YOURCALLS — PLATFORM TERMS

Version 1.0

These terms are issued by S4W L.L.C-FZ (trading as YourCalls), a company registered in the United Arab Emirates with licence number 2529741, whose registered address is Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.

These terms and conditions are published at https://s4w.com/yourcalls/terms.

1. ENTERING INTO THIS AGREEMENT

1.1 This Agreement governs the User's access to and use of the Platform. By clicking "I agree to the Terms and Conditions of the YourCalls Platform", checking an acceptance box, completing the sign-up flow, or otherwise accessing or using the Platform before any of the above, the User makes an offer to enter into this Agreement on these terms and agrees to be bound by this Agreement with effect from the Commencement Date (as defined in clause 1.3).

1.2 The individual completing the sign-up process on behalf of the User (as set out in clause 1.1), represents and warrants that they have full legal authority to bind the User to this Agreement and that, where the User is a company or other legal entity, such individual is duly authorised to act on behalf of the User for this purpose. S4W shall be entitled to rely on such representation without further enquiry. If the individual completing the sign-up process does not have such authority, they must not proceed.

1.3 This Agreement takes effect and becomes binding on both parties when S4W provisions and enables the User's access to the Platform (the "Commencement Date"). S4W may, at its sole discretion, decline to provide access to any User, including, without limitation, where S4W determines in its reasonable judgment that it should not provide access. S4W shall have no liability to the User for any costs or losses incurred by the User in anticipation of the Agreement becoming effective prior to the Commencement Date.

1.4 S4W shall be entitled to withdraw, suspend or refuse acceptance of the User's offer, or access to the onboarding process, at any time prior to the Commencement Date, for any reason and at its absolute discretion, without incurring any liability.

1.5 Scope of this Agreement. This Agreement governs the User's self-service subscription to, and use of, the Platform. It does not of itself govern any bespoke development, integration, configuration, campaign operation or managed-service engagement performed by S4W for the User ("Automation Services"). Automation Services are governed by a separate Automation Services Agreement between S4W and the User which incorporates the S4W General Terms of Business published at https://s4w.com/terms and the S4W Data Processing Addendum published at https://s4w.com/dpa. Until a signed Automation Services Agreement is in place between S4W and the User, the S4W General Terms of Business (including the S4W Data Processing Addendum) apply to the Automation Services, so far as applicable, as the default contractual framework governing them. Where a User receives both a Platform subscription and Automation Services, this Agreement governs the Platform subscription and the Automation Services Agreement governs the Automation Services; in the event of conflict between them in relation to the Automation Services, the Automation Services Agreement prevails.

1.6 Contracting party and payment collection. The User's counterparty under this Agreement is S4W. S4W has appointed the Payment Agent as its payment collection agent and merchant of record in respect of Fees. The Payment Agent collects Fees on S4W's behalf and its name (and not S4W's) will ordinarily appear on the User's card or bank statement. The Payment Agent does not contract with the User, does not resell the Platform, and owes the User no obligations under this Agreement. Payment of Fees to the Payment Agent discharges the User's payment obligation to S4W to the extent of the sum so paid.

2. DEFINITIONS AND INTERPRETATION

2.1 Capitalised terms in this Agreement shall have the meaning ascribed to them in Schedule 1 and the rules of interpretation included in Schedule 1 shall apply to this Agreement.

3. COMMENCEMENT AND DURATION

3.1 This Agreement shall commence with full force and effect on the Commencement Date and shall continue on a monthly rolling basis until terminated in accordance with this Agreement.

4. PAY-AS-YOU-GO ACCESS

4.1 S4W makes the Platform available on a pay-as-you-go basis at the PAYG Tier without payment of a Subscription Fee. Access at the PAYG Tier is not time-limited and does not convert automatically to a paid Subscription Tier.

4.2 The User must provide a valid payment method on sign-up to the PAYG Tier, which S4W (acting through the Payment Agent and the Payment Provider) will store for use in accordance with clause 10. No Subscription Fee is payable at the PAYG Tier, and no Subscription Fee will be charged to that payment method unless and until the User upgrades to a paid Subscription Tier in accordance with clause 4.7. The allowances included in the PAYG Tier, and the initial Credit balance granted at that tier, are set out in the Tier Schedule.

4.3 No Telephone Number is included in the PAYG Tier. The User may provision a Telephone Number while at the PAYG Tier only by paying the Recurring Item Fee for that Telephone Number set out in the Tier Schedule. Until a Telephone Number is provisioned, the User cannot make or receive calls over the public switched telephone network and cannot send or receive messages. Web Calls and chat sessions are unaffected.

4.4 Where the User exhausts an included allowance at the PAYG Tier, continued use of the affected functionality is subject to Overage Fees at the rates set out in the Tier Schedule, which are settled from Credit in accordance with clause 10.10. Where the User's Credit balance is insufficient and no automatic top-up succeeds, S4W may suspend the affected functionality until Credit is available or the User upgrades to a paid Subscription Tier. Suspension under this clause 4.4 affects only the functionality whose allowance has been exhausted.

4.5 Unused allowances at the PAYG Tier do not carry over between billing periods and lapse at the end of each billing period.

4.6 S4W may limit, suspend or withdraw access at the PAYG Tier at any time at its sole discretion, without notice and without liability, including where S4W reasonably suspects that the PAYG Tier is being used to circumvent Fees, to obtain more than one set of included allowances through more than one account, or otherwise in breach of Schedule 2. Withdrawal of access at the PAYG Tier does not give rise to any right to compensation or refund. The exercise of S4W's rights under this clause 4.6 does not terminate this Agreement and is without prejudice to clause 11. This clause 4.6 does not permit S4W to cease providing a Telephone Number which is chargeable as a Recurring Item Fee. S4W may not, under this clause 4.6, release such a Telephone Number except on expiry or termination of this Agreement, or in accordance with clause 5.12(e).

4.7 The User may upgrade from the PAYG Tier to a paid Subscription Tier at any time via the Platform. Upon such upgrade, and subject to clause 10.7(e): (a) the Subscription Start Date shall be the date on which the User elects to upgrade; (b) the allowances and functionality of the selected Subscription Tier shall become available immediately; (c) Subscription Fees shall become payable from the Subscription Start Date in accordance with clause 10; and (d) any unused PAYG Tier allowance shall lapse and shall not carry over.

4.8 Access at the PAYG Tier is provided on an "as is" basis. The first sentence of clause 6.1, and clause 6.1A, do not apply to the PAYG Tier, except that the support response target stated for the PAYG Tier in the Tier Schedule applies as a target in accordance with clause 6.1A; clauses 6.2, 6.3 and 6.4 apply in full, as does the remainder of clause 6.1.

4.9 S4W's maximum aggregate liability to the User (whether in contract, tort including negligence or otherwise) in respect of any claim arising out of obligations owed by S4W in respect of access at the PAYG Tier shall not exceed the greater of (a) five thousand pounds sterling (£5,000) and (b) the total Fees paid by the User to S4W (or to the Payment Agent on S4W's behalf), whether in respect of access at the PAYG Tier or at any Subscription Tier, in the twelve (12) month period immediately preceding the date on which the event or circumstance giving rise to the relevant claim first occurred, and shall not in any event exceed fifty thousand pounds sterling (£50,000). Where that event or circumstance first occurred on or after the date on which this Agreement terminated or expired, the twelve (12) month period in limb (b) shall instead be the twelve (12) month period immediately preceding the date of termination or expiry. This clause 4.9 applies only where the obligation in question was owed in respect of access at the PAYG Tier; where the obligation was owed in respect of access at a paid Subscription Tier, clause 17.5 applies. This clause 4.9 applies to all liability of S4W arising under or in connection with the DPA and in respect of the Processing of Personal Data where the obligation in question was owed in respect of access at the PAYG Tier, notwithstanding clause 7.1 of the DPA and clause 20.9(a). This clause 4.9 does not apply to any liability arising under clause 5A. This clause 4.9 does not limit S4W's liability for the matters set out in clause 17.2.

5. THE PLATFORM

5.1 S4W shall provide the User with access to, and use of, the Platform during the Term in accordance with the terms and conditions of this Agreement, and, subject to clause 5.2, limited to the features, functionality, and usage limits applicable to the User's then-current Subscription Tier as set out in the Tier Schedule. Subject to clause 5.2, the User's right to access and use the Platform is at all times subject to and limited by the User's Subscription Tier, and, subject to clause 5.2, the User shall not circumvent, attempt to circumvent, or seek to access features or usage capacity beyond those available under its Subscription Tier.

5.2 Where a User consumes Platform usage above the allowances included in its then-current Subscription Tier or applicable Add-On in any billing period, or incurs any per-destination, per-transaction or per-item surcharge (which may apply irrespective of whether an included allowance has been exhausted), continued use of the relevant functionality shall be subject to Overage Fees at the rates applicable to the User's then-current Subscription Tier as set out in the Tier Schedule. Overage Fees are deducted from the User's Credit balance in accordance with clause 10.10.

5.3 S4W warrants, to its knowledge and as at the Commencement Date and during normal operation, that it has all licences, consents and authorisations necessary to provide access to the Platform.

5.4 The User acknowledges and agrees that it shall be responsible for any costs the User incurs in obtaining and using any hardware, software or other equipment required to access and make use of the Platform.

5.5 The User warrants, undertakes and represents on an ongoing basis during the Term that:

    (a) it has the full legal right, power and authority to enter into this Agreement and it is duly constituted, organised and validly existing under the laws of the jurisdiction of its incorporation;

    (b) it shall comply with all Applicable Laws in accessing and using the Platform;

    (c) it agrees to ensure that its Authorised Users are made aware of and comply with the Acceptable Use Policy at all times while using the Platform, and the User shall promptly notify S4W upon becoming aware of any known or suspected breach of the Acceptable Use Policy by an Authorised User and shall take, and shall procure the relevant Authorised User to take, all reasonable steps to remedy such breach;

    (d) all information it provides to S4W under this Agreement (either directly or via anyone acting on the User's behalf) is accurate, complete and up to date; and

    (e) it is entering into this Agreement wholly or mainly for purposes relating to its trade, business, craft or profession and is not a consumer.

S4W may at any time require the User to provide evidence of its business status (including a company registration number, VAT registration number or equivalent), and the User shall provide such evidence promptly on request.

5.6 The User shall not benchmark, disclose, or publish performance, availability, or security test results of the Platform, nor permit access to the Platform by S4W's direct competitors, without S4W's prior written consent.

5.7 For the avoidance of doubt, nothing in this Agreement shall be construed as granting, whether expressly or by implication, any Affiliate of the User any right to access or use the Platform. Access to the Platform may only be granted to an Affiliate of the User where:

    (a) such Affiliate has entered into a separate written agreement with S4W governing such Affiliate access; and/or

    (b) S4W has provided its explicit prior written consent, which may be granted or withheld in its sole discretion.

5.8 S4W reserves the right to monitor compliance and enforce the Acceptable Use Policy, including the suspension or termination of access to the Platform for any breach. S4W may suspend or disable specific Authorised Users' access where S4W reasonably suspects breach, while seeking to minimise disruption to compliant Authorised Users. For the avoidance of doubt, any breach of the Acceptable Use Policy shall be deemed a material breach of this Agreement, entitling S4W to exercise its rights under the termination and suspension provisions of this Agreement.

5.9 The Platform may include or interoperate with third party telephony, AI, and other technology providers, as well as open-source components, each of which is subject to its own licence terms and conditions. S4W does not provide any warranty or indemnity in respect of such providers or components beyond those expressly provided in the applicable third party or open-source licences.

5.10 The User shall ensure that Authorised Users use the Platform solely for the Purpose.

Call recording and transcription

5.11 The User acknowledges and agrees that:

    (a) all calls made or received through the Platform are recorded and transcribed by default as an inherent feature of the Platform. Recording and transcription are integral to the operation of the Platform (including the generation of AI-Generated Outputs, call summaries, scoring and quality analysis);

    (b) as at the Effective Date there is no per-assistant, per-campaign, per-Authorised User or per-account setting by which recording or transcription can be disabled, and S4W gives no undertaking that any such setting will be made available;

    (c) recordings, transcripts, summaries and related metadata are stored in storage controlled by S4W and, in the case of call audio, transcripts and call metadata, are also held by S4W's voice orchestration provider, in each case as identified in Annex D to the DPA, and are processed in accordance with clauses 8 and 9 and the DPA;

    (d) the User is solely responsible for giving any notification, making any announcement, and obtaining and recording any consent required by Applicable Law from any Call Participant in respect of the recording, transcription, monitoring, storage or subsequent use of a call, including where the call is inbound. Any recording-disclosure or notification function made available in the Platform is optional and must be configured and deployed by the User; S4W does not require, prompt, validate or enforce its use; and

    (e) this clause 5.11 is given effect by the warranty in clause 9.11(a) and is backed by the indemnities in clauses 9.11(d) and 17.1.

