basis until terminated in accordance with Clause 11.

"User Data" means personal data of Authorised Users and candidates provided to Knoesis for Platform access and functionality, including names, contact details, user credentials, and candidate psychometric data voluntarily provided by candidates for ward-matching analysis. User Data is processed by Knoesis as data processor on Customer's behalf in accordance with Schedule A (Data Processing Addendum) and stored via Firebase subject to Google's Privacy Policy.

"Ward" means an electoral ward, constituency unit, or other defined geographic electoral subdivision as identified by its official electoral code assigned by the relevant electoral commission or authority.

References to statutes include any consolidation, modification, re-enactment, or amendment and subordinate legislation. "Include," "includes," and "including" are deemed followed by "without limitation." Clause headings are for convenience only and do not affect interpretation. References to "Clauses" and "Schedules" are to clauses of and schedules to these Terms unless otherwise stated.

2. ACCEPTANCE AND ACCOUNT CREATION

2.1 Binding Agreement

These Terms constitute a binding legal agreement between Customer and Knoesis Technologies Limited. By: (a) requesting creation of an Account; (b) providing payment information or submitting payment for the Setup Fee or Subscription Fees; (c) receiving access credentials from Knoesis; or (d) accessing or using the Platform in any manner, Customer agrees to be bound by these Terms on behalf of the organisation Customer represents. Customer represents and warrants that it has full authority to bind such organisation to these Terms.

2.2 Account Creation Process

Accounts are created by Knoesis upon Customer's request and payment of the Setup Fee. Knoesis does not offer self-service account creation. To request an Account, Customer must contact Knoesis, specify the desired Subscription Tier, provide all information reasonably requested by Knoesis, and submit payment for the Setup Fee. Knoesis shall create the Account, configure the Subscription Tier, provision Contracted Wards, establish access credentials for the initial Authorised Users, and provide such credentials to Customer. Customer is responsible for distributing access credentials to Authorised Users and ensuring compliance with these Terms.

2.3 Authority and Eligibility

Customer represents and warrants that: (a) Customer is a duly organised and validly existing legal entity with full authority to enter into and perform these Terms; (b) the individual accepting these Terms on Customer's behalf has full authority to bind Customer; (c) Customer's entry into and performance of these Terms does not violate any agreement, law, or obligation to which Customer is subject; (d) Customer will use the Platform solely for lawful business purposes in connection with political campaigns and electoral activities in compliance with all applicable laws; and (e) all information provided to Knoesis in connection with Account creation is accurate, complete, and current.

2.4 Modifications to Terms

Knoesis reserves the right to modify, amend, or update these Terms at any time in its sole discretion. Knoesis shall provide notice of material changes to these Terms by sending an email to the primary contact email address associated with Customer's Account. Such notice shall specify the nature of the changes and the effective date, which shall be no less than seven (7) calendar days from the date of notice. Customer's continued use of the Platform or maintenance of an active Account after the effective date of any changes constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer's sole remedy is to terminate the Account in accordance with Clause 11. Knoesis is not required to obtain Customer's consent or agreement to modifications of these Terms, and no such consent shall be implied or required.

3. SERVICE DESCRIPTION AND SCOPE

3.1 Platform Access and Functionality

Subject to these Terms and Customer's payment of all applicable fees, Knoesis shall provide Customer with access to the DANTE Platform via secure web-based portal accessible through standard internet browsers. The Platform provides comprehensive analytical capabilities including data visualisation, electoral forecasting, scenario analysis and strategic planning, voter targeting and segmentation, messaging optimisation and policy position analysis, resource allocation and budget optimisation, vulnerability analysis, survey design and analysis, real-time performance monitoring, persuasion modelling, communication effectiveness analysis, candidate-to-ward psychometric matching, and visual content analysis through the vision system subject to Image Credit availability.

3.2 Geographic and Electoral Scope

All analytics, predictions, insights, and recommendations provided through the Platform shall be scoped exclusively to the Contracted Wards configured in Customer's Account. Customer's access rights and usage permissions are limited to the Contracted Wards specified in the applicable Subscription Tier. Any analysis, insights, outputs, or recommendations pertaining to electoral wards not included in the Contracted Wards are outside the scope of these Terms and are not licensed hereunder.

3.3 Subscription Tier and Configuration

Customer's access to Platform features, functionality, number of Contracted Wards, number of Authorised User seats, included Image Credits, support level, and pricing are determined by the Subscription Tier configured in Customer's Account. Subscription Tier details, including the specific features, wards, seats, credits, and fees applicable to Customer's Account, shall be confirmed in writing by Knoesis to Customer upon Account creation. Customer may request changes to the Subscription Tier, including addition of Contracted Wards or Authorised User seats, by contacting Knoesis. Such changes are subject to Knoesis's approval, may result in adjustments to Subscription Fees, and shall be effective upon written confirmation by Knoesis and Customer's payment of any incremental fees.

4. LICENCE GRANT AND RESTRICTIONS

4.1 Limited Licence

Subject to Customer's full compliance with these Terms and payment of all applicable fees when due, Knoesis grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to: (a) access and use the DANTE Platform via the secure web portal in accordance with the applicable Subscription Tier; (b) access and use Outputs generated by the Platform solely for Customer's internal business purposes in connection with political campaigns and electoral activities limited to the Contracted Wards; and (c) permit Authorised Users to access and use the Platform and Outputs in accordance with these Terms and subject to the seat limitations of the applicable Subscription Tier.

