Terms and Conditions

1.1  In this Agreement, the following terms have the meanings set out below:

2.1  This Agreement is legally binding on the Client on the earliest of: (i) the Client or its authorised representative signing an Order that incorporates these Terms and Conditions; (ii) the Client clicking an acceptance button or similar mechanism presented in connection with these Terms and Conditions on the Platform or Website; or (iii) the Client continuing to access or use the Platform after having received written notice of these Terms and Conditions or any updated version thereof.

2.2  Verdanox may update these Terms and Conditions from time to time. Verdanox will provide written notice of any update to the Client's designated contact email address not less than [30] days before the updated Terms and Conditions take effect. If the update constitutes a material change to the rights or obligations of the parties, Verdanox will identify the changed provisions in the notice. The Client's continued access to or use of the Platform following the expiry of the notice period constitutes the Client's acceptance of the updated Terms and Conditions. If the Client objects to any update, the Client may terminate this Agreement in accordance with Clause 17 by providing written notice to Verdanox before the updated Terms and Conditions take effect. For the avoidance of doubt, the mechanism set out in this Clause 2.2 constitutes the sole valid mechanism for Verdanox to unilaterally vary these Terms and Conditions; all other variations require compliance with Clause 24.2.

2.3  In the event of any inconsistency or conflict between the documents comprising this Agreement, the following order of precedence applies: (1) the Order; (2) these Terms and Conditions; (3) the DPA. Where the parties have executed a separate Master Subscription Agreement ('MSA'), the MSA governs and these Terms and Conditions apply only to the extent they address matters not covered by the MSA.

2.4  The Client warrants that it is entering into this Agreement in the course of a business activity and not as a consumer. The Client further warrants that the individual who accepts these Terms and Conditions on behalf of the Client has full authority to legally bind the Client entity to this Agreement.

3.1  Each Order shall become legally binding and effective on its Commencement Date upon execution by authorised representatives of both Parties.

3.2  Each Order shall specify: the Services to be provided; the Fees; the Commitment Term; the Use Parameters; the maximum number of Authorised Users; and any other transaction-specific terms agreed between the Parties.

3.3  Unless the applicable Order expressly states otherwise, each Order shall continue in full force and effect until the earlier of: (i) the expiry of the Commitment Term; (ii) delivery of all Services specified in the Order; or (iii) termination in accordance with Clause 17.

3.4  Each Order is a separate contractual commitment. The Parties may agree additional Orders during the term of this Agreement, each of which shall be governed by these Terms and Conditions unless the relevant Order expressly states otherwise.

4.1  Verdanox will provide the Services stated in the applicable Order with reasonable skill and care and in accordance with Good Industry Practice and applicable Law.

4.2  The Client may access and use the Services solely in accordance with this Agreement, the applicable Order, and the Documentation. Access and use is limited to Authorised Users within the Use Parameters.

4.3  Verdanox shall use commercially reasonable efforts to ensure the Platform is available to Authorised Users [99]% of the time in any given calendar month, measured on a 24/7 basis and excluding: (i) scheduled maintenance windows, of which Verdanox shall give the Client at least [48] hours' advance notice where reasonably practicable; (ii) emergency maintenance necessitated by security vulnerabilities, critical bugs, or third-party infrastructure failures; and (iii) unavailability caused by Force Majeure. Any service credits applicable in respect of availability failures shall be specified in the Order.

4.4  Verdanox may add, alter, deprecate, or remove features or functionality of the Platform at any time. Verdanox shall not, however, make any modification that materially reduces the core functionality described in the applicable Order during the Commitment Term without the Client's prior written consent, unless such modification is required to maintain compliance with applicable Law, to address a material security vulnerability, or to respond to changes in Third Party Materials outside Verdanox's control, in which case Verdanox shall provide the Client with as much advance notice as is reasonably practicable.

4.5  Verdanox may, at its sole discretion, provide the Client with access to additional features, modules, or functionality that are not included in the applicable Order ('Additional Features'). Such Additional Features are provided on the terms set out in Clause 21 unless Verdanox designates them as generally available and incorporates them into the standard Services.

5.1  The Services incorporate or rely upon third-party services, content, data, APIs, and materials ('Third Party Materials'), including AI Services currently provided by OpenAI LLC and Anthropic PBC, authentication services provided by Clerk, database services provided by Supabase, Inc., and hosting and deployment infrastructure provided by Vercel, Inc.