Telephone Numbers

5.12 Where S4W provisions one or more Telephone Numbers to the User:

    (a) Telephone Numbers are procured by S4W from its telephony provider and are licensed to the User for the duration of the subscription only. The User does not own, and acquires no proprietary right in, any Telephone Number;

    (b) provisioning may require the User to submit regulatory and identity information (which may include the User's registered business name, registered and service address, contact details and supporting documentation) for regulatory verification. The User warrants that all such information is accurate, complete and up to date, and consents to its disclosure by S4W to its telephony provider and to any relevant Authority for the purposes of regulatory verification and number provisioning;

    (c) where the User is on a Subscription Tier under which a Telephone Number is included, one Telephone Number held by the User is included in the Subscription Fee for so long as the User remains on that tier, irrespective of when or at which tier that Telephone Number was provisioned. Every other Telephone Number held by the User is charged monthly in advance per number as a Recurring Item Fee at the rates set out in the Tier Schedule, is added to the User's recurring charges, and is prorated on addition. No refund or credit is given on removal of a Telephone Number: the number remains charged to the end of the then-current Billing Period;

    (d) no Telephone Number is included in the PAYG Tier, and Telephone Numbers may be provisioned at that tier only in accordance with clause 4.3, or continued at that tier in accordance with clause 10.8;

    (e) on termination or expiry of this Agreement, on cancellation of the subscription (including cancellation following final failure of payment under clause 10.9 or clause 11.5), all Telephone Numbers allocated to the User will be released. Release is irreversible. Released Telephone Numbers cannot be recovered or reallocated to the User, and S4W gives no undertaking that a released Telephone Number will remain available on any resubscription;

    (f) where the User wishes to retain a Telephone Number it must port that number away to another provider before terminating, cancelling or allowing the subscription to lapse. S4W will provide reasonable assistance with a port-out request made before that date, at the User's cost and subject to the receiving provider's requirements. S4W has no obligation to assist with, and shall have no liability in respect of, any port-out requested after a Telephone Number has been released;

    (g) Emergency calls. Telephone Numbers provisioned through the Platform do not provide access to emergency services. Neither an AI assistant nor any Authorised User can place a call to 999, 112 or any other emergency number through the Platform, and no caller location information is made available to emergency organisations. The User must not use a Telephone Number as its sole or primary means of contacting emergency services, must maintain an alternative means of doing so, and must inform its Authorised Users and, where relevant, Call Participants accordingly. This clause 5.12(g) is given effect by paragraph 8.2 of the Acceptable Use Policy; and

    (h) Numbers not provisioned by S4W. The User may divert or forward calls from a telephone number it holds with another provider to a Telephone Number, at its own cost and risk. S4W is not the provider of any such number, has no responsibility for it or for any charge levied by the User's own provider in respect of the diversion, and gives no undertaking as to the availability or continuity of any such arrangement. The User is responsible for the calling line identity presented on calls made through the Platform and for its accuracy under Ofcom's rules and paragraph 10.3 of the Acceptable Use Policy.

Chat assistant

5.13 Where the User deploys a chat assistant through the Platform, the User acknowledges and agrees that:

    (a) the chat assistant is deployed by the User copying an embed code supplied by S4W onto a website operated by the User or by its Permitted Client. S4W grants the User a non-exclusive, non-transferable, revocable licence during the Term to embed and serve that embed code, unmodified, on such a website solely for the purpose of operating the chat assistant. The User shall not modify, wrap, proxy, reverse engineer or otherwise adapt that code, and shall remove it promptly on expiry or termination of this Agreement;

    (b) the chat assistant writes a persistent identifier to the visitor's browser local storage so that a returning visitor's conversation can be recognised. As at the Effective Date there is no setting by which that identifier can be disabled, and S4W gives no undertaking that any such setting will be made available;

    (c) for each chat session the Platform stores the full text of every message, the persistent visitor identifier, the internet address (Origin) of the website on which the chat assistant is embedded, the full browser user-agent string, a salted and truncated hash of the visitor's IP address (which is pseudonymised and not anonymised data), any information the visitor enters into a pre-chat or lead capture form, and any additional information the User's own systems supply about the visitor;

    (d) a contact record is created automatically within the Platform for every visitor who interacts with the chat assistant;

    (e) the User is solely responsible for obtaining any consent required by Applicable Law (including regulation 6 of PECR) before the identifier referred to in sub-clause (b) is written, for its own cookie and privacy information on the host website, and for providing the information required by Articles 13 and 14 of the UK GDPR at the point of collection; and

    (f) this clause 5.13 is given effect by the warranty in clause 9.11(a) and paragraph 7.5 of the Acceptable Use Policy, and is backed by the indemnities in clauses 9.11(d) and 17.1.

Web Calls

5.14 The Platform may permit a Web Call to be placed to an assistant from a web browser without a Telephone Number. Web Calls are recorded and transcribed on the same basis as any other call (clause 5.11), consume the User's included call-minute allowance and are charged on the same basis as any other call minute as set out in the Tier Schedule. Where the User makes a Web Call facility available to any person other than an Authorised User, including by embedding it on a website, the User is responsible for that facility on the same basis as it is responsible for a chat assistant under clause 5.13, and paragraph 7 of Schedule 2 applies to it in full. Where S4W supplies embed code for a Web Call facility, S4W grants the User a non-exclusive, non-transferable, revocable licence during the Term to embed and serve that code, unmodified, on a website operated by the User or by a Permitted Client, solely for the purpose of operating that Web Call facility. The User shall not modify, wrap, proxy, reverse engineer or otherwise adapt that code, and shall remove it promptly on expiry or termination of this Agreement.

5A. ONBOARDING SERVICES

5A.1 Where the User's Subscription Tier includes onboarding assistance, S4W shall build and configure assistants within the Platform on the User's behalf, up to the number stated for that Subscription Tier in the Tier Schedule. That number is the total number of assistants S4W is obliged to build under this clause 5A during the Term, and is not an allowance which refreshes in any Billing Period. Onboarding assistance under this clause 5A forms part of the User's Platform subscription and does not form part of the Automation Services.

5A.2 S4W shall complete that build and configuration within a reasonable time, and in any event within forty (40) Working Days of the later of (a) the Subscription Start Date, and (b) the date on which the User has supplied all information, content, access, credentials and approvals which S4W has requested and reasonably requires in order to carry out the work. What is a reasonable time is a question of fact, to be assessed having regard to (without limitation) the number and complexity of the assistants requested, the scope of the configuration involved, the quality and completeness of the information, content, access, credentials and approvals supplied by the User, the User's responsiveness to S4W's requests, and the resources S4W may reasonably be expected to apply. There shall be excluded from both that reasonable time and that period of forty (40) Working Days any period during which S4W is awaiting a further response, approval, instruction or item which S4W has requested promptly and reasonably requires in order to carry out the work, and any period during which S4W is not obliged to carry out further work by reason of clause 5A.3. Where the User requests more than three (3) assistants at the same time, S4W may complete them in such order and at such intervals as it reasonably determines, and the time for completing each assistant shall be assessed separately. Time is not of the essence in respect of this clause 5A.2.

5A.3 Where the Tier Schedule states that onboarding assistance is provided for an unlimited number of assistants, that is subject to fair use. Fair use means use reasonably required for the User's own internal business purposes, and does not extend to: (a) building assistants for resale or for the use of a third party, save to the extent expressly permitted in respect of a Permitted Client and subject always to limb (b); (b) volumes consistent with agency, bureau or white-label operation; or (c) the repeated rebuilding or reconfiguration of the same or a substantially similar assistant in substitution for the User's own use of the Platform. Where S4W reasonably considers that the User's requests exceed fair use, S4W shall notify the User and the parties shall discuss the position in good faith; failing agreement within ten (10) Working Days of that notice, S4W may decline further requests under this clause 5A. Pending that agreement, S4W is not obliged to commence work on any request which is the subject of the notice.

5A.4 Requests for changes to an assistant after it has been built and configured are carried out at S4W's discretion and subject to S4W's available resources. Nothing in this clause 5A obliges S4W to provide ongoing configuration, optimisation or management services. An assistant is treated as built and configured for the purposes of this clause 5A when S4W notifies the User that it is available for use within the Platform, and this clause 5A.4 applies to any further request in respect of it from that date.

5A.5 Onboarding assistance is a service in respect of the configuration of the Platform only. S4W gives no warranty, and assumes no obligation, as to any outcome, result, answer rate, conversion rate, lead volume, appointment volume, revenue or other commercial benefit arising from any assistant built or configured under this clause 5A. Clause 9 applies in full to every assistant so built or configured, and the User remains responsible for reviewing and approving its configuration, prompts and content before it is used, and for its compliance with Applicable Law and with Schedule 2. S4W shall perform its obligations under this clause 5A with reasonable care and skill, and shall complete the build and configuration referred to in clause 5A.1 within a reasonable time in accordance with clause 5A.2. Those two obligations correspond respectively to the terms implied by section 13 and section 14 of the Supply of Goods and Services Act 1982, and neither of those implied terms is excluded by this clause 5A.5 or by clause 6.3, save that the reasonable-time obligation operates subject to the commencement and exclusion provisions of clause 5A.2. Save for those two obligations, all other terms implied by statute or common law as to the quality, fitness for purpose, outcome or result of onboarding assistance are excluded to the fullest extent permitted by law. For the purposes of clauses 9 and 17, an assistant built or configured under this clause 5A, and its configuration, prompts and content, are treated as configured and deployed by the User with effect from the date on which the User first uses it.

5A.6 S4W's performance of this clause 5A does not make S4W a controller of any personal data processed through an assistant it has built or configured, and does not alter the allocation of roles set out in clause 14 and in the DPA.

6. AVAILABILITY

6.1 S4W shall use reasonable endeavours to make the Platform available during the Term. S4W does not commit to any specific level of uptime or availability, and no service level agreement, uptime commitment or service credit regime applies to this Agreement.

6.1A Support response targets. S4W aims to provide a first response to a support request submitted through the contact route stated on its website within the period stated for the User's Subscription Tier in the Tier Schedule. Those periods are measured in Business Hours from S4W's receipt of the request. They are targets only: they are not commitments, no service credit, refund or other remedy arises from a failure to meet them, and this clause 6.1A does not limit clause 6.1. A first response is an acknowledgement of, or a substantive reply to, the request; it is not a resolution of it, and S4W gives no commitment as to the time within which any issue will be diagnosed or resolved. Where a Subscription Tier includes a dedicated account manager or a private messaging channel, that manager and that channel are provided as a convenience, may be withdrawn or substituted on notice, and requests submitted through them are subject to the same targets and to this clause 6.1A.

6.2 The User shall notify S4W without undue delay in writing if it becomes aware of any fault or error in the Platform during the Term, or of any material unavailability of the Platform.

6.3 Save to the extent expressly set out in this Agreement, S4W does not give any warranties, conditions, guarantees or other commitments to the User as to the functionality, performance, transmission speeds, latency or accuracy of the Platform and all other warranties, conditions, representations, and terms whether written or oral, express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, including, without limitation, satisfactory quality, fitness for a particular purpose or use, title, interference, reliability, timeliness or security are hereby excluded to the fullest extent permitted by law. For the avoidance of doubt, the User acknowledges and agrees that the Platform has not been specifically designed to meet the User's individual requirements and will not be error-free, uninterrupted or free from unauthorised access (including third party hackers or denial of service attacks).

6.4 The User acknowledges the Platform relies on third-party networks, hosting, and open-source components, and that interruptions, latency and security events may occur beyond S4W's reasonable control.

7. ACCESS AND SECURITY

7.1 Upon the Commencement Date, the individual who completes the sign-up process on behalf of the User shall automatically be designated as an Administrator. An Administrator may invite additional Authorised Users to the Platform at any time during the Term and shall assign each such Authorised User either an Administrator or a Member role. The User may add an unlimited number of Authorised Users to its account during the Term.