4.2 Absolute Prohibitions

Customer shall not, and shall ensure that Authorised Users and any other persons under Customer's control do not: (a) reverse engineer, decompile, disassemble, decode, or attempt to discover or derive source code, object code, algorithms, model architectures, training data, model weights, parameters, methodologies, techniques, or trade secrets underlying the Platform or Outputs; (b) create derivative works, modifications, adaptations, or improvements based upon the Platform or Outputs; (c) remove, alter, obscure, tamper with, or modify any proprietary notices, labels, trade marks, copyright notices, watermarks, or branding; (d) use the Platform or Outputs for any purpose other than political campaigns and electoral activities; (e) use the Platform or Outputs to analyse or support electoral activities in wards other than the Contracted Wards; (f) distribute, publish, disclose, sell, lease, rent, transfer, sublicence, or otherwise make available the Platform, Outputs, or access thereto to any third party; (g) share or transfer access credentials with unauthorised individuals or permit access by persons who are not Authorised Users; (h) use the Platform, Outputs, or any insights derived therefrom in any manner that directly competes with or undermines Knoesis's business; (i) attempt to extract, isolate, recreate, reverse-engineer, or independently derive any underlying datasets, training data, algorithms, model parameters, weights, methodologies, or analytical techniques; (j) conduct benchmarking, competitive analysis, performance testing, or feature comparison for purposes of developing competing products; (k) use the Platform or Outputs in any manner that violates applicable laws or regulations; (l) attempt to gain unauthorised access to the Platform, its infrastructure, databases, servers, other customers' accounts, or Knoesis's systems; (m) interfere with, disrupt, damage, disable, overburden, or attempt to compromise the security, integrity, availability, or performance of the Platform; (n) use the Platform or Outputs to generate or disseminate disinformation, intentionally false statements, materially misleading content, or communications that violate UK electoral law; (o) circumvent, disable, or interfere with any rate limiting, usage restrictions, security features, or access controls implemented by Knoesis; (p) use the Platform in any manner that exceeds the usage limitations or restrictions of the applicable Subscription Tier, including but not limited to exceeding Image Credit allocations without obtaining pre-approval and paying for Image Credit Packages; or (q) use the Platform or Outputs in any unlawful, harmful, fraudulent, deceptive, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable manner.

5. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSING

5.1 Ownership of DANTE Platform

Knoesis is and shall remain the sole and exclusive owner of all right, title, and interest in and to the DANTE Platform and all Intellectual Property Rights therein, including without limitation all algorithms, methodologies, analytical models, machine learning models, software code, system architecture, training processes, data structures, and related intellectual property. Nothing in these Terms transfers, assigns, or conveys any ownership rights in the Platform or any component thereof to Customer. Customer acquires NO OWNERSHIP RIGHTS WHATSOEVER in the Platform, underlying technology, algorithms, models, or any intellectual property.

5.2 Ownership of Outputs and Licence to Customer

Knoesis is and shall remain the sole and exclusive owner of all right, title, and interest in and to all Outputs and any Intellectual Property Rights therein. Subject to Customer's full compliance with these Terms and payment of all fees, Knoesis grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access, use, and reproduce Outputs solely for Customer's internal business purposes in connection with political campaigns and electoral activities limited to the Contracted Wards during the Term. Customer acquires no ownership rights whatsoever in Outputs, underlying methodologies, algorithms, or processes used to create them, or any Intellectual Property Rights therein.

5.3 Irrevocable Perpetual Calibration Data Rights

Customer hereby grants to Knoesis Technologies Limited an EXPLICIT, IRREVOCABLE, PERPETUAL, WORLDWIDE, ROYALTY-FREE, FULLY PAID-UP, TRANSFERABLE, SUBLICENSABLE LICENCE to use, process, analyse, store, reproduce, modify, create derivative works from, and incorporate Calibration Data for the sole purposes of improving, calibrating, validating, testing, developing, training, enhancing, and refining the DANTE Platform's analytical models, algorithms, machine learning models, predictive capabilities, and related functionality.

Calibration Data subject to this licence includes: (i) Campaign Data after anonymisation and aggregation; (ii) anonymised psychometric data and candidate information provided voluntarily by candidates for ward-matching functionality, after removal of all personally identifiable information; (iii) campaign resource allocation decisions, budget parameters, and strategic choices implemented by Customer, after anonymisation; (iv) field operation results, canvassing data, voter contact outcomes, and campaign performance metrics, after anonymisation and aggregation; (v) any other data provided by Customer that has been rendered anonymous and aggregated in compliance with applicable data protection laws; and (vi) Election Outcome Data from official public sources.

The licence granted under this Clause 5.3 shall SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS INDEFINITELY and shall remain in full force and effect with respect to all Calibration Data, provided that such data has been properly anonymised and aggregated in accordance with applicable data protection laws.

Knoesis represents and warrants that all Calibration Data shall be processed, stored, and maintained in accordance with the anonymisation standards set forth in Clause 1 and in full compliance with UK GDPR, Data Protection Act 2018, and all other applicable data protection laws. Knoesis shall implement and maintain appropriate technical and organisational measures to ensure that Calibration Data cannot reasonably be used to re-identify Customer, specific campaigns, any candidate, or any individual natural persons.

Knoesis may combine, aggregate, and analyse Calibration Data derived from Customer with Calibration Data derived from other customers, publicly available datasets, research sources, historical electoral data, and proprietary Knoesis datasets. No additional compensation is owed to Customer for the rights granted under this Clause 5.3 beyond the fees paid by Customer for Platform access during the Term.

Customer acknowledges that Platform accuracy, predictive power, analytical capabilities, and effectiveness depend fundamentally upon Knoesis's ability to calibrate, validate, and train its models using real-world campaign data and election outcomes, and that the rights granted under this Clause 5.3 are essential to continued Platform development and Knoesis's competitive positioning.

5.4 Derivative Works and Platform Improvements

All modifications, enhancements, improvements, derivative works, updates, upgrades, or developments to the Platform, whether created by Knoesis independently or incorporating suggestions, feedback, or ideas from Customer or any third party, shall be owned exclusively by Knoesis and deemed part of the Platform. Customer acquires no ownership interest in any such modifications, enhancements, improvements, or derivative works. Any suggestions, recommendations, feedback, ideas, enhancement requests, or comments provided by Customer regarding the Platform shall be deemed non-confidential and the sole property of Knoesis. Knoesis may use, implement, incorporate, modify, and commercially exploit such feedback without restriction, obligation, attribution, or compensation to Customer.