5.2  Verdanox maintains a current list of Subprocessors at verdanox.com/legal/subprocessors, which is updated in accordance with the procedures set out in the DPA.

5.3  The Client acknowledges that Third Party Materials are subject to their own terms and conditions, acceptable use policies, and service levels, and that Verdanox does not control and is not responsible for the ongoing availability, accuracy, performance, or output of Third Party Materials. Verdanox shall not be liable to the Client for any failure, degradation, discontinuation, or change in Third Party Materials that is outside Verdanox's reasonable control, provided that Verdanox uses commercially reasonable efforts to notify the Client and mitigate the impact of any material disruption.

5.4  Verdanox may add, replace, or remove Subprocessors during the term of this Agreement in accordance with the procedures set out in the DPA. Where the DPA requires advance notice of Subprocessor changes, Verdanox shall comply with that notice obligation prior to making any such change.

5.5  Where Third Party Materials include AI Services, the Client acknowledges that such services are provided by independent third parties whose model versions, APIs, and policies may be updated by those third parties at any time without notice to Verdanox or the Client. Verdanox shall endeavour to maintain the quality of Outputs notwithstanding such changes but does not warrant that Outputs will be unaffected by third-party model updates.

6.1  The Client shall: (i) use commercially reasonable technical and organisational measures to prevent unauthorised access to or use of the Platform; (ii) notify Verdanox promptly in writing upon becoming aware of any actual or suspected unauthorised access, security breach, or compromise of Authorised User credentials; and (iii) use the Platform solely in accordance with this Agreement, the Documentation, and applicable Law.

6.2  The Client is solely responsible for the source, accuracy, completeness, quality, integrity, and legality of all Digital Content it submits to the Platform. The Client warrants that it has, and shall maintain throughout the term, all necessary rights, licences, permissions, and consents required to provide its Digital Content to Verdanox for processing in accordance with this Agreement.

6.3  The Client shall not submit to the Platform any: (i) special category personal data as defined in Article 9 of the UK GDPR or EU GDPR; (ii) personal data relating to children under the age of 16 (or such other age as may apply under applicable data protection law); (iii) financial account numbers, payment card data, or other sensitive financial information; or (iv) classified government information or export-controlled data, in each case unless expressly permitted in the applicable Order and subject to such additional safeguards as Verdanox may specify.

6.4  Use Parameters. The Client shall use the Platform within the Use Parameters specified in the applicable Order. If the Client exceeds the Use Parameters, Verdanox may: (i) notify the Client in writing and require the Client to purchase additional capacity or adjust its usage within [10] Business Days; or (ii) if the excess is not remedied within that period, throttle or temporarily suspend access to the extent necessary to bring the Client's usage within the agreed parameters, until an upgraded Order is agreed in writing. Verdanox shall not suspend core access for immaterial or transient overages without first providing written notice to the Client.

6.5  The Client shall promptly deactivate the access credentials of any Authorised User who ceases to be employed by or engaged by the Client, or who is no longer authorised to access the Platform. The Client shall not permit Authorised User credentials to be shared between multiple individuals.

7.1  The Client shall not, and shall procure that each Authorised User and any other person under the Client's control does not, do any of the following in relation to the Platform, the Services, or any Outputs:

7.3  Without prejudice to any other right or remedy, Verdanox may immediately suspend the Client's access to the Platform (in whole or in part) upon becoming aware of any actual or suspected breach of this Clause 7, and shall notify the Client as soon as practicable after doing so. Such suspension shall continue until the breach has been remedied to Verdanox's reasonable satisfaction or the Agreement has been terminated.

8.1  The Client shall pay the Fees in accordance with the payment terms set out in the applicable Order. Unless the Order specifies otherwise, Subscription Fees are payable in advance for the Commitment Term or, if the Order provides for periodic billing, in advance of each billing period.

8.2  All Fees are exclusive of VAT (and any equivalent or applicable taxes and levies). The Client shall pay any VAT chargeable in addition to the Fees, on receipt of a valid VAT invoice from Verdanox.

8.3  Verdanox may increase the Fees no more than once in any 12-month period, and not during the current Commitment Term, by providing the Client with not less than [30] days' written notice. The increase shall not exceed the greater of: (i) 5% per annum; or (ii) the percentage change in the Consumer Prices Index published by the UK Office for National Statistics for the preceding 12-month period.

8.4  If the Client fails to pay any undisputed sum by the date on which it falls due, Verdanox shall be entitled to: (i) charge interest on the overdue amount at a rate of [4]% per annum above the Bank of England base rate from time to time, accruing daily; and (ii) suspend the Client's access to the Platform upon not less than [14] Business Days' written notice of the overdue amount if it remains unpaid.