7.2 The User:

    (a) may access and use the Platform for and only to the extent required by the Purpose, and subject to clause 5.2, within the features, usage limits, and allowances applicable to the User's then-current Subscription Tier;

    (b) shall notify S4W immediately if it becomes aware of any unauthorised access to or use of the Platform or any other actual or potential breach of security in relation to the Platform and provide such reasonable assistance to S4W with regard to abating such access, use or breach as S4W shall reasonably request;

    (c) shall not share with any third party any username, password, one-time code, authentication credential, API Key, Ingest Endpoint key or other detail that could be used to access the Platform without S4W's prior written consent. The User shall procure that each Authorised User keeps their individual access credentials strictly confidential and does not share them with any other person. Each Authorised User shall immediately report any actual or suspected compromise of their credentials to an Administrator and to S4W;

    (d) shall be responsible for any activities undertaken by any person using the User's or any of its Authorised Users' credentials, API Keys or Ingest Endpoints, except where the User's or the relevant Authorised User's (as applicable) security credentials have been compromised solely as a result of any act and/or omission of S4W, and shall indemnify S4W and keep S4W indemnified in respect of any and all losses, liabilities, claims, demands, damages, costs and expenses (including legal costs and expenses) incurred or suffered by S4W arising out of, or in connection with, such use;

    (e) shall use up-to-date, industry-standard and comprehensive anti-virus software to seek to prevent the introduction of any Malicious Software into the Platform;

    (f) shall not, and shall procure that no Authorised User shall, use the Platform to transfer or knowingly receive any Malicious Software or any material or content that is obscene, offensive, abusive, harassing, indecent, defamatory, discriminatory or which infringes the Intellectual Property Rights of any third party or whose transfer by the User, or receipt by another user of the Platform, would otherwise be unlawful, including under all applicable competition laws;

    (g) shall not, and shall procure that no Authorised User shall, save to the extent permitted by Applicable Law or expressly permitted by clause 5.13(a) or clause 5.14, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to, the Platform or any component part of it; and

    (h) shall maintain the list of Authorised Users held within the Platform so that it is accurate and up to date at all times, and shall promptly remove any individual who ceases to be an Authorised User.

7.3 The User shall permit S4W or S4W's designated auditor to audit the User's records relating to Authorised Users and their access to the Platform in order to verify the identity and credentials of each Authorised User and to audit the User's and each Authorised User's compliance with this Agreement. Each such audit may be conducted no more than twice per calendar year, at S4W's expense, and shall be exercised on not less than five (5) Working Days' prior written notice, remotely, and conducted in a manner so as not to substantially interfere with the User's normal business operations.

7.4 If any audit conducted pursuant to clause 7.3 reveals that access credentials have been provided to, or used by, any individual who is not an Authorised User, then without prejudice to S4W's other rights under this Agreement (including its rights of suspension and termination under clause 11), the User shall immediately disable such credentials and S4W shall not be required to issue replacement credentials to any such individual.

7.5 S4W may require the User to enforce, for its Authorised Users, such security configuration options as S4W makes available within the Platform from time to time, by providing not less than thirty (30) days' written notice except where security urgency requires shorter notice. S4W makes no representation that any particular security control is available within the Platform.

7.6 Nothing in this Agreement shall require the User to access or make use of the Platform whatsoever.

7.7 S4W shall use reasonable endeavours to notify the User's Administrator(s) as soon as reasonably practicable if S4W becomes aware of any unauthorised access or use of the Platform or any other actual or potential breach of security in relation to the Platform that could adversely affect the User's network or systems. The parties' respective obligations in respect of personal data breaches are set out in the DPA.

7.8 The User acknowledges that:

    (a) authorised S4W personnel may access the User's account and the data held within it where necessary to provide support, to investigate a fault, to protect the security or integrity of the Platform, or to comply with Applicable Law or a lawful request of an Authority;

    (b) where an S4W person accesses the Platform by assuming the identity of an Authorised User (account impersonation), a record of that session is retained by S4W. S4W does not presently maintain a record-level access log of individual data reads and gives no undertaking that one is or will be maintained; and

    (c) S4W may make such access records as it holds available to the User on reasonable written request. Retention of those records is dealt with in the DPA.

7.9 S4W may, on reasonable notice, require the User to remediate identified access control deficiencies relating to Authorised Users within three (3) Working Days. Failure to remediate may result in suspension of affected Authorised User accounts.

API Keys and Ingest Endpoints

7.10 Where the User creates, issues or deploys any API Key or Ingest Endpoint:

    (a) the User is solely responsible for all access, use, activity, Platform usage and Fees arising from that API Key or Ingest Endpoint, whether or not that access or use was authorised by the User and whether or not the person submitting the data was known to the User. This includes keys embedded in, or discoverable from, client-side code, web forms, mobile applications, landing pages or any other publicly accessible surface;

    (b) the User acknowledges that an Ingest Endpoint key transmitted in a URL is the sole credential for that endpoint, that it may be visible to any person able to view the source of the page or intercept the request, and that each accepted submission may result in a chargeable call, message or other chargeable activity. The User shall keep API Keys and Ingest Endpoint keys secure, shall rotate or revoke them promptly on any actual or suspected compromise, and shall notify S4W as soon as reasonably practicable of any such compromise;

    (c) S4W may, without liability, suspend, rate-limit, throttle or disable any API Key or Ingest Endpoint where S4W reasonably believes that it is compromised, is being abused, is generating anomalous volume, or is being used in breach of this Agreement or the Acceptable Use Policy. Where reasonably practicable S4W will notify an Administrator before doing so and in any event as soon as reasonably practicable afterwards;

    (d) the User shall not submit, and shall procure that no Authorised User or third party submits, through any API Key, Ingest Endpoint, contact import or other ingestion mechanism: (i) Special Category Data; (ii) personal data relating to criminal convictions or offences; or (iii) payment card, bank account or other payment credential data. The User acknowledges that S4W does not inspect, validate, filter or restrict the categories of data submitted, that submitted fields are transmitted to S4W's AI model providers for the purpose of generating AI-Generated Outputs, and are republished to any endpoint or integration the User configures; and

    (e) a breach of clause 7.10(d) shall be a material breach of this Agreement and is indemnified by the User under clause 17.1.

The User acknowledges that, as at the Effective Date, the Platform applies no rate limit, volume cap, daily submission limit or spend ceiling to Ingest Endpoints, to the embedded chat assistant, or to automatic Credit top-up (other than the trigger and target amounts the User sets and the disabling of automatic top-up after three consecutive failed attempts under clause 10.10(c)), and that S4W gives no undertaking that any such control will be made available. The discretion in clause 7.10(c) is a discretion only and does not oblige S4W to detect, throttle or suspend anomalous volume. The User is responsible for implementing its own controls (including form-level protection, monitoring and key rotation) and remains liable for all Fees arising in accordance with clause 7.10(a).

8. USER INPUTS

8.1 S4W shall process User Inputs solely for: (a) providing, operating, supporting, securing, and improving access to the Platform and S4W's services; and (b) complying with Applicable Law and responding to lawful requests from an Authority.

8.2 S4W may use User Inputs and telemetry relating to their use for service improvement, analytics, and product development, and for developing, training, testing, and enhancing models, features and functionalities of the Platform and S4W's services, provided that any personal data is first irreversibly anonymised such that it is not reasonably capable of re-identification by S4W or by any third party, and that neither the User nor any data subject is identifiable during such use. Data that has been irreversibly anonymised in accordance with this clause 8.2 and clause 2.5 of the DPA is not personal data and falls outside the allocation of controller and processor roles. This clause does not permit S4W to use identifiable Call Participant, Chat Visitor or Message Recipient personal data for its own purposes, and is subject to the documented-instructions provisions of the DPA.

8.3 S4W will implement and maintain an information security programme comprising technical and organisational measures designed to protect User Inputs against unauthorised access, disclosure, alteration or destruction, appropriate to the nature of the data and the risks involved, which S4W reviews periodically. Those measures, and the measures S4W does not currently operate, are described in the DPA.

8.4 S4W will retain User Inputs for the Term to provide the Platform, and thereafter for the periods set out in the DPA. Where no period is stated, User Inputs are retained for the life of the User's account and are deleted on the User's written request or within the period stated in the DPA following termination or expiry of this Agreement. S4W may access, preserve and disclose User Inputs where required to comply with Applicable Law or a lawful request of an Authority, and will, where permitted, provide prior notice to the User and reasonable assistance to limit the scope of disclosure.

8.5 The User is solely responsible for User Inputs, including those submitted by Authorised Users or through any API Key or Ingest Endpoint, and warrants that they: (a) do not infringe any Intellectual Property Rights or other rights of any third party; (b) do not include unlawful, harmful, or otherwise prohibited content; and (c) comply with the Acceptable Use Policy and all Applicable Laws.

8.6 The User grants S4W a non-exclusive, worldwide, royalty-free licence for the Term to host, copy, process, transmit, and display User Inputs as necessary to (a) provide the Platform, (b) ensure security, (c) comply with Applicable Law and lawful requests from an Authority; and, subject to clause 8.2, (d) develop and improve the Platform. Nothing in this Agreement transfers ownership of User Inputs to S4W.

9. AI-GENERATED OUTPUTS AND REGULATORY COMPLIANCE

9.1 As between the parties, all AI-Generated Outputs are owned by the User from the moment of creation. S4W assigns to the User all right, title and interest (including all Intellectual Property Rights) in and to AI-Generated Outputs, to the extent that any such rights vest in S4W by operation of law. Where such assignment is not effective as a matter of law, S4W grants the User, to the extent S4W holds such rights, a perpetual, irrevocable, worldwide, royalty-free, transferable, sub-licensable licence to use, copy, modify, distribute, and exploit such AI-Generated Outputs for any purpose.

9.2 The User grants S4W a non-exclusive, non-transferable licence, sublicensable solely to the Sub-processors listed in Annex D to the DPA for the purpose of providing the Platform, during the Term to use, copy and display AI-Generated Outputs solely to host, copy, process, transmit, and display AI-Generated Outputs as necessary to (a) provide the Platform, (b) ensure security, (c) comply with Applicable Law and lawful requests from an Authority; and, subject to clause 8.2, (d) develop and improve the Platform.

9.3 As between the parties, S4W and/or its licensors own all Intellectual Property Rights in and to the Platform, its underlying models, and system architecture. For the avoidance of doubt, nothing in this Agreement grants the User any Intellectual Property Rights in or to the Platform, its underlying models, or system architecture. The User's ownership of AI-Generated Outputs under clause 9.1 does not confer any rights in the Platform or models that generated them.

9.4 The User shall not (and shall procure that the Authorised Users shall not): (a) use AI-Generated Outputs in breach of Applicable Law or the Acceptable Use Policy; (b) represent AI-Generated Outputs as professional advice, or as being error-free, authoritative, or a substitute for the User's independent judgment; (c) remove or obscure any notices; (d) use AI-Generated Outputs to train, develop or improve any models, systems or services that compete with the Platform; (e) benchmark AI-Generated Outputs against competing products; or (f) permit statements made by AI-Generated Outputs (including AI voice agents during calls and AI chat agents during chat sessions) to be represented as statements of S4W or as independently verified information.

9.5 AI-Generated Outputs may include or rely on third-party or open-source components and licences. S4W provides no warranty or indemnity with respect to such components beyond what those licences provide.

9.6 The User acknowledges that the Platform generates AI-Generated Outputs, including AI-powered voice and chat interactions, call and chat transcripts, summaries and related outputs as part of the User's own operational activities. Such AI-Generated Outputs do not constitute legal, financial, medical, or other professional advice. The User must evaluate and verify AI-Generated Outputs for accuracy, completeness and appropriateness for the User's use case before relying on or acting upon them.

9.7 The User acknowledges that AI-Generated Outputs may be inaccurate, incomplete, or misleading and may not reflect current facts or law, and that the Platform will not be error-free, uninterrupted, or free from unauthorised access.