6. DATA PROTECTION AND PROCESSING

6.1 Data Processing Roles

With respect to User Data (personal data of Authorised Users and candidates), Customer is the data controller and Knoesis is the data processor. Knoesis processes User Data solely on documented instructions from Customer as set forth in these Terms and Schedule A (Data Processing Addendum), except where required by applicable law. User Data is stored via Firebase and subject to Google's Privacy Policy. Customer remains solely responsible for compliance with all data controller obligations under UK GDPR and Data Protection Act 2018.

6.2 Campaign Data – No Personal Data

Customer represents, warrants, and covenants that Campaign Data provided to Knoesis: (a) contains no personal data of individual voters, constituents, or members of the public; (b) consists solely of aggregated, anonymised, statistical, or non-personal information; (c) has been processed and aggregated by Customer prior to provision to Knoesis such that no individual natural persons can be identified; and (d) does not include names, contact details, or other identifiers of individual voters or members of the public. Knoesis is not a data processor with respect to Campaign Data as no personal data is processed.

6.3 Voluntary Candidate Psychometric Data

Candidates may voluntarily provide psychometric data for ward-matching analysis functionality. Provision is entirely at the candidate's sole discretion and is not required for Platform use. Candidates who choose not to provide psychometric data can still access the Platform's other features. Psychometric data constitutes User Data and is processed as set forth in Schedule A. After anonymisation and removal of all personally identifiable information, it may be used for training purposes as Calibration Data in accordance with Clause 5.3, subject to full compliance with UK GDPR anonymisation requirements.

6.4 Data Processing Addendum

The respective roles, responsibilities, obligations, and rights of the Parties with respect to User Data processing are set forth in the Data Processing Addendum attached as Schedule A and incorporated herein by reference. Schedule A shall apply to all processing of personal data (User Data) in connection with these Terms.

7. CUSTOMER RESPONSIBILITIES AND OBLIGATIONS

Customer is solely responsible for: (a) providing timely, accurate, complete data in specified formats; (b) ensuring Campaign Data is properly aggregated and contains no personal data of individual voters or members of the public; (c) verifying all data accuracy prior to submission; (d) maintaining the security and confidentiality of all access credentials provided by Knoesis for the Account and all Authorised Users; (e) all activity occurring through Customer's Account and all actions taken by Authorised Users, whether or not such activity or actions were actually authorised by Customer; (f) promptly notifying Knoesis in writing of any unauthorised access, security breach, suspected compromise of access credentials, or suspected fraudulent or abusive use of the Account; (g) ensuring only Authorised Users bound by appropriate confidentiality obligations access the Platform and that such users comply with these Terms; (h) immediately disabling access for individuals who cease to be Authorised Users due to termination of employment, completion of contract, change in role, or any other reason; (i) ensuring the number of active Authorised Users does not exceed the seat limitations of the applicable Subscription Tier; (j) monitoring usage of Image Credits and ensuring processing of visual content does not exceed included Image Credits without obtaining pre-approval and purchasing Image Credit Packages in accordance with Clause 10.4; (k) compliance with all applicable UK laws including Political Parties, Elections and Referendums Act 2000, Representation of the People Act 1983, UK GDPR, Data Protection Act 2018, Equality Act 2010, Communications Act 2003, Electoral Commission regulations, and local authority electoral rules; (l) ensuring all campaign activities, expenditures, communications, and strategies informed by Outputs comply with spending limits, donation reporting requirements, expenditure disclosure obligations, communication imprint requirements, and other electoral compliance requirements; (m) obtaining all necessary legal, compliance, and regulatory advice regarding Platform use; (n) lawful collection and processing of any personal data with appropriate lawful bases under UK GDPR prior to aggregation for Campaign Data; (o) obtaining all necessary consents, permissions, and authorisations for data collection and provision to Knoesis; (p) providing privacy notices to data subjects; (q) conducting Data Protection Impact Assessments for high-risk processing; (r) facilitating exercise of data subject rights; and (s) maintaining a current, valid Payment Method on file with Stripe and ensuring sufficient funds or credit are available for all recurring charges.

8. PLATFORM AVAILABILITY AND SUPPORT

Knoesis shall use commercially reasonable efforts to maintain Platform availability at ninety-nine per cent (99.0%) during UK Business Hours (9:00 AM to 6:00 PM GMT/BST, Monday–Friday excluding UK public holidays), measured monthly, excluding scheduled maintenance, emergency maintenance, and force majeure events. Knoesis shall provide at least forty-eight (48) hours advance notice of scheduled maintenance expected to cause material disruption, except for emergency maintenance required to address immediate security threats or critical system issues. This availability target is a good-faith operational objective and does NOT constitute a contractual guarantee, warranty, or service level commitment giving rise to any credits, refunds, damages, or liability.

Technical support services shall be provided in accordance with the support level specified in the applicable Subscription Tier. Response time targets are operational objectives, not contractual guarantees. "Response" means acknowledgment of the support request and initiation of investigation, not resolution of the reported issue. Knoesis reserves the right to update, modify, enhance, or change Platform features, functionality, user interface, analytical methodologies, or technical specifications at any time in its sole discretion, provided such changes do not materially diminish the core analytical capabilities described in Clause 3.1. Knoesis shall provide reasonable advance notice to Customer of material changes that may significantly affect Customer's use of the Platform.

9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

9.1 Mutual Representations

Each Party represents and warrants that: (a) it is duly organised, validly existing, and in good standing; (b) it has full power and authority to enter into, execute, deliver, and perform these Terms; (c) execution and performance have been duly authorised; (d) these Terms constitute a valid, binding, and enforceable obligation; and (e) execution and performance do not conflict with any agreement, obligation, or law to which it is subject.

9.2 Knoesis Limited Warranty

Knoesis warrants that: (a) it has full authority to grant the licences herein; (b) authorised use of Outputs strictly in accordance with these Terms shall not infringe third-party intellectual property rights; and (c) services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards for political analytics platforms.