8.5  If the Client disputes any invoiced amount in good faith, the Client shall: (i) notify Verdanox in writing within [10] Business Days of receipt of the relevant invoice, specifying the disputed amount and the grounds for dispute; and (ii) pay the undisputed portion of the invoice by the due date. The Parties shall use good faith efforts to resolve any billing dispute within [20] Business Days.

8.6  Verdanox may, at its discretion, offer professional services, implementation support, or other services in addition to the core subscription Services. Such additional services shall be subject to a separate Order and shall be charged at Verdanox's then-current rates unless agreed otherwise.

9.1  Verdanox warrants that it owns or has secured all necessary rights, licences, and permissions required to provide the Services and to grant the licence set out in Clause 9.3. All Verdanox IP is and shall remain the sole and exclusive property of Verdanox (or its licensors, as applicable). Nothing in this Agreement transfers any title in or ownership of the Verdanox IP to the Client.

9.2  IP Indemnity. Subject to Clause 9.2(b), if any third party brings a claim against the Client alleging that the Client's authorised use of the Verdanox IP (excluding Digital Content) in accordance with this Agreement infringes that third party's Intellectual Property Rights ('IP Claim'), Verdanox shall, at its own expense: (i) defend or settle the IP Claim; and (ii) indemnify the Client against any damages or costs awarded by a court of competent jurisdiction or agreed in a settlement against the Client.

9.3  Licence Grant. Subject to the Client's payment of the Fees and compliance with this Agreement, Verdanox grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Commitment Term solely within the Use Parameters and for the Client's internal business purposes.

9.4  Client Digital Content. The Client retains all right, title, and interest in its Digital Content. The Client grants Verdanox a limited, non-exclusive, worldwide, royalty-free licence to access, process, and use the Digital Content solely to: (i) provide the Services and operate the Platform in accordance with this Agreement; and (ii) support and improve the Platform's functionality as it operates for the Client. For the avoidance of doubt, this licence does not permit Verdanox to use one Client's proprietary Digital Content for the purpose of building features, training datasets, or improvements for the benefit of any other client or any third party. Verdanox shall not use Digital Content to train, fine-tune, or otherwise improve any general-purpose, foundation, or third-party AI model, including the AI Services.

9.5  Verdanox may collect and use aggregated, anonymised, and de-identified usage telemetry and platform performance data ('Aggregated Data') for the purposes of benchmarking, product improvement, operational analytics, and reporting. Aggregated Data shall be irreversibly anonymised prior to use such that no individual Client, Authorised User, or Digital Content item can be identified. Aggregated Data does not constitute Digital Content for the purposes of this Agreement.

9.6  Feedback. The Client agrees that any Feedback it provides to Verdanox is provided voluntarily and shall be the sole and exclusive property of Verdanox. Verdanox may use Feedback for any purpose without restriction, obligation, compensation, or attribution. To the extent any Feedback contains pre-existing Intellectual Property Rights of the Client, the Client hereby grants Verdanox a perpetual, irrevocable, worldwide, royalty-free licence to use such Feedback without restriction.

10.1  Subject to Clause 10.2, Verdanox may identify the Client by name as a customer of the Platform and use the Client's name and logo in Verdanox's promotional materials, investor presentations, and website, in each case in accordance with any brand guidelines provided in writing by the Client. Verdanox shall not make any statement, representation, or claim about the Client's use of the Platform that is materially inaccurate or misleading.

10.2  The Client may revoke the permission granted under Clause 10.1 at any time by providing written notice to Verdanox, following which Verdanox shall cease any new use of the Client's name and logo as soon as reasonably practicable. Verdanox shall not be required to recall or destroy materials already in distribution.

10.3  Any case study, testimonial, press release, or jointly authored content referring to the Client's use of the Platform requires the Client's prior written approval before publication.

11.2  The Client acknowledges that the Platform does not, and does not purport to, identify or flag all potential compliance issues, risks, or liabilities associated with the Client's Digital Content or Claims. The Platform provides risk signals, regulation references, precedent context, and audit data to support the Client's internal review processes. It does not provide a complete or exhaustive legal or regulatory analysis.