9.8 Responsibility for AI-Generated Outputs is allocated between the parties as follows:

    (a) the User is responsible for: (i) the accuracy, legality and compliance of all User Inputs, including the content of call scripts, knowledge bases, configuration instructions, and any other materials provided to the Platform by or on behalf of the User; (ii) the deployment decisions made by the User in respect of the Platform, including the use cases for which AI voice and chat agents are deployed and the manner in which they are configured; (iii) any decisions made by the User, its Authorised Users, or any third party in reliance on AI-Generated Outputs; and (iv) ensuring that AI-Generated Outputs are reviewed and verified by the User before being relied upon; and

    (b) S4W is responsible for errors in AI-Generated Outputs that arise directly from a defect, malfunction, or failure of the Platform itself, where such defect is not attributable to the User Inputs, configuration, or deployment decisions. For the avoidance of doubt, the User acknowledges that AI-Generated Outputs are generated dynamically and cannot be reviewed by S4W in advance of each interaction, and that S4W does not warrant the accuracy, completeness or fitness for purpose of any specific AI-Generated Output. Use of AI-Generated Outputs remains subject to the limitations and exclusions in this clause 9.

9.9 S4W reserves the right to monitor access to and use of the Platform, including interactions generating AI-Generated Outputs, to verify compliance with this Agreement, ensure security, and detect misuse.

9.10 S4W may suspend or terminate access where the User misuses AI-Generated Outputs or the Platform, breaches this Agreement or the Acceptable Use Policy, or where suspension is necessary to prevent an imminent threat to security, subject to any investigation and notice requirements set out in this Agreement.

9.11 Regulatory compliance obligations in respect of automated and AI-generated communications are allocated between the parties as follows:

    (a) User warranty. The User warrants, undertakes and represents to S4W on an ongoing basis during the Term that its use and deployment of the Platform, and all calls, messages and chat sessions made, sent, received or handled through it, comply with all Applicable Law, and in particular that:

        (i) it has a valid lawful basis under the UK GDPR, and where required the consent required by PECR, for every telephone number dialled, every number messaged, and every individual contacted through the Platform, and it maintains records evidencing that basis or consent;

        (ii) it complies with regulation 6 of PECR (storage of and access to information on terminal equipment, including in respect of the identifier written by the embedded chat assistant to a visitor's browser local storage), regulation 19 of PECR (automated calling systems), and regulations 21, 21A, 21B, 22 and 23 of PECR (unsolicited calls, texts and electronic mail), and that it screens every United Kingdom number to which it makes a direct marketing call against the Telephone Preference Service register and, where the number is a corporate subscriber number, the Corporate Telephone Preference Service register, and screens every number against its own do-not-call and suppression records, in each case before dialling or messaging and using its own screening arrangements;

        (iii) it calls and messages only during lawful and reasonable hours for the recipient's jurisdiction, does not make repeated or persistent calls or messages to the same individual such as to amount to persistent misuse of an electronic communications network or service within the meaning of section 128 of the Communications Act 2003, and complies with Ofcom's guidance on the persistent misuse of an electronic communications network or service (including in relation to abandoned and silent calls, calling line identification and the presentation of a valid return number);

        (iv) it promptly records and honours every opt-out, objection, withdrawal of consent and do-not-call request received by any means, including during a call or chat session, and suppresses the relevant individual from all further contact through the Platform;

        (v) it informs Call Participants, Chat Visitors and Message Recipients, where required by Applicable Law, that they are communicating with an automated or AI agent and not with a natural person, and provides a route to a human operator where required to do so;

        (vi) it gives every notification and obtains every consent required by Applicable Law in respect of the recording, transcription and monitoring of calls and chat sessions, as required by clause 5.11(d);

        (vii) it complies with Articles 5, 6, 12, 13, 14 and 22 of the UK GDPR (and the equivalent provisions of the EU GDPR where applicable) in respect of all individuals whose personal data it processes through the Platform, including by providing the transparency information required of it as controller;

        (viii) every contact list, lead list, database or file it uploads to, or ingests into, the Platform was lawfully obtained, is accurate and current, and may lawfully be used for the purpose for which the User deploys it; and

        (ix) where applicable, it complies with any obligation applicable to it as a deployer of AI systems under the EU AI Act or equivalent legislation in any applicable jurisdiction.

        The User acknowledges that the Platform does not, as at the Effective Date, provide TPS or CTPS screening, a suppression or do-not-call register, a consent record, a minimum or maximum calling-hours restriction, a cap on repeat contact attempts, or any enforced AI or recording disclosure, and that the User must therefore implement each of these itself. Any calling-window, retry or scheduling control offered within the Platform is a convenience only, is configured entirely by the User, and does not constitute a regulatory control.

    (b) S4W acknowledges that, as the provider of the Platform, it may have direct regulatory obligations under the EU AI Act and equivalent legislation that attach to it as a provider of AI systems and that cannot be transferred to Users by contract. S4W shall be responsible for ensuring that the Platform itself meets any applicable provider-level obligations under such legislation, including obligations relating to transparency, technical documentation, accuracy, robustness, and conformity assessment where required. S4W shall not seek to rely on any provision of this Agreement to avoid or limit its own direct regulatory obligations as a platform provider. Nothing in this clause 9.11(b) affects or disapplies the exclusions and limitations of liability in clause 17, which apply to all liability of S4W arising under or in connection with this Agreement.

    (c) Each party shall cooperate with the other in good faith to facilitate mutual compliance with applicable AI and communications regulation, including by providing reasonable information about the Platform's capabilities, limitations, and risk classification upon request.

    (d) Indemnity. The User shall indemnify, keep indemnified and hold harmless S4W, its Affiliates and their respective directors, officers, employees, agents and subcontractors from and against all losses, liabilities, damages, fines, penalties, costs and expenses (including all legal and other professional costs and expenses on a full indemnity basis) suffered or incurred by any of them arising out of or in connection with any breach of the warranty in clause 9.11(a), including any investigation, enforcement action, monetary penalty, enforcement notice, complaint or claim brought by the Information Commissioner's Office, Ofcom, any other Authority, or any individual, in respect of calls, messages or chat sessions made, sent, received or handled by or on behalf of the User through the Platform. This indemnity is subject to clause 9.11(b) and does not extend to any liability arising from S4W's own non-delegable provider-level regulatory obligations.

10. FEES AND CREDITS

10.1 In consideration of S4W providing the User with access to, and use of, the Platform during the Term, the User shall pay the Fees to S4W in accordance with this clause 10. Subscription Fees are calculated on a per-company basis by reference to the Subscription Tier selected by the User. All Fees are non-refundable except as expressly stated in this Agreement (including clauses 10.12, 11.1 and 19.1, and clause 5.5.4 of the DPA) or as required by Applicable Law.

10.2 All Fees are exclusive of value added tax and any other applicable sales, use or equivalent taxes. Where any such tax is chargeable, it shall be payable by the User to S4W (or to the Payment Agent on S4W's behalf) in addition to the Fees at the prevailing rate. The User acknowledges that where S4W or the Payment Agent becomes registered for value added tax, or where a registration takes effect from a date earlier than the date of registration, value added tax will be added to Fees from the effective date of that registration, and that this is not an increase in Fees for the purposes of clause 10.4 or clause 19.1.

10.3 S4W may introduce Fees for optional features or changes required by law at any time on thirty (30) days' notice.

10.4 S4W may update the Tier Schedule, and the features, usage limits, and Fees applicable to each Subscription Tier and Add-On at any time, subject to not less than thirty (30) days' notice before any increase in Fees or before any material reduction in features or usage limits, in each case applicable to the User's then-current Subscription Tier or Add-On takes effect, and with any such increase or material reduction to take effect from the start of the first monthly billing period commencing after expiry of the notice period. Any such change that the User considers materially detrimental may be objected to in accordance with clause 19.1.

10.5 Payment mechanics.

    (a) All payments under this Agreement are processed by S4W's then-current designated third-party payment provider (the "Payment Provider"), through the Payment Agent as merchant of record. S4W will identify the Payment Provider within the Platform at the point of checkout. S4W may use different Payment Providers for different cohorts of Users, including during a migration between providers, and the identity of the Payment Provider applicable to a particular User is that notified to that User within the Platform.

    (b) The User must provide and maintain a valid payment method within the Platform at all times. By providing a payment method the User authorises S4W, the Payment Agent and the Payment Provider to charge that payment method on a recurring basis, without further authorisation from the User at the point of each charge, for all Fees falling due under this Agreement.

    (c) Subscription Fees, Add-On Fees and Recurring Item Fees are charged in advance to the payment method held on file at the start of each monthly billing period. Overage Fees are settled from the Credit balance in accordance with clause 10.10. There is no invoice credit period: Fees are due and are charged automatically on the applicable charge date.

    (d) A receipt or invoice in respect of each charge is made available to the User within the Platform or by the Payment Provider. Where value added tax is chargeable, that document will be a valid VAT invoice.

    (e) S4W may change the Payment Provider: (i) in the ordinary course, on not less than thirty (30) days' written notice to the User, such change to take effect from the start of the next monthly billing period following expiry of the notice period; or (ii) immediately, where the existing Payment Provider is or becomes unavailable, unable to process payments, suspended, or otherwise unable to fulfil its payment processing function, in which case S4W shall notify the User as soon as reasonably practicable and the User shall comply with any alternative payment instructions within five (5) Working Days of receiving such notice.

    (f) Amounts are payable without set-off or counterclaim, except that S4W may set off sums it owes the User against sums due to S4W.

10.6 Where S4W identifies that the User has been invoiced at an incorrect Subscription Fee level, has accessed a Subscription Tier or features beyond those applicable to the User's then-current Subscription Tier (including through API access or third-party integrations that bypass platform controls) or has otherwise underpaid Subscription Fees, S4W may invoice true-up Subscription Fees for the relevant then-current billing period and up to twelve (12) preceding monthly billing periods, calculated at the rates applicable to the Subscription Tier that would have applied to the User's actual usage. For the avoidance of doubt, this clause does not apply to Overage Fees, which are settled in real time via the User's Credit balance in accordance with clause 10.10.

10.7 Upgrades. The User may upgrade to a higher Subscription Tier at any time during the Term by notifying S4W via the Platform. Upon upgrade:

    (a) the upgrade is applied to the User's existing subscription and takes effect immediately;

    (b) the User is charged the prorated difference between the Subscription Fee for the previous Subscription Tier and the Subscription Fee for the upgraded Subscription Tier for the remainder of the then-current billing period, that calculation taking account of the unused portion of the Subscription Fee already paid for the previous Subscription Tier over that remainder;

    (c) the full Subscription Fee for the upgraded Subscription Tier applies from the start of the next monthly billing period;

    (d) any Credit balance held by the User at the date of upgrade shall not be affected by the upgrade; and

    (e) where the charge referred to in sub-clause (b) is declined or otherwise fails, the upgrade does not take effect and the amount remains outstanding and open for collection until paid or cancelled by S4W.

10.8 Downgrades. The User may at any time request a downgrade to a lower Subscription Tier via the Platform. Downgrades take effect at the start of the next monthly billing period. No refund is payable in respect of the current billing period on a downgrade. Any Credit balance held by the User at the date of downgrade shall not be affected by the downgrade. Only one pending scheduled change (whether to the Subscription Tier or to an Add-On) may be in effect at any time. A further request of the same type replaces the change already scheduled; where a pending change of a different type exists, the User must cancel that change before scheduling a new one.

Where the User downgrades to the PAYG Tier, any Telephone Number then provisioned to the User continues to be provided and is charged, with effect from the date the downgrade takes effect, as a Recurring Item Fee at the rate set out in the Tier Schedule. Clause 5.12(c) governs the position if the User subsequently moves to a Subscription Tier under which a Telephone Number is included. The User must maintain a valid payment method for so long as any Telephone Number remains provisioned to it.

10.9 Failed and late payment. Where a charge to the User's payment method fails:

    (a) S4W (through the Payment Provider) will re-attempt the charge over a retry window. During that window S4W may pause outbound campaigns and other outbound activity while continuing to make inbound answering available;

    (b) if the amount remains unpaid at the end of the retry window, S4W may suspend the User's access, and may cancel the subscription, in each case under clause 11.5, with the consequences for Telephone Numbers set out in clause 5.12(e); and

    (c) without prejudice to any other remedy available to S4W under this Agreement or at law, if any amount which is due and payable under this Agreement to S4W is not paid by the User on or before the due date for payment, the User shall be liable to pay interest to S4W on the outstanding sum from the relevant due date for payment until the date of actual payment in full (both before and after any judgment) at the rate of four per cent (4%) above the published Bank of England base rate for the period in question, calculated in arrears on a daily basis, and compounded monthly. S4W may recover all reasonable costs of collection in addition to interest.

