Terms and Conditions

Last updated:

Oct 5, 2026

Version effective from 19/09/2026

Supersedes the version last updated 23/06/2025

4admin Ltd.

Company no. 15449473

TERMS AND CONDITIONS FOR ACCESSING SERVICES

Welcome to 4Admin Ltd. trading as 4Admin (Company).

In these terms, we also refer to Company as “our”, “we”, or “us”.

And you are referred to as “Client” or “you”, the legal entity that purchases the Services from the Company.

What are these Terms about?

These Terms apply when you use our websites, being www.4admin.co.uk and www.4admin.app, and any other

website we operate under the 4admin name with a different domain extension (each a “Website”).

These Terms also apply when you access the services provided through this Website (“Services”). Where the

provision of Services includes any support services, the Company will provide the necessary support in

accordance with Schedule 1.

If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can

find it here https://www.4admin.co.uk/privacy.

I’ve returned to your Website, do I need to read these terms again?

Once you (User) subscribe to our Services, the Terms accepted at the point of sale (subscribing to the

Services) will apply to your access of the Services provided through the Website. Where you have entered into

a signed agreement or Order Form with us incorporating these Terms, those documents govern and may only

be varied in accordance with clause 22.11. For all other Users, we may change these Terms on not less than

thirty (30) days’ notice, and clause 22.11(b) sets out what happens if a change materially and adversely affects

you. You can check the date at the top of this page to see when we last updated these Terms.

1 ACCESS AND USE OF THE WEBSITE

1.1 ACCESS AND USE

You must only use the Website in accordance with these Terms and any applicable laws, and in

case of the User being an organisation, you must ensure that your employees, sub-contractors and

any other agents who use or access the Website comply with the Terms and any applicable laws.

1.2 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);

(b) (gender) words indicating a gender includes the corresponding words of any other gender;

grammatical form of that word or phrase has a corresponding meaning;

(d) (these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or

annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or

annexure to or of these Terms, and a reference to these Terms includes all schedules,

exhibits, attachments and annexures to it;

(e) (document) a reference to a document (including these Terms) is to that document as

varied, novated, ratified or replaced from time to time;

(f) (headings) headings and words in bold type are for convenience only and do not affect

interpretation;

1(g) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(h) (adverse interpretation) no provision of these Terms will be interpreted adversely to a

party because that party was responsible for the preparation of these Terms or that

provision.

1.3 DEFINITIONS

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) “AI Output” means any information, analysis, extraction, transcription, summary or other

output generated by the Services using artificial intelligence or machine learning techniques;

“Business Day” means any day other than a Saturday, Sunday or public holiday in

England and Wales;

“Charges” means the fees and other amounts payable by the Client to the Company for the

Services, as set out in Schedule 1 or the applicable Order Form, as varied from time to time

in accordance with this Agreement or the applicable Order Form;

“Client Data” means all data, information and content (including Personal Data and Third

Party Data) that is: (a) uploaded, submitted, transmitted or otherwise made available by or

on behalf of the Client or its Users in connection with the Services; or (b) accessed,

collected or generated by the Company in the course of providing the Services to the Client,

including (without limitation) financial documents, policies, emails, call recordings,

transcriptions, metadata and any outputs derived from such data;

“Confidential Information” means all information disclosed by one party to the other,

whether before or after the Effective Date and in whatever form, which is identified as

confidential or which ought reasonably to be regarded as confidential, including the terms of

this Agreement, pricing, business plans, client lists, technical information and know-how, but

excluding information which: (a) is or becomes public other than through breach of this

Agreement; (b) was lawfully in the recipient’s possession before disclosure; or (c) is

independently developed by the recipient without reference to the disclosing party’s

information;

“Credit Tier Subscription” means the subscription plan the Client agrees to and pays for,

as set out in Schedule 1 or the applicable Order Form;