11.3  Verdanox shall use commercially reasonable efforts to maintain the accuracy and currency of the Regulatory Content referenced by the Platform. The Client acknowledges that Regulatory Content may be incomplete, contain errors, or become outdated as a result of legislative or regulatory changes. Verdanox shall correct known material errors in Regulatory Content within a reasonable time of being notified. The Client must independently verify the currency and applicability of any Regulatory Content before relying upon it.

11.4  Documentation and Reports may be incomplete or contain inaccuracies. Verdanox shall use commercially reasonable efforts to correct material errors in Documentation or Reports within a reasonable time of being notified by the Client.

11.6  Verdanox expressly disclaims, to the fullest extent permitted by applicable Law, any liability arising out of any modification or alteration of Digital Content or Outputs by the Client or any third party after those Outputs have been generated by the Platform.

11.7  Other than the express obligations and warranties set out in this Agreement (including the obligation at Clause 4.1 to provide the Services with reasonable skill and care), and to the fullest extent permitted by applicable Law, Verdanox expressly excludes all conditions, warranties, representations, and undertakings, whether express, implied, or statutory, including (without limitation) any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, or uninterrupted service.

12.1  Aggregate Cap. Subject to Clauses 12.2 to 12.6 (inclusive), each Party's total aggregate Liability to the other Party under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, shall not exceed an amount equal to the total Fees paid or payable by the Client under the applicable Order during the period of 12 months immediately preceding the event giving rise to the claim.

12.2  Confidentiality Super-Cap. Notwithstanding Clause 12.1, each Party's total aggregate Liability for breach of Clause 13 (Confidentiality) shall not exceed an amount equal to 200% of the total Fees paid or payable by the Client under the applicable Order during the 12-month period immediately preceding the relevant breach.

12.2A  Data Protection Super-Cap. Notwithstanding Clause 12.1, each Party's total aggregate Liability for breach of Clause 14 (Data Protection and Security) or the DPA shall not exceed an amount equal to [200]% of the total Fees paid or payable by the Client under the applicable Order during the 12-month period immediately preceding the relevant breach.

12.3  Non-Excludable Liability. Nothing in this Agreement limits or excludes either Party's Liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; or (iii) any other liability that cannot lawfully be excluded or limited under applicable Law (including, to the extent applicable, mandatory liability under the Unfair Contract Terms Act 1977).

12.4  Exclusion of Consequential Loss. To the fullest extent permitted by applicable Law, neither Party shall be liable to the other for any Consequential Loss (as defined in Clause 1), whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, even if the Party has been advised of the possibility of such losses.

12.5  Nothing in this Agreement limits the Client's Liability for: (i) breach of Clause 7 (Prohibited Acts); (ii) infringement or misappropriation of Verdanox IP; or (iii) the Client's indemnification obligations under Clauses 7.2 and 19.2.

12.6  Each Party shall take all reasonable steps to mitigate any loss, damage, or expense arising from any breach of this Agreement by the other Party, as soon as the affected Party becomes aware of such breach.

13.1  Each Party (as Receiving Party) agrees to: (i) hold the other Party's (the Disclosing Party's) Confidential Information in strict confidence; (ii) use the Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement; (iii) apply at least the same standard of care to protect the Confidential Information as it applies to its own confidential information of equivalent sensitivity, and in any event not less than a reasonable standard of care; and (iv) not disclose, publish, or communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party.

13.2  Each Party may disclose the other Party's Confidential Information to its employees, directors, contractors, professional advisers (including legal counsel, auditors, and accountants), and (in the case of Verdanox) to its Subprocessors, in each case strictly on a need-to-know basis and subject to obligations of confidentiality at least as protective as those set out in this Clause 13.

13.3  A Receiving Party may disclose Confidential Information if and to the extent required to do so by applicable Law, court order, or the direction of a regulatory or governmental authority of competent jurisdiction, provided that (to the extent legally permitted) the Receiving Party: (i) gives the Disclosing Party as much prior written notice as reasonably practicable; (ii) co-operates with the Disclosing Party in seeking a protective order or other appropriate relief; and (iii) discloses only the minimum amount of Confidential Information necessary to comply with the legal requirement.

13.4  Upon the written request of the Disclosing Party following termination or expiry of this Agreement, the Receiving Party shall promptly return or destroy all materials containing the Disclosing Party's Confidential Information, except to the extent that the Receiving Party is required by Law to retain copies, or that copies are contained in automated backup systems where deletion would be technically impractical.

13.5  The obligations of confidentiality set out in this Clause 13 shall survive termination or expiry of this Agreement for a period of [3] years, save that obligations in respect of trade secrets shall survive indefinitely.