10.10 Credit. S4W operates a Credit system within the Platform by which Overage Fees and other usage charges are deducted from the User's Credit balance. Different Subscription Tiers attract different rates, as set out in the Tier Schedule. The following provisions govern the Credit system:

    (a) each new User is granted an initial Credit balance in the amount set out in the Tier Schedule in the User's relevant billing currency;

    (b) the User may top up its Credit balance at any time during the Term by purchasing additional Credit via the Platform. All payments for Credit top-ups are processed in accordance with clause 10.5;

    (c) the User may configure automatic Credit top-ups within the Platform, whereby additional Credit is purchased automatically when the User's Credit balance falls below a trigger threshold set by the User, up to a target amount set by the User. It is the User's responsibility to configure and maintain any automatic top-up settings, and to ensure a valid payment method is saved at all times on the Platform, or with the Payment Provider or such alternative payment provider as S4W may notify to the User from time to time in accordance with clause 10.5 (as applicable). Where the User has configured automatic Credit top-ups, S4W may initiate a merchant-initiated transaction against the payment method saved by the User, without requiring further action from the User at the point of each top-up. The User consents to such transactions by configuring automatic top-ups on the Platform. Automatic top-up is disabled automatically after three (3) consecutive failed attempts. S4W will make a record of each automatic top-up transaction available to the User within the Platform and will notify the User by email where a transaction fails;

    (d) Overage Fees and other usage charges are deducted from the User's Credit balance automatically at the point the relevant usage is metered (including, in the case of a call, at the point the call ends). The User acknowledges that:

        (i) subject to clause 4.4, where the Credit balance is zero or insufficient, S4W may suspend the User's access to calling functionality and any other Platform functionality until the Credit balance is replenished in accordance with sub-clause (b) or (c) above;

        (ii) where messaging is enabled for the User's account, messaging usage is debited from the Credit balance even where that takes the balance below zero, and where the balance is negative S4W may block calling and other outbound functionality until the balance is restored to zero or above;

        (iii) where usage charges have been incurred but could not be settled from the Credit balance, they remain due and S4W may recover them by debiting them against the next successful top-up or by charging them to the User's payment method; and

        (iv) any suspension under this sub-clause (d) shall not constitute a termination of this Agreement for the purposes of clause 12 or a breach of S4W's obligations under this Agreement. S4W shall have no liability for any interruption to a call, chat session or message, or loss of functionality, arising from an insufficient or negative Credit balance;

    (e) Credit is not refundable in cash. Credit has no expiry date and does not lapse through the passage of time or through dormancy of the account. A Credit balance is not extinguished by cancellation of a subscription, or by termination or expiry of this Agreement: any unused Credit balance survives and remains available to the User if and when the User resubscribes to the Platform using the same account. Any unused Credit balance is forfeited only on closure of the User's account, at which point no refund is payable in respect of it, except as expressly required by Applicable Law or as provided in clause 10.12.

10.11 S4W shall not be liable for any failure, delay, error, or interruption in payment processing caused by the acts or omissions of the Payment Agent, the Payment Provider or any substitute payment provider, provided that S4W has taken reasonable steps to procure the provision of a functioning payment mechanism and has notified the User of any change to the Payment Provider or payment method in accordance with clause 10.5. S4W shall have no liability for any interruption to the User's Credit balance, access to calling functionality, or any other consequence arising from a failed payment, including where failure results from an expired, cancelled, invalid, or otherwise declined payment method of the User.

10.12 Billing queries and corrections. If the User believes that it has been charged incorrectly, it may raise a billing query with S4W by writing to hello@s4w.com within sixty (60) days of the date of the relevant charge. S4W will investigate the query and respond within a reasonable period. Where S4W determines that a charge was made in error, or that a Credit debit was applied incorrectly, S4W will correct the error by refunding the amount to the payment method used, or by crediting the User's Credit balance, at S4W's reasonable election having regard to the nature of the charge. Nothing in clause 10.1 or clause 10.10(e) prevents or limits a correction under this clause 10.12. This clause does not affect any right the User may have under Applicable Law.

11. TERMINATION AND SUSPENSION

11.1 S4W may terminate for convenience at any time on not less than thirty (30) days' written notice, in which case S4W's sole liability to the User shall be to refund a pro-rata portion of any Subscription Fees, Add-On Fees and Recurring Item Fees prepaid by the User in respect of the unexpired portion of the then-current billing period, calculated from the effective date of termination to the end of that billing period. The User may terminate this Agreement for convenience at any time by giving notice to S4W via the Platform before the end of the then-current monthly billing period. Such termination shall take effect at the end of the monthly billing period in which notice is given. The User's attention is drawn to clause 5.12(e) (release of Telephone Numbers).

11.2 Either party may terminate this Agreement:

    (a) immediately, by notice in writing to the other party where that party is in material breach of any of its obligations under this Agreement (save for payment obligations which shall be governed by clause 11.3) if such breach is not capable of remedy or, where such breach is capable of remedy, where that party fails to remedy the breach within ten (10) Working Days of being notified of the breach in writing;

    (b) by notice in writing to the other party where that party becomes or is declared insolvent, has a liquidator, receiver or administrative receiver appointed or passes a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction) or if a court having proper authority makes an order to that effect, enters into administration, is the subject of an administrative order or proposes to or enters into any voluntary arrangement with its creditors in the context of a potential liquidation or any events or circumstances analogous to any of the events described in this clause 11.2(b) occur in any applicable jurisdiction.

11.3 S4W may terminate this Agreement immediately by notice in writing to the User:

    (a) where the User fails to pay to S4W any amount due and payable to S4W under this Agreement on or before the due date for payment;

    (b) if, in S4W's reasonable opinion, it is required to prevent any imminent threat to the security of the Platform;

    (c) if S4W has reasonable suspicions that the User is misusing the Platform or is in breach of Applicable Law;

    (d) if S4W has reasonably determined in good faith that such User's continuing use of the Platform would, or could reasonably be expected to, result in adverse legal, financial, regulatory or reputational consequences for S4W or any of its shareholders;

    (e) if a Force Majeure Event affecting the Platform continues for thirty (30) consecutive days; or

    (f) if S4W determines continued access could reasonably be expected to cause material reputational harm, legal or regulatory exposure, or breach of applicable sanctions.

11.4 S4W agrees that prior to executing its rights under clauses 11.3(a), 11.3(b) or 11.3(c), S4W will first suspend the User's access to, and use of, the Platform pursuant to (in the case of a termination right in favour of S4W arising under clause 11.3(a)) clause 11.5 and (in the case of a termination right in favour of S4W arising under clauses 11.3(b) or 11.3(c)) clause 11.6, to enable the User to resubscribe or to permit S4W to conduct an investigation as to whether such termination rights should be exercised (as applicable).

11.5 Where a termination right in favour of S4W arises under clause 11.3(a) S4W shall notify the User by email at the email address registered to an Administrator account. S4W may suspend the User's access to, and use of, the Platform pending payment, and may cancel the User's subscription immediately upon such notification, at which point the User's access to the Platform shall cease. The User may resubscribe at any time following such cancellation by logging into the Platform and completing the resubscription process, following which access shall be reinstated upon receipt of cleared payment. For the avoidance of doubt, cancellation of a subscription pursuant to this clause 11.5 does not constitute termination of the Agreement for the purposes of clause 12, and the consequences upon termination set out in clause 12 shall not apply, save that clause 12.1(i) (Export Window) shall apply on cancellation under this clause 11.5 as if this Agreement had terminated on the date of cancellation, and the User's right to request the return of Personal Data under clause 5.6.2 of the DPA applies accordingly. The rights of S4W to suspend or to cancel under this clause 11.5 shall be without prejudice to S4W's right to terminate this Agreement under clause 11.3 instead of, or following, any suspension or cancellation under this clause 11.5.

11.6 In any of the circumstances specified in clause 11.3 (other than 11.3(a)), S4W may suspend the User's (or any Authorised User's) access to, and use of, the Platform for such period as S4W may reasonably determine to be necessary in order to investigate and, if reasonably practical, abate such matter. Wherever reasonably possible, S4W shall provide the User with prior notice of any such suspension and where not reasonably possible, S4W shall notify the User as soon as reasonably practicable after any such suspension. S4W shall use reasonable efforts to ensure that any suspension shall be narrowly tailored and time-limited to what is necessary in S4W's reasonable opinion to address the relevant issue. The rights of S4W to suspend the User's access to, and use of, the Platform shall be without prejudice to S4W's right to terminate this Agreement under clause 11.3 instead of, or following, any suspension under this clause 11.6. Notwithstanding the foregoing, S4W will, where reasonably practicable, tailor any suspension to specific Authorised Users, functions, or integrations implicated in the relevant issue, to minimise impact on compliant Authorised Users.

11.7 The User shall promptly cooperate with S4W to suspend or disable any Authorised User reasonably suspected of misuse or security compromise.

11.8 Subject to clauses 12.1(i), 12.7 and 12.8, on termination of this Agreement for any reason the User's rights under this Agreement will immediately terminate, including but not limited to the right to access and make use of the Platform.

12. CONSEQUENCES UPON TERMINATION

12.1 Immediately upon expiry or termination of the Agreement for any reason:

    (a) the User's right to access and use the Platform and any related services shall immediately cease. S4W may disable all User credentials (and all Authorised User credentials, API Keys, Ingest Endpoints and access tokens associated with that User's account) and suspend or discontinue any further processing of User Inputs, subject to the provisions of this clause 12 and to clause 12.1(i);

    (b) subject to clause 12.1(i), the User shall not access or attempt to access the Platform for any operational purpose, and shall not scrape the Platform, circumvent or attempt to circumvent any access control, or use the Platform to make or receive any call, message or chat session. Any licences or permissions granted to the User under the Agreement (other than those which by their terms survive) shall automatically terminate. Any continued access provided by S4W beyond the Export Window, if any, shall be strictly at S4W's discretion, may be withdrawn at any time, and shall not constitute a waiver of S4W's rights. The User shall procure that all its Authorised Users cease all access to and use of the Platform upon expiry of the Export Window, and shall revoke all Authorised User credentials, access tokens, API Keys, Ingest Endpoints and third-party integration permissions within two (2) Working Days of expiry of the Export Window;

    (c) the User shall promptly cease use of, and within five (5) Working Days either return to S4W or securely destroy, all Confidential Information and Intellectual Property of S4W, including any documentation, software, credentials, and any materials provided by S4W that are identified as S4W-owned or confidential. This obligation does not extend to AI-Generated Outputs owned by the User under clause 9.1, nor to the User's own User Inputs. The User's obligations under this clause extend to all S4W Confidential Information and Intellectual Property Rights in the possession or control of any Authorised User, whether held on personal or corporate devices. The User shall procure the return or destruction of all such information by each Authorised User. Promptly upon request by S4W, an authorised representative of the User shall certify any destruction of information under this clause;

    (d) the User shall, within five (5) Working Days of a written request by S4W (or such period as the parties agree), securely delete all copies of material exported from the Platform to the extent (and only to the extent) that it contains or is derived from S4W's Confidential Information or trade secrets, save where retention is required by Applicable Law and as otherwise set out in clause 12.1(f). For the avoidance of doubt, this sub-clause does not require the User to delete User Inputs or AI-Generated Outputs owned by the User, which the User may be required to retain in order to discharge its own obligations as a data controller;

    (e) the obligation in clause 12.1(d) extends to all copies in the possession or control of any Authorised User, and the User shall procure the deletion of all such copies by each Authorised User. Where retention is required, the User shall continue to protect such materials in accordance with confidentiality and security obligations no less protective than those set out in the Agreement and shall delete them as soon as legally permissible;

    (f) following termination or expiry of this Agreement, and at any time on the User's request, S4W will handle the return, deletion and retention of User Inputs (including any backups) in accordance with this Agreement and personal data in accordance with the DPA, which shall govern to the extent applicable;

    (g) S4W may continue to use AI-Generated Outputs but only in anonymised aggregated form such that the User, and any individuals, are not identifiable. S4W shall not use AI-Generated Outputs after termination for any purpose that would constitute use of the User's Confidential Information in breach of clause 13, including without limitation use of User Inputs that contain or are derived from commercially sensitive information about the User's business operations, customers, or strategies, save where such information has been irreversibly anonymised. For the avoidance of doubt, termination of this Agreement does not transfer ownership of AI-Generated Outputs to S4W, and S4W shall have no right to use, copy, modify, distribute or exploit AI-Generated Outputs after termination except in anonymised aggregated form in accordance with the first sentence of this clause 12.1(g) and clause 8.2;

    (h) save where (i) the User terminates this Agreement in accordance with clause 19.1, (ii) the User terminates part of the products and services in accordance with clause 5.5.4 of the DPA, (iii) S4W terminates this Agreement pursuant to clause 11.1, or (iv) a correction falls to be made under clause 10.12, the User shall not be entitled to any refund of the Fees;

    (i) Export Window. Save where this Agreement is terminated by S4W under clause 11.2(a), 11.3(b), 11.3(c), 11.3(d) or 11.3(f), S4W shall for a period of thirty (30) days following the effective date of expiry or termination (the "Export Window") make available to the User such export functionality as the Platform provides from time to time, for the sole purpose of enabling the User to export the User Inputs and AI-Generated Outputs then held within the Platform. Access during the Export Window is limited to export and is provided subject to clause 12.4. The User acknowledges that the Platform's export functionality does not extend to every category of data held and that S4W is under no obligation to develop export functionality for any category not already supported. After expiry of the Export Window, S4W may disable all access and shall handle the User Inputs in accordance with clause 12.1(f). This clause does not affect the User's right to request return of Personal Data under clause 5.6.2 of the DPA, which applies however this Agreement is terminated; and

    (j) Credit. Any unused Credit balance is dealt with in accordance with clause 10.10(e).