9.3 COMPLETE DISCLAIMER OF ALL OTHER WARRANTIES

9.4 NO GUARANTEES REGARDING PREDICTIONS OR ELECTORAL OUTCOMES

10. FEES, PAYMENT, AND BILLING

10.1 Setup Fee

Upon Account creation, Customer shall pay the Setup Fee in the amount specified by Knoesis for the applicable Subscription Tier. The Setup Fee is a one-time, NON-REFUNDABLE fee charged to configure the Account, provision Contracted Wards, establish access credentials for initial Authorised Users, and perform initial Platform configuration. The Setup Fee is separate from and in addition to Subscription Fees. The Setup Fee must be paid in full before the Account is activated and before any access to the Platform is provided. Payment of the Setup Fee may be made by credit card, debit card, bank transfer, or other payment method acceptable to Knoesis. Once paid, the Setup Fee is non-refundable under any circumstances, including if Customer terminates the Account immediately after creation, never uses the Platform, or is dissatisfied with the Platform for any reason.

10.2 Subscription Fees

Customer shall pay recurring monthly Subscription Fees for access to and use of the Platform. Subscription Fees are calculated on a per-Ward, per-calendar-month basis. The per-Ward monthly fee is determined by the applicable Subscription Tier and confirmed in writing to Customer upon Account creation. Total monthly Subscription Fees equal the number of Contracted Wards multiplied by the per-Ward monthly fee, plus any applicable fees for additional Authorised User seats beyond those included in the base Subscription Tier.

Subscription Fees are billed and charged in advance on a recurring monthly basis. The first Billing Cycle commences on the date the Account is activated (following payment of the Setup Fee) and recurs on the same calendar day of each subsequent month. For example, if the Account is activated on the 15th day of a month, Subscription Fees shall be charged on the 15th day of each subsequent month unless the Account is cancelled in accordance with Clause 11. If the Account is activated on a day that does not exist in a subsequent month (e.g., 31st day of a month with only 30 days), the Billing Cycle shall recur on the last day of such month.

10.3 Payment Method and Authorisation

Customer authorises Knoesis to charge the Payment Method provided by Customer for all Subscription Fees, Image Credit Packages, and any other fees due under these Terms. Subscription Fees shall be processed automatically through Stripe on a recurring monthly basis in accordance with the Billing Cycle. By providing a Payment Method and creating an Account, Customer authorises Knoesis and Stripe to:

(a) Charge the Payment Method for the Subscription Fees due for each Billing Cycle automatically without requiring any further action or authorisation from Customer;

(b) Charge the Payment Method for any Image Credit Packages purchased by Customer with pre-approval as set forth in Clause 10.4;

(c) Charge the Payment Method for any adjustments to Subscription Fees resulting from changes to the Subscription Tier, addition of Contracted Wards, or addition of Authorised User seats;

(d) Retry any failed payment attempts using the Payment Method in accordance with Stripe's retry logic and policies; and

(e) Update the Payment Method on file if Stripe receives updated payment information from the card issuer or payment network (e.g., updated expiry date or card number for the same underlying account).

This authorisation shall remain in effect until the Account is cancelled in accordance with Clause 11 and all outstanding amounts have been paid in full. Customer must maintain a current, valid Payment Method on file with accurate billing information at all times during the Term. Customer is responsible for updating the Payment Method if it expires, is cancelled, or is no longer valid. Customer may update the Payment Method at any time through the Account management interface or by contacting Knoesis.

10.4 Image Credits and Additional Image Credit Packages

Each Subscription Tier includes a specified number of Image Credits per Billing Cycle for processing visual content through the Platform's vision system. The number of included Image Credits is confirmed in writing to Customer upon Account creation and may vary based on the Subscription Tier. Image Credits are consumed when Customer or Authorised Users submit image files for processing through the vision system. One (1) Image Credit is consumed per image file processed, regardless of file size or processing complexity.

Image Credits are allocated on a per-Billing-Cycle basis and do not roll over or accumulate between Billing Cycles. Any Image Credits remaining unused at the end of a Billing Cycle shall expire and be forfeited without refund or credit. At the commencement of each new Billing Cycle, Customer's Image Credit allocation shall be reset to the number of Image Credits included in the applicable Subscription Tier.

If Customer exhausts the included Image Credits during a Billing Cycle and wishes to process additional images, Customer MUST OBTAIN PRE-APPROVAL FROM KNOESIS before submitting additional images for processing. Customer may request pre-approval by contacting Knoesis and specifying the number of additional images Customer wishes to process. Upon receipt of Customer's request, Knoesis shall confirm whether the request is approved and, if approved, the number of Image Credit Packages to be purchased and the total cost. Each Image Credit Package provides fifty (50) Image Credits at a cost of five pounds sterling (£5.00) per package.

Upon Customer's confirmation of the purchase, Knoesis shall charge the Payment Method on file for the approved Image Credit Packages and credit Customer's Account with the additional Image Credits. Customer may then submit the additional images for processing. The Platform shall REFUSE TO PROCESS any images submitted by Customer after included Image Credits are exhausted if Customer has not obtained pre-approval and purchased Image Credit Packages as set forth in this Clause 10.4. Knoesis shall not be liable for any delay, inability to process images, or loss of opportunity resulting from Customer's failure to obtain pre-approval or maintain sufficient Image Credits.

Image Credit Packages are valid only during the Billing Cycle in which they are purchased. Any Image Credits remaining from purchased Image Credit Packages at the end of a Billing Cycle shall expire and be forfeited without refund or credit, in the same manner as included Image Credits.

10.5 Failed Payments and Account Suspension

If a charge to the Payment Method fails for any reason (including insufficient funds, expired card, card cancellation, or payment decline), Stripe shall automatically attempt to retry the payment in accordance with Stripe's standard retry logic and policies. Stripe typically makes multiple retry attempts over a period of several days. During this retry period, Customer's access to the Platform shall continue, provided that no other breach or violation of these Terms has occurred.