14.1  The Parties acknowledge that the processing of personal data in connection with the Services is governed by applicable data protection law, including the UK GDPR, the EU GDPR (where applicable), and the Data Protection Act 2018. The DPA, which is incorporated into this Agreement by reference, sets out each Party's obligations in respect of such processing, including sub-processing arrangements, international data transfers, data subject rights, breach notification obligations, and audit rights. In the event of any conflict between this Clause 14 and the DPA, the DPA shall prevail.

14.2  The Parties acknowledge that: (i) Verdanox acts as an independent controller in respect of Authorised User account data (including names, email addresses, and roles) processed for the purposes of service administration, authentication, and access control; (ii) Verdanox acts as a processor under the Client's instructions in respect of Digital Content, in accordance with the DPA; and (iii) Verdanox acts as a controller in respect of Aggregated Data (as defined in Clause 9.5), which is irreversibly anonymised prior to any use by Verdanox.

14.3  Tenant Data Isolation. Verdanox shall implement and maintain appropriate technical and organisational measures to ensure the logical separation of each Client's Digital Content, Governance Trails, and Outputs from those of other clients. No Client's Digital Content shall be accessible to, or commingled with, that of any other client. Such measures shall include, without limitation, database-level row-level security and access control mechanisms designed to enforce tenant isolation.

14.4  Security Commitments. Verdanox commits to implementing and maintaining appropriate technical and organisational security measures consistent with Good Industry Practice and the Trust Services Criteria for Security as defined by the American Institute of Certified Public Accountants (AICPA) in connection with the SOC 2 framework, and applicable data protection Law. For the avoidance of doubt, this is a commitment to maintaining the relevant control environment and does not constitute a warranty or representation that any specific third-party certification has been obtained, unless expressly stated in the applicable Order.

14.5  Verdanox may monitor and log the Client's and Authorised Users' access to and use of the Platform for the purposes of security management, performance monitoring, abuse detection, SLA measurement, and compliance with this Agreement. Such monitoring shall be conducted in accordance with applicable Law and the DPA.

14.6  Audit Rights. The Client (or its appointed third-party auditor, subject to a written confidentiality agreement with Verdanox) may, no more than once per 12-month period, and on not less than [20] Business Days' prior written notice to Verdanox, audit Verdanox's compliance with its security and data protection obligations under this Clause 14 and the DPA. Such audit shall be conducted during normal business hours, at the Client's cost, in a manner that minimises disruption to Verdanox's operations. Verdanox shall co-operate reasonably with any such audit.

15.1  Each Party warrants that it shall comply with all applicable anti-bribery and anti-corruption Laws, including (without limitation) the UK Bribery Act 2010 and, to the extent applicable, the US Foreign Corrupt Practices Act of 1977. Each Party shall maintain in place adequate procedures designed to prevent associated persons (as defined in the Bribery Act 2010) from engaging in conduct that would constitute a Bribery Act offence.

15.2  Neither Party shall, in connection with this Agreement, offer, promise, pay, give, authorise, solicit, or accept any bribe, kickback, facilitation payment, gift, loan, fee, or other advantage intended to improperly influence any action or decision by any person or entity, whether or not a public official.

15.3  Each Party shall promptly notify the other Party in writing if it becomes aware of any breach, or suspected breach, of this Clause 15 in connection with this Agreement.

16.1  Each Party represents and warrants that it is not, and (where applicable) that its beneficial owners are not, subject to any applicable trade sanctions, asset freezing measures, or embargoes administered by: (i) the UK Office of Financial Sanctions Implementation (OFSI); (ii) the European Union; (iii) the US Office of Foreign Assets Control (OFAC) or the Bureau of Industry and Security (BIS); or (iv) any other authority of competent jurisdiction.

16.2  The Client shall not access or use the Platform from, or provide access to Authorised Users located in, any country, territory, or jurisdiction that is subject to comprehensive sanctions or embargoes under applicable Law.

16.3  Neither Party shall, in connection with this Agreement, take any action that would cause the other Party to violate any applicable trade sanctions, export control legislation, or embargo programme.

16A.1  Each Party warrants that it shall comply with the Modern Slavery Act 2015 (to the extent applicable to its operations) and shall not engage in, benefit from, facilitate, or condone any form of modern slavery, human trafficking, forced labour, child labour, or compulsory labour in connection with this Agreement or its supply chains.