12.2 Nothing in this Agreement obliges S4W to maintain the Platform or provide ongoing access to any AI-Generated Outputs after termination, save as expressly set out in this clause 12.

12.3 To the fullest extent permitted by law, S4W shall have no liability to the User for any loss, corruption, deletion, unavailability, delay, or failure affecting User Inputs, or AI-Generated Outputs occurring after termination, including arising from account closure, access disablement, or retention and deletion in accordance with this clause.

12.4 S4W provides any post-termination access or exports "as is" and without warranties of any kind, whether express or implied, including any warranties of accuracy, completeness, non-infringement, satisfactory quality, or fitness for a particular purpose. S4W does not warrant that any post-termination access or export will be uninterrupted, secure, or error-free, or that any data or outputs will be recoverable.

12.5 The User shall provide reasonable cooperation, and shall procure the cooperation of each Authorised User, to facilitate secure wind-down, including revocation of third-party access tokens, removal of integrations, and confirmation of administrator contacts for closure. S4W may charge at its then-current professional services rates, as notified to the User in writing before the assistance is provided, for reasonable termination assistance requested by the User beyond any statutory obligations and beyond the export functionality made available under clause 12.1(i).

12.6 Termination shall not affect the User's obligation to pay all Fees and charges accrued prior to termination, any agreed termination assistance fees, and any taxes. The User shall not withhold, set off, or counterclaim against any amounts due by reason of termination or alleged post-termination issues. Interest shall accrue on late payments in accordance with clause 10.9(c).

12.7 The following provisions shall survive termination or expiry of this Agreement for any reason: clause 1.5 (Scope), clause 2 (Definitions and interpretation), clause 4.9 (PAYG liability cap), clause 5.11 (Call recording, in respect of recordings made before termination), clause 5.12(e) and (f) (Telephone Numbers), clause 5.13(a) (removal of the chat assistant embed code), clause 5.14 (removal of the Web Call embed code), clause 5A.5 and clause 5A.6 (in each case in respect of assistants built or configured before termination), clause 8 (User Inputs), clause 9 (AI-Generated Outputs and regulatory compliance), clause 10 (Fees and Credits, in respect of accrued and unpaid amounts, clause 10.10(e) and clause 10.12), clause 12 (Consequences upon termination), clause 13 (Confidential Information), clause 14 (Data protection), clause 15 (Intellectual Property), clause 16 (Anti-bribery and corruption), clause 17 (Indemnity and liability), clause 18 (Notices), clause 20 (Miscellaneous), clause 21 (Governing law and jurisdiction), Schedule 1, Schedule 2 (in respect of acts and omissions occurring before termination), the Tier Schedule (in respect of accrued and unpaid amounts), together with any other clauses and schedules which by their nature are intended to survive termination of this Agreement.

12.8 Termination of this Agreement shall be without prejudice to any rights which may have accrued up to the date of such termination.

13. CONFIDENTIAL INFORMATION

13.1 Each party undertakes to the other party:

    (a) to keep all Confidential Information strictly confidential;

    (b) subject to clause 13.2, not to disclose the Confidential Information in whole or in part to any third party;

    (c) to use the Confidential Information solely for the Purpose and not otherwise for its own benefit or the benefit of any third party; and

    (d) except as permitted by clause 13.2, not to copy or reproduce any Confidential Information except as may be reasonably necessary for the Purpose or which is automatically archived or backed up by that party's systems. For the avoidance of doubt, each party shall continue to be bound by the obligations under this clause 13, including clauses 13.1(a) to (c), in respect of any Confidential Information which is automatically archived or backed up.

13.2 Each party may disclose the Confidential Information referred to in clause 13.1:

    (a) to its Affiliates and such of its and its Affiliates' employees, directors, officers, agents, professional advisers and subcontractors as have a legitimate need to know or see the same for the Purpose. Each party will ensure that any employee, director, officer, agent, professional adviser or subcontractor to whom a disclosure is made is subject to equivalent obligations of confidentiality as those that bind the party under this clause. Each party shall be liable for the acts and omissions of such employees, directors, officers, agents, professional advisers and subcontractors that lead to a breach of that party's obligations under this clause 13; or

    (b) in compliance with the legal requirements of an Authority, or as otherwise required by law or regulation, provided that: (i) the party to which the Confidential Information relates has been notified by the party intending to disclose it of the intended disclosure prior to the disclosure taking place (where permitted to do so); and (ii) the party intending to disclose the Confidential Information (where permitted to notify in accordance with clause 13.2(b)(i)) has provided such assistance as has been reasonably requested by the party to which the Confidential Information relates in order to restrict the scope of the intended disclosure to the maximum extent.

13.3 The obligations of confidentiality under this Agreement shall not apply (or shall cease to apply as the case may be) to any Confidential Information:

    (a) which becomes public knowledge other than as a result of a breach of this Agreement;

    (b) already in the receiving party's possession without an obligation of confidentiality prior to disclosure by the disclosing party in connection with this Agreement;

    (c) lawfully obtained by the receiving party without any obligation of confidentiality from a third party who was entitled to disclose it; or

    (d) which the receiving party can demonstrate was independently created by the receiving party without the use of any of the disclosing party's Confidential Information.

13.4 Following a party's written request (the "Requesting Party") or termination of this Agreement for any reason, the other party (the "Relevant Party") shall as soon as reasonably practicable (and in any event within five (5) Working Days) return to the Requesting Party or, if requested by the Requesting Party, securely destroy (including without limitation by erasing any electronically held information stored on magnetic media) all Confidential Information, or such portion of that Confidential Information as is specified by the Requesting Party, in the Relevant Party's possession or control that relates to, or was disclosed to the Relevant Party by or obtained by the Relevant Party from, the Requesting Party, save to the extent it is required to be retained by Applicable Law or which is automatically archived and/or backed up by the Relevant Party's systems in a manner that the retrieval and return or destruction of such Confidential Information would not be technically feasible or would require an unreasonable expenditure of costs or resources by the Relevant Party. For the avoidance of doubt, the Relevant Party shall continue to be bound by the obligations of confidentiality under this Agreement in the event that such Confidential Information is not retrieved, returned or destroyed. If requested in writing by the Requesting Party, the Relevant Party shall provide a written confirmation signed by a duly authorised representative of the Relevant Party confirming that the Relevant Party has returned or securely destroyed such Confidential Information, or if some or all of such Confidential Information has not been returned or securely destroyed, the Relevant Party shall provide reasonable written details of that Confidential Information and the reasons for such failure to return or securely destroy.

13.5 Nothing in this Agreement shall require either party to disclose any of its Confidential Information to the other party.

13.6 Nothing prevents the receiving party from using information retained in unaided memory by individuals who had access to Confidential Information in accordance with this Agreement, provided such information does not include source code, personal data, or information intentionally memorised for circumvention.

13.7 The parties acknowledge that unauthorised disclosure may cause irreparable harm and that the non-breaching party may seek injunctive or equitable relief.

13.8 The disclosing party shall reimburse the receiving party's reasonable costs of compiling and producing disclosures required by an Authority where the disclosure relates to the disclosing party's activities.

13.9 The User shall ensure that each Authorised User is made aware of and complies with the confidentiality obligations in this clause 13, and the User shall be liable for any breach of this clause 13 by an Authorised User as if such breach were the User's own.

14. DATA PROTECTION

14.1 To the extent that S4W processes personal data on behalf of the User in connection with the provision of the Platform, the terms of the Data Protection Addendum published at https://s4w.com/yourcalls/dpa shall apply. To the extent that S4W processes personal data on behalf of the User in connection with the provision of the Automation Services, the terms of the S4W Data Processing Addendum published at https://s4w.com/dpa shall apply. The DPA forms part of and is incorporated into this Agreement and comes into force on the Commencement Date. The DPA and this Agreement are interdependent and cannot be terminated separately. This does not prevent the partial termination of affected functionality under clause 5.5.4 of the Data Protection Addendum published at https://s4w.com/yourcalls/dpa.

14.2 In case of any conflict between the terms of this Agreement and the DPA with respect to the processing of personal data, the terms of the DPA shall prevail. In respect of all other matters, this Agreement prevails.

15. INTELLECTUAL PROPERTY

15.1 Subject to clause 9.1, nothing in this Agreement shall effect the transfer of any Intellectual Property Rights from one party to the other party. For the avoidance of doubt and subject always to clause 9.1, the User shall not under any circumstances have or be entitled to hold any Intellectual Property Rights in the Platform or in any S4W Confidential Information transferred via or relating to the Platform, or any Intellectual Property Rights in the Platform created through any access or use of the Platform by the User whatsoever. This clause 15.1 does not apply to, and does not derogate from the User's ownership of, AI-Generated Outputs or User Inputs.

15.2 Subject to clauses 17.4 and 17.5 and subject always to the User's strict compliance with the terms and conditions of this Agreement, S4W undertakes at its own expense to defend the User or, at its option, settle any claim by a third party that the User's use of the Platform infringes that third party's Intellectual Property Rights and shall be responsible for any reasonable damages, costs and expenses awarded against the User as a result of or in connection with any such claim.

15.3 If any third party makes a claim as referred to in clause 15.2, or notifies an intention to make such a claim against the User, S4W's obligations under clause 15.2 are conditional on the User:

    (a) as soon as reasonably practicable, giving written notice of the claim to S4W, specifying the nature of the claim in reasonable detail;

    (b) not making an admission of liability, agreement or compromise in relation to the claim without the prior written consent of S4W (such consent not to be unreasonably conditioned, withheld or delayed);

    (c) giving S4W and its professional advisers prompt and reasonable access to any relevant documents and records within the User's power or control to examine and take copies of them and where reasonably requested, access to the User's officers, directors, employees, agents, representatives or advisers, in each case, for the purpose of assessing, defending and/or settling the claim; and

    (d) taking such action as S4W may reasonably request to avoid, dispute, compromise or defend the claim.

16. ANTI-BRIBERY AND CORRUPTION

16.1 Each party shall during the Term:

    (a) comply with all Applicable Anti-Bribery Laws, Anti-Money Laundering Laws and Sanctions Laws;

    (b) implement and maintain adequate procedures designed to promote and achieve compliance with Applicable Anti-Bribery Laws, Anti-Money Laundering Laws and Sanctions Laws;

    (c) where permitted by law, promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with its access to and/or use of the Platform or, in respect of S4W, the management and operation of the Platform;

    (d) if requested by the other party and where permitted by law, provide the other party with any reasonable assistance, at the other party's reasonable cost, to enable the other party to perform any activity required by any Authority for the purpose of compliance with any Applicable Anti-Bribery Laws to the extent that such compliance relates to the use of, or access to, the Platform; and

    (e) at the other party's reasonable request confirm in writing that it has complied with its obligations under this clause 16 and provide any information reasonably requested by the other party in support of such compliance.

16.2 Each party warrants and represents on an ongoing basis during the Term that it:

    (a) has not been convicted of violating any Applicable Anti-Bribery Laws or any offence involving corruption, fraud or dishonesty; and

    (b) so far as it is aware, has not been and is not the subject of any investigation, inquiry or enforcement proceedings by any Authority regarding any offence or alleged offence under any Applicable Anti-Bribery Law.