If all retry attempts fail and payment is not successfully processed, Knoesis shall send written notice to Customer via email to the primary contact email address associated with the Account, informing Customer of the failed payment and requesting that Customer update the Payment Method or provide an alternative means of payment within seven (7) calendar days of the notice. During this seven (7) day period, Customer's access to the Platform shall continue, subject to the Account being in good standing and no other breach or violation having occurred.

If Customer fails to cure the payment failure within the seven (7) day period by either: (i) updating the Payment Method such that Stripe can successfully process the outstanding charge; or (ii) submitting payment by alternative means acceptable to Knoesis; Knoesis may, in its sole discretion and without further notice, IMMEDIATELY SUSPEND Customer's access to the Platform. Upon suspension, all Authorised Users shall be unable to access the Platform, and Customer shall be unable to access Outputs, historical data, or any other Account information.

Suspension shall continue until Customer cures the payment failure by: (i) providing a valid Payment Method and authorising Knoesis to charge such Payment Method for all outstanding amounts, including any Subscription Fees for the current and any prior unpaid Billing Cycles; or (ii) submitting payment by alternative means for all outstanding amounts. Upon receipt of full payment of all outstanding amounts, Knoesis shall, within a reasonable time period, restore Customer's access to the Platform, provided that the Account is otherwise in good standing.

Knoesis reserves the right to terminate the Account in accordance with Clause 11.2(c) if payment failure persists or if Customer repeatedly fails to maintain a valid Payment Method. Suspension or termination for payment failure does not relieve Customer of the obligation to pay all outstanding amounts, and all such amounts shall remain due and payable. Knoesis may pursue collection of outstanding amounts through any lawful means, including engaging third-party collection agencies or commencing legal proceedings.

10.6 Refund Policy

Setup Fee: The Setup Fee is NON-REFUNDABLE under any and all circumstances. Once paid, the Setup Fee shall not be refunded, credited, or pro-rated, even if Customer cancels the Account immediately after creation, never accesses or uses the Platform, is dissatisfied with the Platform, or terminates these Terms for any reason.

Subscription Fees: Subscription Fees paid for a Billing Cycle are refundable only if Customer requests a refund within seven (7) calendar days of the date the Subscription Fees were charged for that Billing Cycle. To request a refund, Customer must send written notice to Knoesis via email to the contact address specified in Clause 13, clearly stating the request for refund, the Billing Cycle for which the refund is requested, and the reason for the refund request. The refund request must be received by Knoesis within the seven (7) day refund window. If the refund request is timely and valid, Knoesis shall, within a reasonable time period, process a refund of the Subscription Fees for that Billing Cycle to the original Payment Method. Processing time for refunds depends on the Payment Method and the policies of the card issuer or payment network, and Knoesis is not responsible for delays in refund processing beyond Knoesis's control.

If more than seven (7) calendar days have elapsed since the date Subscription Fees were charged for a Billing Cycle, such Subscription Fees are NON-REFUNDABLE. Customer shall not be entitled to any refund, credit, or pro-ration of Subscription Fees if Customer cancels the Account mid-Billing-Cycle, reduces the number of Contracted Wards or Authorised User seats, or otherwise ceases using the Platform during a Billing Cycle for which Subscription Fees have been paid.

Image Credit Packages: Fees paid for Image Credit Packages are NON-REFUNDABLE. Once an Image Credit Package is purchased and the Payment Method is charged, the fees for such package shall not be refunded, credited, or pro-rated, even if Customer does not use all or any of the Image Credits from the package before they expire at the end of the Billing Cycle.

10.7 Value Added Tax

All fees stated in these Terms, including the Setup Fee, Subscription Fees, and fees for Image Credit Packages, are exclusive of Value Added Tax ("VAT"). VAT shall be charged at the rate prevailing at the time of invoice in accordance with applicable UK law and shall be shown separately as a line item on all invoices and charges. Customer is responsible for payment of all applicable taxes, including VAT, associated with fees and services under these Terms, except for taxes based solely on Knoesis's net income, revenues, or business activities.

If Customer is VAT-registered and entitled to reclaim VAT, Customer shall provide Knoesis with its VAT registration number. Knoesis shall include Customer's VAT registration number on invoices where applicable. Customer is solely responsible for determining its VAT obligations, filing VAT returns, and reclaiming VAT in accordance with applicable law. Knoesis is not responsible for Customer's VAT compliance.

11. TERM, CANCELLATION, AND TERMINATION

11.1 Term

These Terms commence on the date Customer's Account is activated (following payment of the Setup Fee) and continue on a month-to-month basis in accordance with the recurring Billing Cycle until the Account is cancelled by Customer in accordance with Clause 11.2 or terminated by either Party in accordance with Clauses 11.3 or 11.4.

11.2 Cancellation by Customer

Customer may cancel the Account at any time by providing written notice of cancellation to Knoesis via email to the contact address specified in Clause 13. The notice of cancellation must clearly state Customer's intent to cancel the Account and must be sent by an authorised representative of Customer with authority to bind Customer.

Cancellation requires THIRTY (30) CALENDAR DAYS' ADVANCE NOTICE. The cancellation shall become effective at the end of the calendar month in which the thirty (30) day notice period expires. For clarity: if Customer provides notice of cancellation on any day of a given month ("Notice Month"), the thirty (30) day notice period commences on the date the notice is received by Knoesis and expires thirty (30) calendar days thereafter. The Account shall be cancelled effective as of 23:59:59 GMT/BST on the last day of the month in which the thirty (30) day notice period expires ("Cancellation Date").

Customer shall remain obligated to pay Subscription Fees through and including the Cancellation Date. Subscription Fees for the final Billing Cycle (or portion thereof through the Cancellation Date) shall be charged in accordance with the normal Billing Cycle. If the Cancellation Date falls mid-Billing-Cycle, Customer shall be charged the full Subscription Fees for that entire Billing Cycle, and no pro-ration or partial refund shall be provided. Customer's access to the Platform shall continue through the Cancellation Date, subject to Customer's continued compliance with these Terms.