16A.2  Each Party shall, upon reasonable written request, provide the other Party with reasonable information and co-operation to confirm compliance with this Clause 16A. Where a Party becomes aware of any actual or suspected non-compliance with this Clause in its supply chain, it shall promptly notify the other Party in writing.

17.1  After the expiry of the Commitment Term, either Party may terminate this Agreement (or the relevant Order) by providing not less than [30] days' prior written notice to the other Party. For Clients established in a member state of the European Union, the notice period for termination shall not exceed two months, in accordance with the requirements of Regulation (EU) 2023/2854 (the EU Data Act).

17.2  Either Party may terminate this Agreement (or the relevant Order) with immediate effect by written notice to the other Party if: (i) the other Party commits a material breach of this Agreement that is capable of remedy and fails to remedy such breach within [10] Business Days of receiving written notice specifying the breach and requiring its remedy; (ii) the other Party commits a material breach that is not capable of remedy; (iii) the other Party commits repeated breaches of this Agreement that, taken together, indicate a pattern of non-compliance such that Verdanox or the Client (as applicable) has reasonable grounds to believe the other Party is unable or unwilling to comply with its obligations; or (iv) the other Party suffers an Insolvency Event.

17.3  Where Verdanox terminates this Agreement for its own convenience under Clause 17.1, or where the Client terminates this Agreement for cause under Clause 17.2, Verdanox shall refund to the Client any pre-paid Fees relating to Services that have not yet been delivered as at the date of termination, calculated on a pro-rata basis.

17.4  Annual Fees paid in advance are non-refundable, except where the Client terminates for cause under Clause 17.2 or Verdanox terminates for its own convenience under Clause 17.1. No refund shall be due where Verdanox terminates under Clause 17.2.

17.5  Upon termination or expiry of this Agreement for any reason: (i) the Client shall immediately cease accessing and using the Platform and destroy all Authorised User login credentials; and (ii) subject to Clause 17.6, Verdanox may revoke all access to the Platform. For a period of [90] days following the date of termination or expiry, Verdanox shall, where technically feasible, maintain read-only access to the Governance Trail associated with the Client's Claims, for audit and regulatory compliance purposes, unless the Client requests earlier deletion.

17.6  Data Export.Verdanox shall, upon the Client's written request made within [30] days of termination or expiry, provide the Client with an export of its Digital Content in a commercially reasonable, machine-readable format. Verdanox shall delete or destroy the Client's Digital Content within [60] days of the date of termination or expiry (or, if an export request is made, within [60] days of providing the export), except to the extent that retention is required by applicable Law or regulatory obligation. The procedures for deletion shall be as set out in the DPA.

17.7  All outstanding Fees accrued prior to the date of termination shall remain due and payable. The Client shall pay all such outstanding Fees within [30] days of the date of termination.

17.8  Termination or expiry of this Agreement for any reason shall not affect any accrued rights, obligations, or liabilities of either Party, nor the coming into force or continuation of any provision that expressly or by implication survives termination.

18.1  If a dispute arises between the Parties in connection with this Agreement (a 'Dispute'), either Party may serve a written notice on the other Party identifying the nature of the Dispute and the Party's proposed resolution ('Dispute Notice').

18.2  Within [10] Business Days of service of a Dispute Notice, senior representatives of each Party with authority to resolve the Dispute shall meet (in person, by video conference, or by telephone) and negotiate in good faith to attempt to resolve the Dispute.

18.3  If the Dispute is not resolved within [20] Business Days of service of the Dispute Notice (or such longer period as the Parties may agree in writing), either Party may refer the Dispute to non-binding mediation administered by the Centre for Effective Dispute Resolution (CEDR) in accordance with CEDR's model mediation procedure. The costs of mediation shall be shared equally between the Parties unless the mediator directs otherwise.

18.4  Pending the resolution of any Dispute, both Parties shall continue to perform their respective obligations under this Agreement, unless one Party has validly terminated this Agreement in accordance with Clause 17.

18.5  Nothing in this Clause 18 prevents either Party from seeking urgent or interim injunctive or other equitable relief from a court of competent jurisdiction, or prevents Verdanox from pursuing undisputed Fees through court proceedings.

19.1  Verdanox Indemnity.Verdanox shall indemnify the Client against any damages, costs, and reasonable legal fees awarded by a court of competent jurisdiction or agreed in settlement against the Client, arising from a third-party IP Claim in respect of which Verdanox's obligations are triggered under Clause 9.2. Verdanox's aggregate liability under this indemnity is subject to the general cap in Clause 12.1, unless a higher cap is expressly agreed in the applicable Order.