16.3 Breach of this clause 16 shall be deemed a material breach of this Agreement, which is not capable of remedy for the purposes of clause 11.2(a).

16.4 Each party shall indemnify and keep indemnified the other party from and against any and all losses, liabilities, costs (including legal costs and VAT), charges, expenses, actions, procedures, claims, demands and damages (including the amount of damages awarded by a court of competent jurisdiction) suffered and/or incurred by the other party arising out of or in connection with any failure by it (or, in the case of the User, any Authorised User) to comply with this clause 16.

16.5 S4W may on reasonable notice audit the User's relevant records and controls solely to verify compliance with this clause 16.

16.6 S4W may suspend access immediately if the User, any beneficial owner or any Authorised User appears on applicable sanctions lists or there is credible suspicion of breach of Sanctions Laws.

17. INDEMNITY AND LIABILITY

17.1 The User shall indemnify, keep indemnified and hold harmless S4W, its Affiliates and their respective directors, officers, employees, agents and subcontractors from and against all losses, liabilities, damages, fines, penalties, costs and expenses (including all legal and other professional costs and expenses on a full indemnity basis) suffered or incurred by any of them arising out of or in connection with:

    (a) any claim, demand, action or proceeding by any third party (including any Authority) relating to or arising from the User's or any Authorised User's provision, use, handling, storage, processing, transfer or other exploitation of User Inputs, including any content contained in or derived from them;

    (b) any allegation that User Inputs (or S4W's hosting, processing or other use of the same in performing the Agreement) infringe, misappropriate or otherwise violate any Intellectual Property Rights, rights in confidential information, privacy or other proprietary rights of any person;

    (c) any breach by the User or any Authorised User of Applicable Law (including the UK GDPR, PECR and, where applicable, the EU AI Act) in connection with User Inputs, including any breach of data protection or privacy laws, and any failure by the User to obtain, maintain or comply with necessary consents, notices or other lawful bases for the collection, disclosure and processing of personal data comprised in User Inputs;

    (d) any breach by the User, any Authorised User or any Permitted Client of the Acceptable Use Policy, and any breach of clause 7.10(d);

    (e) any viruses, worms, trojans or other Malicious Software introduced into the Platform, S4W's systems, or any third-party systems as a result of or in connection with User Inputs; and

    (f) any claim, demand, action or proceeding by any third party arising from or in connection with the User's or any Authorised User's use, deployment, distribution, or reliance upon AI-Generated Outputs, including without limitation: (i) any representation made by an AI voice or chat agent during a call or chat session that is inaccurate, misleading, or non-compliant with Applicable Law; (ii) any failure by the User or an Authorised User to disclose to a Call Participant, Chat Visitor or Message Recipient that they are communicating with an automated agent, where such disclosure is required by Applicable Law; (iii) any downstream decision made by the User, an Authorised User or a third party in reliance on AI-Generated Outputs; and (iv) any use of AI-Generated Outputs in breach of the Acceptable Use Policy or Applicable Law, but only to the extent that such claim arises from:

        (i) any User Inputs, including call scripts, knowledge bases, prompts, data or configuration instructions provided by or on behalf of the User;

        (ii) the User's or any Authorised User's configuration, deployment or use of the Platform, including the selection of use cases, workflows or operational settings;

        (iii) any failure by the User or any Authorised User to comply with Applicable Law, including any failure to make required disclosures to Call Participants, Chat Visitors or Message Recipients or to implement legally required safeguards; or

        (iv) any modification, combination, or use of AI-Generated Outputs by or on behalf of the User outside the ordinary operation of the Platform,

    and excluding, in all cases, any claim to the extent arising from: (A) the inherent generation of AI-Generated Outputs by the Platform in accordance with the User's inputs or instructions; or (B) any defect, malfunction or failure of the Platform or its underlying models for which S4W is responsible under this Agreement.

17.2 Nothing in this Agreement shall limit either party's liability in respect of any claims:

    (a) for death or personal injury caused by the negligence of such party;

    (b) resulting from any fraud including fraudulent misrepresentation made by such party;

    (c) resulting from the wilful default of such party; or

    (d) for which liability may not otherwise lawfully be limited or excluded under Applicable Laws.

17.3 Nothing in this Agreement shall limit the User's liability for: (a) unpaid Fees; (b) breaches of clauses 7.2(c) and 7.2(d); (c) breaches of clause 12; (d) breach of the warranty in clause 9.11(a); and (e) the indemnities given by the User under clauses 7.2(d), 9.11(d), 16.4 and 17.1.

17.4 Subject to clauses 17.2 and 17.3, neither party shall be liable to the other party (whether in contract, tort including negligence or otherwise) for any:

    (a) loss of profits or revenue (whether direct or indirect);

    (b) loss of opportunity or anticipated savings (whether direct or indirect);

    (c) loss of goodwill or reputation (whether direct or indirect);

    (d) loss or corruption of data (whether direct or indirect); or

    (e) special, indirect or consequential loss or damage,

suffered by that other party. For the avoidance of doubt, S4W does not provide a data backup, archival or data recovery service to the User. Backups of S4W's own primary data store are taken as described in Annex B to the DPA; they are operational backups maintained for S4W's own resilience purposes, are not a customer backup service, and are not available to the User for restoration of its data. The User is responsible for maintaining its own copies of data exported from the Platform.

17.5 Subject to clauses 4.9 (in respect of any liability arising in connection with the PAYG Tier) and 17.2, S4W's maximum aggregate liability to the User under or in connection with this Agreement (whether in contract, tort including negligence or otherwise):

    (a) in respect of any liability arising pursuant to clause 15.2, shall not exceed one hundred thousand pounds sterling (£100,000); and

    (b) in respect of any other liability during the Term, shall not exceed the greater of (i) fifty thousand pounds sterling (£50,000) and (ii) the total Fees paid and/or payable by the User to S4W in the twelve (12) month period immediately preceding the date on which the event or circumstance giving rise to the relevant claim first occurred.

17.6 Subject to clause 4.9, the limits in clause 17.5(b) apply to all liability of S4W arising under or in connection with this Agreement, including liability arising under or in connection with the DPA and in respect of the processing of personal data, save to the extent that liability may not lawfully be limited. Save as provided in clause 4.9, no separate or higher sub-cap applies to liability arising under the DPA or to data protection claims. Notwithstanding the foregoing, neither party's liability is limited in respect of any fine or penalty imposed on it by a supervisory authority to the extent that the fine or penalty is caused by the other party's breach of this Agreement or of the DPA, and that party shall be entitled to recover the amount of that fine or penalty from the other party in full.

18. NOTICES

18.1 Any notice required to be given under this Agreement shall be in writing and shall be sufficiently served if sent (i) by hand, (ii) by registered first class post or recorded delivery to the recipient's registered address if the sender and recipient are both based within the United Kingdom, (iii) by a reputable international courier if one or more of the sender or recipient is based outside of the United Kingdom, or (iv) by e-mail to the relevant e-mail addresses each party notifies to the other party from time to time. Notices to S4W by email must be sent to hello@s4w.com, with the subject line "Legal Notice". Notwithstanding the foregoing, where this Agreement expressly permits the User to give notice or to cancel, upgrade, downgrade or terminate via the Platform (including under clauses 4.7, 10.7, 10.8 and 11.1), notice given through that mechanism is valid and effective notice for the purposes of this Agreement, and clause 18.3 does not apply to it.

18.2 Notices sent by hand shall be deemed to be served on the day when they are actually received. Notices sent by registered first class post or recorded delivery shall be deemed to be served three (3) days following the day of posting. Notices sent by international courier shall be deemed to be served five (5) days from the day the sender has deposited the notice with such courier. Notices sent by e-mail shall be deemed to be served upon the generation of a receipt notice by the recipient's server or, if such notice is not generated, upon delivery to the recipient's server.

18.3 For notices of breach or termination, the sender shall request a read receipt and dispatch a copy by courier within one (1) Working Day.

18.4 Where S4W is required or permitted under this Agreement to give notice to, or communicate with, the User in respect of matters relating specifically to Authorised Users, such notices shall be addressed to the User's Administrator at the email address registered to the Administrator account on the Platform from time to time. Where the User has designated more than one Administrator, S4W may address such notices to any one or more of the registered Administrator accounts and such notice shall constitute valid and effective notice to the User for the purposes of this Agreement. It is the User's responsibility to ensure that at least one Administrator account is active and that the account details of each Administrator held on the Platform and the email address registered to each Administrator are accurate and up to date at all times. S4W shall not be responsible for any failure of a notice to reach the appropriate individual within the User's organisation where the User has failed to maintain accurate Administrator account details or email addresses on the Platform, or where the User has failed to maintain at least one active Administrator account on the Platform.

19. CHANGES

19.1 S4W may amend this Agreement (including its Schedules) and any policies incorporated by reference on not less than thirty (30) days' written notice, except that the DPA may be amended on shorter notice where clause 8.3 of the DPA applies. Continued use after the effective date constitutes acceptance. If the User objects to a materially detrimental change not required by law, the User may terminate within fourteen (14) days of notice, with a pro-rata refund of pre-paid Subscription Fees, Add-On Fees and Recurring Item Fees for the unexpired portion of the then-current billing period as its sole remedy.

19.2 S4W may require the User to flow down updated Acceptable Use Policy terms and security requirements to Authorised Users, and to any third party on whose behalf the User uses the Platform in reliance on limb (2) of the definition of Purpose (Permitted Clients), within thirty (30) days of notice, and to confirm completion upon request.

19.3 S4W shall assign a version number and an effective date to each version of this Agreement and of the DPA, shall publish the current version at the URLs set out in this Agreement, and shall make superseded versions available to the User on written request.

20. MISCELLANEOUS

20.1 Neither party shall under any circumstances issue any PR or advertising materials or make any public announcement regarding the other party without the other party's prior written consent. Notwithstanding the foregoing, S4W may identify the User as a customer and use the User's name and logo in customer lists and marketing materials, subject to the User's reasonable brand guidelines and any written opt-out.

20.2 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.3 Except as otherwise set out in clause 19 above, no variation of this Agreement shall be valid unless agreed in writing and signed by S4W and the User.

20.4 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

20.5 The User may not assign, novate, dispose or otherwise transfer this Agreement or any rights or obligations under this Agreement to any third party or otherwise deal with this Agreement without the prior written consent of S4W, such consent not to be unreasonably withheld. S4W may assign, novate, or transfer this Agreement, in whole or part, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of assets or business, upon notice to the User.

20.6 This Agreement constitutes the entire agreement and understanding between the parties in respect of the access to, and use of, the Platform and supersedes any previous agreement between the parties relating to such matter. Each of the parties represents and undertakes that in entering this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this Agreement shall operate to exclude or limit any liability for fraud or fraudulent misrepresentation.

20.7 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, save that (a) the Payment Agent may enforce clause 1.6, and (b) each Affiliate of S4W and each of their respective directors, officers, employees, agents and subcontractors may enforce clauses 9.11(d) and 17.1. The parties may vary, waive or rescind any provision of this Agreement in accordance with clauses 19 and 20.3 without the consent of any person referred to in sub-paragraph (a) or (b). This clause 20.7 shall not affect any rights that may be available other than under that Act.

20.8 Neither party is liable for delay or failure caused by a Force Majeure Event, provided it uses reasonable endeavours to mitigate. If such event continues for thirty (30) days, S4W may terminate per clause 11.3(e).

20.9 Order of precedence. In the event of any conflict or inconsistency between the documents forming part of this Agreement, the following order of precedence shall apply, in descending order of priority:

    (a) the Data Protection Addendum, but only in respect of the processing of personal data; in respect of all other matters the Data Protection Addendum ranks below sub-paragraph (b);

    (b) the main body of these Platform Terms and Conditions;

    (c) Schedule 1 (Definitions and Interpretation);

    (d) Schedule 2 (Acceptable Use Policy);

    (e) the Tier Schedule; and

    (f) any other policies or documents expressly incorporated by reference within the above documents.

If there is a conflict or inconsistency between any part of this Agreement and any document linked from the Platform that is not expressly incorporated by reference, the terms of this Agreement shall prevail. If there is a conflict or inconsistency within any single document listed in this clause 20.9, the conflict shall be resolved in favour of the provision that most specifically addresses the subject matter in dispute; where provisions are equally specific, the provision appearing later in the document shall prevail. Tier-specific terms or notices clearly identified in the Tier Schedule as applying to a particular Subscription Tier will take precedence over general provisions of the Tier Schedule for that tier only, but shall not override the documents ranked higher in this clause 20.9, unless expressly stated and agreed in writing.