Example: If Customer's Billing Cycle recurs on the 15th day of each month, and Customer provides notice of cancellation on 10 March, the thirty (30) day notice period expires on 9 April. The Cancellation Date is 30 April (the last day of the month in which the notice period expires). Customer shall be charged Subscription Fees for the Billing Cycles commencing 15 March and 15 April. Customer's access to the Platform shall continue through 30 April, and the Account shall be cancelled effective 23:59:59 GMT/BST on 30 April.

Upon cancellation, all licences granted to Customer under these Terms shall terminate automatically. Customer shall immediately cease all access to and use of the Platform. Within seven (7) calendar days following the Cancellation Date, Customer shall, at Knoesis's election communicated to Customer in writing: (i) return to Knoesis by secure means all Outputs, documentation, materials, and other tangible or electronic items provided by Knoesis; or (ii) permanently and securely destroy and delete all such materials from all systems, devices, storage media, and locations under Customer's possession, custody, or control, and certify such destruction and deletion to Knoesis in writing signed by an authorised officer of Customer. No fees paid prior to cancellation, including the Setup Fee and any Subscription Fees, shall be refunded except as expressly provided in Clause 10.6.

11.3 Termination by Either Party for Breach

Either Party may terminate these Terms immediately upon written notice to the other Party if the other Party: (a) commits a material breach of any term, condition, covenant, or obligation under these Terms and such breach remains uncured for a period of fourteen (14) calendar days following receipt of written notice from the non-breaching Party specifying the breach in reasonable detail and demanding cure; (b) becomes insolvent, is generally unable to pay its debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) calendar days, or has a receiver, trustee, administrator, or similar officer appointed for its business or assets; (c) breaches any confidentiality obligation set forth in Clause 12; or (d) breaches any intellectual property provision set forth in Clause 5 or any licence restriction set forth in Clause 4.2.

Knoesis may terminate these Terms immediately upon written notice to Customer if: (a) Customer fails to pay any undisputed invoice amounts, Subscription Fees, or other fees due under these Terms, and such failure continues for seven (7) calendar days following receipt of written notice from Knoesis of such non-payment and demanding immediate payment; (b) Customer exceeds usage limitations or restrictions of the applicable Subscription Tier, including but not limited to exceeding the number of Contracted Wards, exceeding the number of authorised Authorised User seats, or processing images in excess of included Image Credits without obtaining pre-approval and paying for Image Credit Packages, and such excess usage continues for forty-eight (48) hours following receipt of written notice from Knoesis; or (c) Knoesis determines, following investigation pursuant to Clause 11.4, that Customer has engaged in fraudulent, abusive, or bad faith use of the Platform or violation of these Terms.

11.4 Suspension and Investigation for Suspected Breach

If Knoesis, in its sole discretion, suspects or discovers that Customer or any Authorised User has breached, violated, or failed to comply with any provision of these Terms, including but not limited to the licence restrictions in Clause 4.2, the usage limitations of the applicable Subscription Tier, the payment obligations in Clause 10, or the Customer responsibilities in Clause 7, Knoesis may, without prior notice to Customer, immediately SUSPEND Customer's access to the Platform and all Authorised Users' access credentials pending investigation of the suspected breach.

Upon suspension, Knoesis shall promptly notify Customer in writing via email to the primary contact email address associated with the Account, specifying the nature of the suspected breach and informing Customer that the Account has been suspended pending investigation. Knoesis shall conduct an investigation into the suspected breach, which may include review of Customer's usage logs, access records, data submissions, payment history, and any other information available to or reasonably obtainable by Knoesis. Customer shall cooperate fully with Knoesis's investigation and shall provide any information, documentation, or access reasonably requested by Knoesis to facilitate the investigation.

If, following investigation, Knoesis determines in its reasonable judgment that Customer has NOT breached these Terms, or that the suspected breach was unintentional, de minimis, or otherwise excusable, Knoesis shall restore Customer's access to the Platform and shall not charge Customer for the period during which access was suspended. If Knoesis determines that Customer has breached these Terms but that the breach was unintentional or capable of cure, Knoesis may, in its sole discretion, provide Customer with an opportunity to cure the breach within a specified time period (typically fourteen (14) calendar days), and if Customer cures the breach to Knoesis's reasonable satisfaction, Knoesis shall restore access to the Platform.

If, following investigation, Knoesis determines in its reasonable judgment that Customer has breached these Terms in a manner that is intentional, material, incapable of cure, or evidences fraudulent, abusive, or bad faith conduct ("Bad Faith Breach"), Knoesis may, in its sole discretion, immediately TERMINATE these Terms and the Account in accordance with Clause 11.3. Upon termination for Bad Faith Breach, Customer shall remain obligated to pay: (i) all Subscription Fees accrued through the date of termination; (ii) Subscription Fees for the remainder of the Billing Cycle in which termination occurs, calculated on a pro-rata basis from the date of termination through the end of that Billing Cycle; and (iii) any other fees, charges, or amounts due and owing under these Terms. For clarity: if termination for Bad Faith Breach occurs on the 10th day of a Billing Cycle that commenced on the 1st day of the month and recurs on the 1st day of each subsequent month (a 30-day Billing Cycle), Customer shall pay Subscription Fees for the 10 days of the Billing Cycle that have elapsed plus Subscription Fees for the remaining 20 days of the Billing Cycle, for a total of the full monthly Subscription Fees. Knoesis may charge the Payment Method on file for such amounts, or may invoice Customer, and Customer shall pay such amounts within seven (7) calendar days of invoice date.