19.2  Client Indemnity.The Client shall indemnify and hold harmless Verdanox and its officers, directors, employees, agents, and Subprocessors against all losses, damages, costs (including reasonable legal fees), claims, and expenses arising from or in connection with: (i) any third-party claim relating to the Client's Digital Content, including any allegation that Digital Content infringes the Intellectual Property Rights or other rights of a third party; (ii) any third-party claim arising from any environmental or sustainability claim the Client publishes, makes, or transmits in reliance on any Output, Report, or Defensibility Score; (iii) any breach by the Client of Clause 7 (Prohibited Acts); or (iv) any breach by the Client of applicable Law in connection with its use of the Platform or the Services. The Client's indemnification obligations under this Clause 19.2 are not subject to the general Liability cap in Clause 12.1, as provided in Clause 12.5.

19.3  The following conditions apply to the indemnification obligations in Clauses 19.1 and 19.2: (i) the indemnified Party shall give the indemnifying Party prompt written notice of any claim, proceeding, or demand in respect of which it seeks indemnification, and in any event within [15] Business Days of becoming aware of the relevant claim; (ii) the indemnifying Party shall have sole control over the defence and settlement of any claim for which it is obligated to provide indemnification, provided that no settlement shall be entered into that admits Liability on behalf of the indemnified Party or imposes any obligation on the indemnified Party without the indemnified Party's prior written consent (not to be unreasonably withheld); and (iii) the indemnified Party shall provide all reasonable co-operation and assistance requested by the indemnifying Party in the defence or settlement of the relevant claim, at the indemnifying Party's cost.

20.1  All notices required or permitted under this Agreement shall be in legible writing, in the English language, and addressed to: (i) Verdanox: Verdanox Limited, 27 Old Gloucester St, London, WC1N 3AX (company number 16955321), by email to legal@verdanox.com; and (ii) the Client: the name and address (including email address) set out in the applicable Order, marked for the attention of the Client's designated legal or compliance contact.

20.2  Notices shall be deemed received as follows: (i) if delivered by hand: on the date and at the time of delivery, provided delivery occurs on a Business Day before 17:00 (local time at the place of receipt); otherwise on the next Business Day; (ii) if sent by first-class post (or airmail for international addresses): on the third Business Day after the date of posting (or the seventh Business Day for international addresses); and (iii) if sent by email: at the time of transmission, unless the sender receives an automated non-delivery notification, in which case the notice shall be re-sent by an alternative means.

20.3  Notices relating to litigation, formal dispute escalation, or the commencement of mediation under Clause 18 shall be delivered by hand or by recorded delivery post only, with email notification as a courtesy copy.

21.1  Verdanox may from time to time make available features, modules, or functionality designated as 'beta', 'pilot', 'preview', or 'design partner' features ('Beta Features'). Beta Features are provided on an 'as-is' and 'as-available' basis, with no warranty of any kind (whether express, implied, or statutory), including no warranty as to fitness for a particular purpose, accuracy, or continuous availability.

21.2  Verdanox may modify, suspend, or discontinue any Beta Feature at any time and without notice or Liability, and shall not be obliged to release any Beta Feature as a generally available feature of the Platform.

21.3  Any Feedback provided by the Client in connection with Beta Features is subject to Clause 9.6 (Feedback). The Client acknowledges that Verdanox may use Feedback on Beta Features to develop and improve the Platform, including for the benefit of other clients.

21.4  Bespoke commercial terms applicable to pilot engagements or design partner relationships, including any enhanced SLAs, data handling arrangements, publicity rights, or preferential pricing, shall be set out in a separate pilot agreement or the applicable Order. To the extent of any conflict between such bespoke terms and these Terms and Conditions, the bespoke terms shall prevail.

22.1  Verdanox shall maintain commercially reasonable business continuity, disaster recovery, and incident response procedures consistent with Good Industry Practice, designed to ensure the restoration of the Services within a commercially reasonable timeframe following a major incident or disruption. Details of Verdanox's current business continuity and disaster recovery capabilities may be provided to the Client on reasonable written request, subject to confidentiality obligations.

23.1  During the term of this Agreement and for a period of [12] months following its termination or expiry, Verdanox shall maintain (with a reputable insurer authorised in the UK) at least the following insurance policies at coverage levels appropriate to the nature and scale of the Services: (i) professional indemnity / errors and omissions insurance, with a minimum per-claim limit of £1,000,000 (or such higher amount as Verdanox determines is commercially reasonable having regard to its risk exposure); and (ii) cyber liability and data breach insurance, with a minimum per-claim limit of £1,000,000.