21. GOVERNING LAW AND JURISDICTION

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

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

21.3 For Users not domiciled in England and Wales, the User shall appoint and maintain an agent for service of process in England and notify S4W of those details.

SCHEDULE 1 — DEFINITIONS AND INTERPRETATION

Part 1 — Definitions

In this Agreement the capitalised terms set out below shall have the meanings set out alongside them:

Part 2 — Interpretation

In this Agreement, unless otherwise stated:

(a) references to any enactment (which includes any legislation in any jurisdiction) include: (i) that enactment as amended, extended or applied by or under any other enactment (whether before, on or after the date of this Agreement); (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation made (whether before, on or after the date of this Agreement) under that enactment;

(b) references to any document or agreement (including this Agreement) shall include reference to such document or agreement as amended, extended or replaced from time to time;

(c) any reference to a person includes a body corporate, unincorporated association of persons (including a partnership), government, state, agency, organisation and any other entity whether or not having separate legal personality, and an individual, his estate and personal representatives;

(d) references to the singular include the plural and references to any gender include all other genders, and references to the parties include their permitted successors and assigns;

(e) clause headings are for information only and shall not affect the construction of this Agreement; and

(f) any reference to "including" shall mean "including without prejudice to the generality of the foregoing phrase or term".

SCHEDULE 2 — ACCEPTABLE USE POLICY

This Schedule 2 is the Acceptable Use Policy referred to in this Agreement. It applies to the User, to every Authorised User, and to any Permitted Client on whose behalf the User uses the Platform. Breach of this Schedule 2 is a material breach of this Agreement (clause 5.8).

1. General

1.1 The User must use the Platform lawfully, honestly and in a manner that does not expose S4W, its telephony, AI or infrastructure providers, or any recipient of a communication, to legal, regulatory or reputational harm.

1.2 The User is responsible for all activity conducted through its account, including activity conducted by Authorised Users, Permitted Clients, API Keys and Ingest Endpoints.

1.3 The Platform does not provide compliance controls. Except as expressly stated in this Agreement, the Platform does not screen numbers, maintain suppression records, capture or record consent, restrict calling hours, cap contact attempts, or require or enforce any AI or recording disclosure. Compliance with each paragraph of this Schedule 2 is a matter for the User to implement through its own processes and records.

2. Lawful basis and consent

2.1 The User must have, and must be able to evidence, a valid lawful basis under the UK GDPR for the processing of every individual's personal data through the Platform, and where required by PECR, that individual's consent to receive the communication in question.

2.2 The User must not dial, message or otherwise contact any telephone number through the Platform unless it holds a lawful basis, and where required consent, in respect of that number.

2.3 The User must be able, on request from S4W or from an Authority, to demonstrate the source of every contact list, lead list, database or file it uploads to or ingests into the Platform, the date and manner of collection, and the wording of any consent obtained.

2.4 Where the User deploys a chat assistant on a website, the User must comply with regulation 6 of PECR in respect of the persistent identifier the chat assistant writes to a visitor's browser local storage, including by obtaining any consent required before that identifier is written.

2.5 The User must not use lists purchased, rented, scraped or otherwise acquired from a third party unless it has satisfied itself, and can evidence, that the individuals concerned consented to receive communications of the relevant type from the User (or from the Permitted Client on whose behalf the User is acting) by name or by clearly described category.

3. Screening: TPS, CTPS and the User's own suppression records

3.1 Before dialling or messaging any United Kingdom number for direct marketing purposes, the User must screen that number against the Telephone Preference Service register and, where the number is a corporate subscriber number, the Corporate Telephone Preference Service register, and must not contact a registered number unless it holds the specific consent required by PECR.

3.2 The User must maintain, and screen against, its own do-not-call and suppression records, including records of every opt-out, objection, complaint and withdrawal of consent it has received by any channel.

3.3 Screening must be performed no earlier than is reasonable before contact having regard to regulatory guidance, and records of screening must be retained.

3.4 The User acknowledges that S4W does not, as at the Effective Date, provide TPS or CTPS screening or any suppression register as a Platform feature, and that the User must therefore perform screening itself using its own arrangements before submitting numbers to the Platform.

4. Calling and messaging hours

4.1 The User must configure campaigns, retries and message sends so that contact occurs only during hours that are lawful and reasonable for the recipient's jurisdiction and that comply with any applicable regulatory guidance.

4.2 The User must not contact individuals at times likely to cause a nuisance, distress or unreasonable inconvenience, including at night or on public holidays, unless it has the recipient's express agreement to be contacted at that time.

4.3 Any scheduling, calling-window or retry control offered by the Platform is a convenience only. Where no window is configured, the Platform imposes no restriction. Setting a window does not relieve the User of responsibility for compliance under this paragraph 4.

5. Opt-outs

5.1 The User must promptly record and honour every opt-out, objection, withdrawal of consent and do-not-call request, however received, including requests made verbally during a call, made through a chat session, made by replying to a message, or made to the User or a Permitted Client by any other route.

5.2 The User must suppress the relevant individual from all further contact through the Platform without undue delay, and in any event within the period required by Applicable Law.

5.3 Where the User sends SMS or other electronic messages through the Platform, every marketing message must contain a clear, free-of-charge means of opting out and a valid identity for the sender.

5.4 The User acknowledges that the Platform does not automatically detect, record, process or act on opt-out requests, and that suppression is a matter for the User.

6. Persistent misuse, harassment and nuisance

6.1 The User must not use the Platform in a manner that constitutes persistent misuse of an electronic communications network or service within the meaning of section 128 of the Communications Act 2003, and must comply with Ofcom's guidance on persistent misuse.

6.2 Without limitation, the User must not: (a) make repeated calls to the same individual at a frequency likely to cause annoyance, inconvenience or anxiety; (b) generate silent or abandoned calls in excess of any applicable regulatory threshold, or fail to play a compliant information message where a call is abandoned; (c) suppress, spoof or present an invalid or unattributable calling line identity; (d) present a return number that is not answered, that is charged at a premium rate, or that does not permit the recipient to opt out; or (e) fail to allow a reasonable minimum ring time before a call is abandoned.

6.3 The User must not use the Platform to harass, intimidate, threaten, defraud, deceive or stalk any person.

7. AI disclosure, recording and chat deployment

7.1 Where required by Applicable Law, the User must clearly inform Call Participants (including participants in a Web Call), Chat Visitors and Message Recipients that they are communicating with an automated or AI agent and not with a natural person, and must provide a route to a human operator where required.

7.2 The User must give every notification, and obtain and record every consent, required by Applicable Law in respect of the recording, transcription and monitoring of calls, Web Calls and chat sessions. The User acknowledges that all calls and Web Calls are recorded and transcribed by default and that recording cannot be disabled (clause 5.11).

7.3 Any recording-notice or AI-disclosure step within the Platform's flow builder is optional and must be configured and deployed by the User. S4W does not insert, require or validate such a step.

7.4 The User must not configure an AI agent to deny that it is an AI agent, to impersonate a named natural person, or to impersonate any organisation other than the User or the Permitted Client on whose behalf the communication is made.

7.5 The User must deploy the chat assistant's embed code, and any embed code for a Web Call facility, only on a website operated by the User or by a Permitted Client, must not modify, wrap or proxy any such code, and must obtain any consent required under regulation 6 of PECR before the persistent visitor identifier described in clause 5.13(b) is written to a visitor's device. The User must display its own cookie and privacy information on the host website and must give visitors the information required by Articles 13 and 14 of the UK GDPR at the point of collection.

7.6 The User acknowledges that the Platform stores the chat data described in clause 5.13(c), that a contact record is created automatically for every chat visitor, and that S4W does not obtain, prompt for or validate any consent on the User's behalf.

7.7 Where the User makes a Web Call facility available on a website, the User must give visitors the information required by Articles 13 and 14 of the UK GDPR before the Web Call begins, and must obtain any consent required by Applicable Law in respect of microphone access and recording.

8. Prohibited content and use cases

8.1 The User must not use the Platform to send, generate, solicit or facilitate:

    (a) content that is unlawful, obscene, indecent, defamatory, abusive, discriminatory, or that incites violence or hatred;

    (b) content that infringes any third party's Intellectual Property Rights or rights in confidential information;

    (c) fraudulent, deceptive or misleading communications, including phishing, "vishing", smishing, impersonation of a bank, government body or utility, advance-fee schemes, or the solicitation of passwords, one-time codes, payment card details or bank credentials;

    (d) communications relating to the supply of illegal goods or services, weapons, controlled drugs, counterfeit goods, or the evasion of sanctions;

    (e) content that is targeted at children or that is otherwise directed at individuals who lack capacity to consent;

    (f) high-risk regulated communications for which the User does not hold the necessary authorisation, including consumer credit, claims management, debt advice, insurance mediation and investment promotions; or

    (g) automated communications that make representations about a product, service, price or entitlement that the User knows or ought to know to be inaccurate.

8.2 The User must not use the Platform to conduct emergency, safety-critical, medical, or life-sustaining communications, and must not represent to any person that the Platform may be used to contact emergency services.

9. Special category and other restricted data

9.1 The User must not submit, and must procure that no Authorised User, Permitted Client or third party submits, through any Ingest Endpoint, API Key, contact import, form field, knowledge base or other ingestion mechanism: (a) Special Category Data; (b) personal data relating to criminal convictions or offences; or (c) payment card, bank account or other payment credential data.

9.2 The User acknowledges that S4W neither inspects nor validates the categories of data submitted, that submitted fields are transmitted to S4W's AI model providers in order to generate AI-Generated Outputs, and that submitted fields are republished to any integration, webhook or endpoint the User configures.

9.3 Where the User's use case would necessarily involve any category of data listed in paragraph 9.1, the User must not proceed without S4W's prior written agreement and a written variation to the DPA.

10. Destinations and telephony use

10.1 The User may place calls and send messages only to those destinations which S4W makes available from time to time. S4W may add, restrict or remove destinations at any time, including where required by a telephony provider, an Authority, or applicable Sanctions Laws.

10.2 The User must not use the Platform for: (a) traffic pumping, artificial inflation of traffic, or revenue-share fraud; (b) calls or messages to premium rate, satellite or high-cost destinations for the purpose of generating revenue; (c) automated dialling of sequential or randomly generated numbers; (d) call or message flooding, or any activity designed to degrade a network or service; or (e) resale of telephony or messaging capacity.

10.3 The User must not use a Telephone Number in a manner inconsistent with the numbering rules of the relevant jurisdiction, must provide accurate regulatory and identity information under clause 5.12(b), and must not present a Telephone Number as the calling line identity of any person other than the User or its Permitted Client.

11. Security and credential hygiene

11.1 The User must keep all credentials, API Keys and Ingest Endpoint keys confidential, must not share them, and must rotate or revoke them promptly on any actual or suspected compromise.

11.2 The User must not publish an Ingest Endpoint key or API Key in any location where it may be read by an unintended person, except where the User accepts full responsibility for all resulting usage and Fees under clause 7.10(a). The User acknowledges that the Platform applies no rate limit, volume cap, daily submission limit or spend ceiling to Ingest Endpoints, to the embedded chat assistant or to automatic Credit top-up, and that the User must implement its own controls accordingly.

11.3 The User must not: (a) probe, scan or test the vulnerability of the Platform or any related system; (b) attempt to circumvent authentication, entitlement, rate-limiting or metering controls; (c) access another customer's data or account; (d) introduce Malicious Software; or (e) use the Platform to conduct any attack against a third party.

11.4 The User must promptly notify S4W of any actual or suspected security incident affecting its account.

12. Consequences of breach

12.1 Breach of this Schedule 2 is a material breach of this Agreement and entitles S4W to exercise its rights of suspension and termination under clause 11, including immediate suspension where S4W reasonably considers it necessary.

12.2 S4W may, without liability, suspend, rate-limit or disable any assistant, campaign, Ingest Endpoint, API Key, Telephone Number or Authorised User account which it reasonably believes is being used in breach of this Schedule 2.

12.3 Breach of this Schedule 2 is indemnified by the User under clauses 9.11(d) and 17.1.

12.4 S4W may report suspected unlawful activity to an Authority and may provide such information as is reasonably required in connection with any investigation.