11.5 Data Handling Upon Termination or Cancellation

Within thirty (30) calendar days following the effective date of termination or cancellation, Knoesis shall, at Customer's written election communicated to Knoesis within seven (7) calendar days following termination or cancellation: (i) return to Customer all Campaign Data and User Data then in Knoesis's possession or control in a commonly used electronic format reasonably specified by Customer; or (ii) securely and permanently delete all Campaign Data and User Data from Knoesis's production systems, databases, and active storage, and provide to Customer written certification signed by an authorised officer of Knoesis confirming such deletion.

Notwithstanding the foregoing, Knoesis may retain Campaign Data and User Data to the extent and for the duration required by applicable law, regulation, legal process, court order, regulatory requirement, or legitimate business need for record retention, audit, or compliance purposes, provided that all such retained data shall remain subject to and protected by the confidentiality obligations and security requirements set forth in these Terms for so long as Knoesis retains such data.

Campaign Data, User Data, and related information may remain in Knoesis's backup systems, disaster recovery systems, and archived storage for a period of up to ninety (90) calendar days following deletion from production systems, during which time such data shall remain subject to and protected by the confidentiality and security obligations set forth in these Terms.

11.6 Survival

The following provisions shall survive any termination or cancellation and shall remain in full force and effect: Clause 1 (Definitions, to the extent necessary to interpret surviving provisions); Clause 5 (Intellectual Property Ownership and Licensing, including all Calibration Data rights under Clause 5.3); Clause 4.2 (Licence Restrictions, with respect to use of Platform or Outputs prior to termination); Clause 9 (Representations, Warranties, and Disclaimers); Clause 12 (Limitation of Liability and Indemnification); Clause 10 (payment obligations for fees accrued or due under these Terms); Clause 11 (Effect of Termination, Data Handling, and Survival); Clause 13 (Confidentiality); and Clause 14 (General Provisions).

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

12.2 AGGREGATE LIABILITY CAP

12.3 Exceptions to Liability Cap

The liability cap in Clause 12.2 shall NOT apply to: (a) fraud or fraudulent misrepresentation by Knoesis; (b) Knoesis's obligations under Clause 12.4 (intellectual property indemnity); (c) Knoesis's wilful misconduct or gross negligence in handling User Data resulting in a material data protection breach caused directly by Knoesis's failure to implement the security measures specified in Schedule A; or (d) any other liability that cannot lawfully be limited or excluded under the laws of England and Wales. These exceptions are construed narrowly and solely to comply with mandatory legal requirements.

12.4 Knoesis Intellectual Property Indemnity

Knoesis shall indemnify, defend, and hold harmless Customer from third-party claims alleging that the authorised use of Outputs by Customer in strict accordance with these Terms infringes such third party's valid and enforceable UK intellectual property rights, provided that: (a) Customer provides Knoesis with prompt written notice of such claim; (b) Customer grants Knoesis sole and exclusive control of the defence, settlement, and resolution; (c) Customer provides reasonable cooperation at Knoesis's expense; and (d) Customer does not make any admission of liability, enter into any settlement, or compromise such claim without Knoesis's prior written consent. This indemnity does not apply to claims arising from: (i) modification of Outputs by Customer; (ii) use of Outputs in combination with third-party materials not provided by Knoesis; (iii) use of Outputs in a manner not authorised by these Terms; or (iv) continued use of Outputs after Knoesis has notified Customer of alleged infringement and provided a non-infringing alternative or workaround.

12.5 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Knoesis Technologies Limited, its affiliates, officers, directors, employees, agents, and contractors from all claims, demands, actions, liabilities, losses, damages, settlements, costs, and expenses (including reasonable solicitors' fees) arising from: (a) Customer's breach of these Terms; (b) Customer's use of the Platform or Outputs in violation of these Terms, applicable law, or third-party rights; (c) data provided by Customer that is inaccurate, unlawfully obtained, improperly aggregated, or provided in violation of data protection laws or third-party rights; (d) violations of UK GDPR, Data Protection Act 2018, or privacy laws arising from Customer's data collection or processing; (e) Customer's campaign activities, decisions, strategies, communications, or operations, whether or not informed by Outputs; (f) claims that Customer's Platform use or campaign activities violate third-party rights; (g) violations of electoral laws, campaign finance regulations, or other applicable requirements; (h) claims that Customer-provided data infringes intellectual property rights or constitutes defamatory or unlawful content; or (i) unauthorised access to or use of the Platform by Authorised Users or other persons using Customer's access credentials.

13. CONFIDENTIALITY

Each Party shall: (a) maintain confidentiality of the other Party's Confidential Information using reasonable care; (b) use Confidential Information solely for purposes of these Terms; (c) limit disclosure to employees, contractors, and advisors with need to know who are bound by confidentiality obligations at least as restrictive as those herein; (d) not reverse engineer Confidential Information except as permitted; and (e) promptly notify the other Party of any unauthorised use or disclosure.

Knoesis Confidential Information includes: the Platform in its entirety including system architecture, algorithms, source code, model structures, training methodologies, analytical frameworks; all know-how, methodologies, techniques, procedures, and trade secrets; Platform performance metrics, accuracy rates, validation results, testing methodologies; pricing structures, fee schedules, commercial terms, business strategies, product roadmaps; client lists and business relationships; and any other non-public information relating to Knoesis's business, technology, operations, or strategy.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) was rightfully possessed prior to disclosure as evidenced by written records; (c) is rightfully received from third parties without breach of confidentiality obligations; (d) is independently developed without use of Confidential Information as evidenced by written records; or (e) must be disclosed pursuant to law, provided the receiving Party gives prompt notice, cooperates with efforts to obtain protective treatment, and discloses only the portion legally required.

Confidentiality obligations survive termination for seven (7) years, except trade secrets remain confidential for as long as they retain trade secret status. Customer acknowledges that unauthorised disclosure of Knoesis Confidential Information would cause substantial and irreparable harm for which monetary damages would be inadequate, and Knoesis shall be entitled to seek injunctive relief and specific performance without posting bond.