23.2  Verdanox shall provide the Client with evidence of the relevant insurance coverage on the Client's reasonable written request, subject to confidentiality obligations in respect of commercially sensitive policy terms.

24.1  Governing Law and Jurisdiction. This Agreement and any Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any Dispute, and each Party irrevocably submits to that jurisdiction.

24.2  Variation. Subject to Clause 2.2 (which provides the sole mechanism by which Verdanox may unilaterally update these Terms and Conditions), this Agreement may only be varied by a written document duly executed by authorised representatives of both Parties. For the avoidance of doubt, Clause 2.2 constitutes a valid and agreed mechanism for variation of these Terms and Conditions and is not inconsistent with this Clause 24.2, provided that any such unilateral variation complies with the notice requirements and subject matter limitations set out in Clause 2.2.

24.3  Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. A waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.

24.4  Costs. Each Party shall bear its own costs of negotiating and executing this Agreement.

24.5  Severability. If any provision or part of a provision of this Agreement is or becomes illegal, invalid, or unenforceable under applicable Law, that provision or part shall be severed from the Agreement to the minimum extent necessary. The remaining provisions of the Agreement shall continue in full force and effect, and the severed provision shall be replaced (to the extent possible) with a lawful provision that reflects the original intention of the Parties as closely as possible.

24.6  Assignment.The Client may not assign, transfer, novate, charge, sub-contract, or deal in any other manner with any or all of its rights and obligations under this Agreement without Verdanox's prior written consent (not to be unreasonably withheld). Verdanox may assign or transfer this Agreement, or any rights or obligations under it, to: (i) any Affiliate of Verdanox; or (ii) any successor entity acquiring all or substantially all of Verdanox's business or assets to which this Agreement relates, in each case by providing the Client with written notice.

24.7  Remedies. Except as otherwise provided in this Agreement, the rights and remedies of the Parties under this Agreement are cumulative and not alternative, and are in addition to any other rights and remedies provided by Law.

24.8  Entire Agreement. This Agreement (comprising these Terms and Conditions, any executed Orders, the DPA, and any schedules or annexures expressly incorporated by reference) constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, representations, and agreements (whether written or oral) between the Parties relating to the same subject matter. Each Party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation or statement not expressly set out in this Agreement (other than for fraudulent misrepresentation).

24.9  Relationship of the Parties. Nothing in this Agreement creates or shall be construed as creating a partnership, joint venture, agency, employment relationship, or trust between the Parties. Neither Party has authority to bind the other Party in any way.

24.10  Third Party Rights. This Agreement does not confer any right on any person who is not a Party to enforce any term of this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

24.11  Force Majeure. Neither Party shall be in breach of this Agreement or otherwise liable to the other Party for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure event, provided that the affected Party: (i) notifies the other Party in writing of the Force Majeure event as soon as reasonably practicable; and (ii) uses all reasonable endeavours to overcome or mitigate the effects of the Force Majeure event and to resume performance as soon as possible. If a Force Majeure event continues for more than [60] consecutive days, either Party may terminate this Agreement on written notice to the other Party. Payment obligations under this Agreement are expressly excluded from the relief provided by this Clause 24.11.

24.12  Survival. The following Clauses shall survive the termination or expiry of this Agreement for any reason: Clauses 1 (Definitions), 5 (Third-Party Materials), 7 (Prohibited Acts), 8 (Fees, in respect of accrued amounts), 9 (Intellectual Property), 11 (No Warranties and Compliance Aid Disclaimer), 12 (Limitation of Liability), 13 (Confidentiality), 14 (Data Protection and Security, in respect of post-termination obligations), 15 (Anti-Bribery), 17.7 and 17.8 (Post-Termination Payment and Accrued Rights), 19 (Indemnification), 20 (Notices), and 24 (General Provisions).

24.13  Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, taken together, shall constitute one and the same agreement. Electronic signatures shall be binding to the same extent as manuscript signatures under applicable Law.

25.1  These Terms and Conditions are governed by the laws of England and Wales and are drafted primarily for clients domiciled in the United Kingdom and the European Union. US-domiciled Clients may be subject to additional legal requirements under applicable US federal and state laws, including (without limitation) the California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA), applicable state-level artificial intelligence laws, and the US Federal Trade Commission Act. US-specific addenda addressing such requirements will be provided in Order-level or MSA-level schedules, as agreed between the Parties.