14. GENERAL PROVISIONS

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales without regard to conflict of law principles. The courts of England and Wales have exclusive jurisdiction over all disputes. Each Party irrevocably waives any objection to proceedings in such courts on grounds of venue or inconvenient forum.

Entire Agreement

These Terms, including all Schedules, constitute the entire agreement and supersede all prior negotiations, representations, and agreements. Amendments must be in writing signed by both Parties or, in the case of modifications by Knoesis pursuant to Clause 2.4, by notice from Knoesis followed by Customer's continued use. No amendment shall be effective unless set forth in writing.

Severability

If any provision is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or other governmental authority, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving to the maximum extent possible the intent and economic effect intended by the Parties. If such modification is not possible or permissible, the invalid, illegal, or unenforceable provision shall be severed and deleted, and the remainder shall remain in full force and effect. The Parties agree that any court or authority making such determination shall have the authority to modify the offending provision to the extent necessary to render it enforceable while preserving the Parties' original intent to the maximum extent possible. Without limiting the foregoing, if the liability cap set forth in Clause 12.2 is held unenforceable, the Parties agree that the court shall have authority to impose such liability cap as it deems reasonable under the circumstances, and the Parties shall negotiate in good faith to agree a reasonable alternative cap.

Force Majeure

Neither Party shall be liable or responsible for any delay in or failure to perform its obligations under these Terms (other than payment obligations, which shall not be excused) to the extent such delay or failure is caused by events, circumstances, or conditions beyond such Party's reasonable control, including acts of God, earthquakes, floods, fires, storms, other natural disasters, epidemics, pandemics, public health emergencies, acts of war, terrorism, civil unrest, government actions, restrictions, orders, or embargoes, strikes, labour disputes, work stoppages, failures of third-party infrastructure providers, telecommunications systems, or internet service providers, or other similar events or circumstances (each, a "Force Majeure Event"). The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the occurrence, nature, and expected duration of such Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof and resume full performance as soon as reasonably practicable. If a Force Majeure Event continues for a period exceeding thirty (30) consecutive calendar days, either Party may terminate these Terms upon written notice to the other Party without liability or obligation except for payment obligations accrued prior to such termination.

Audit Rights

Customer may, upon at least thirty (30) calendar days' prior written notice and no more than once per calendar year (unless there is reasonable basis to believe a material breach has occurred), appoint an independent third-party auditor subject to appropriate confidentiality undertakings to audit Knoesis's compliance with the data processing obligations set forth in Schedule A. Such audits shall be conducted during UK Business Hours, shall not unreasonably interfere with Knoesis's business operations, and shall be at Customer's expense except where the audit reveals material non-compliance with data protection obligations, in which case Knoesis shall reimburse Customer's reasonable audit costs. Knoesis shall provide reasonable cooperation and access to relevant personnel, systems, documentation, and facilities as necessary to conduct the audit, subject to appropriate security and confidentiality protections.

Regulatory Change

If any change in applicable law, regulation, or regulatory guidance (including emerging AI regulation under the EU AI Act or equivalent UK legislation) materially affects Knoesis's ability to provide the Platform as contemplated herein or imposes material additional compliance obligations on Knoesis, Knoesis may propose modifications to these Terms or the services provided to achieve compliance. If the Parties cannot agree on such modifications within thirty (30) days, either Party may terminate these Terms upon sixty (60) days' written notice in accordance with Clause 11.3. Termination under this provision shall not affect payment obligations for Subscription Fees due through the effective date of termination or Knoesis's rights to Calibration Data under Clause 5.3.

Notices

All notices under these Terms must be in writing and delivered: (i) by personal delivery to an authorised representative; (ii) by courier with confirmation of delivery; (iii) by recorded delivery post; or (iv) by email to the primary contact email address associated with the Account (for notices to Customer) or to [email protected] (for notices to Knoesis), with concurrent copy by one of the other methods. Notices are deemed given upon personal delivery, one business day after courier deposit, three business days after postal deposit, or upon confirmed email receipt with concurrent copy sent.

No Waiver

No failure, delay, or forbearance by either Party in exercising any right, power, privilege, or remedy shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise. Rights are cumulative and not exclusive of rights provided by law or in equity.

Independent Contractors

Parties are independent contractors. Nothing herein creates partnership, joint venture, agency, franchise, employment, or fiduciary relationship. Neither Party has authority to bind the other.

Assignment

Customer may not assign, transfer, delegate, sublicence, or otherwise dispose of these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily, involuntarily, by operation of law, by merger, consolidation, sale of assets, change of control, or otherwise, without Knoesis's prior written consent, which may be withheld in Knoesis's sole discretion. Any attempted assignment in violation hereof shall be null and void. Knoesis may assign, transfer, or delegate without Customer's consent. These Terms bind and benefit the Parties and their permitted successors and assigns.

Export Control and Sanctions Compliance

Customer shall comply with all export control laws, trade sanctions regulations, import laws, and customs regulations. Customer warrants it is not located in, incorporated under laws of, or owned by any country or territory subject to comprehensive sanctions; identified on UK HM Treasury Consolidated List, US OFAC Lists, or EU sanctions lists; or owned or controlled by any such person, entity, country, or territory.

Execution and Electronic Acceptance

These Terms may be accepted electronically by creating an Account, submitting payment information, or accessing the Platform. Electronic acceptance has the same legal force and effect as a handwritten signature and shall be binding upon the Parties.

Third-Party Rights

No third party has rights under these Terms pursuant to Contracts (Rights of Third Parties) Act 1999. These Terms are not intended to benefit or create any obligation to any third party.

Further Assurances

Each Party agrees to execute such additional documents and take such further actions as may be reasonably necessary or desirable to carry out the provisions, intent, and purposes of these Terms.

SCHEDULE A — DATA PROCESSING ADDENDUM

(User Data Processing)

This Data Processing Addendum governs processing of personal data (User Data) under UK GDPR and Data Protection Act 2018. Campaign Data contains no personal data and is not subject to this Schedule A.

END OF TERMS AND CONDITIONS