“Credits” refers to our usage metric. One Credit equals one analysis of a financial policy

performed by the Services. It has the same meaning as a “LoA” and is also referred to in

service documentation as a “LoA”. All references to Credits in these Terms are to be

construed in this sense. One Credit always equals one LoA;

“Currency” means pound sterling (GBP);

“Data Protection Legislation” means the applicable data protection and privacy legislation

in force from time to time in the UK including without limitation the UK GDPR; the Data

Protection Act 2018 (and regulations made thereunder); the General Data Protection

Regulation ((EU) 2016/679) to the extent applicable in the UK, the Privacy and Electronic

Communications Regulations 2003 (SI 2003/2426) as amended, and any applicable

regulations regarding telephone recording and email monitoring; and any statutory

instrument, order, rule or regulation made thereunder, as from time to time amended,

extended, re-enacted or consolidated (collectively, Data Protection Legislation);

“Effective Date” means the date on which the Client first accepts these Terms by placing

an Order, creating an Account or otherwise accessing the Services, as applicable;

“Fees” means the Charges. The terms “Fees” and “Charges” are used interchangeably in

these Terms;

“Free Trial” has the meaning as per clause Error! Reference source not found.;

(m) “Index” means the Consumer Prices Index (all items) published by the Office for National

Statistics, being at the date of these Terms the twelve-month rate published under series

identifier D7G7, or, if that index ceases to be published, is suspended, or is materially

2(n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) (aa) (bb) (cc) altered in its basis of calculation, such other index or adjusted figure as most closely

replaces it, as reasonably determined by the Company acting in good faith;

“Initial Term” means the initial term of this Agreement specified in Schedule 1 or the

applicable Order Form or, where none is specified, one (1) month;

“Intellectual Property Rights” or “IPR” means copyright, trade mark, design, patent,

semiconductor and circuit layout rights, trade, business, company and domain names,

confidential and other proprietary rights, and any other rights to registration of such rights

whether created before or after the date of these Terms both in the United Kingdom and

throughout the world;

“LoA”: refers to a usage metric. One LoA equals one analysis of a financial policy

performed by the Services. It has the same meaning as a “Credit”. One LoA always equals

one Credit;

“Order” means a formal acceptance of the Client to purchase Services from the Company;

“Checkout Confirmation” means the order summary, subscription confirmation or checkout

confirmation presented to and accepted by the Client during the Company’s online sign-up

or purchase process, which records the selected Credit Tier Subscription, Charges,

Overage Rate, Billing Cycle, Initial Term and any other commercial details of the Client’s

purchase;

“Order Form” means any order form, quotation, proposal or subscription confirmation

issued by the Company and accepted by the Client which incorporates these Terms;

“Overage Rate” means the rate at which additional Credits are charged once the Client’s

allocated Credits are exceeded, as set out in Schedule 1 or the applicable Order Form, in

each case as varied from time to time in accordance with clause 3(l);

“Party” or “Parties” means either Party’s executors, administrators, successors and

permitted assigns, including persons taking by way of novation and, in the case of a trustee,

includes any substituted or additional trustee;

“Person” a reference to “person” or “you” includes an individual, the estate of an individual,

a corporation, an authority, an association, consortium or joint venture (whether

incorporated or unincorporated), a partnership, a trust and any other entity;

“Renewal Term” has the meaning given in clause 22.10(a);

“Review Date” means each anniversary of the Subscription Commencement Date, unless

a different review date is expressly specified in Schedule 1 or the applicable Order Form, in

which case the Review Date shall be the date specified there and each anniversary of that

date.

“Subscription Commencement Date” means the date on which the Client first subscribed

to the Services, irrespective of the date on which the Client subsequently accepts, signs or

becomes bound by any amended or replacement version of these Terms.

“Term” means the Initial Term together with any Renewal Term, as further described in

clause 22.10(a);

“Third Party Terms” means the Terms and conditions of any third-party services that the

Company outsources, integrates with or relies on, as referenced in clause 10;

“User” has the meaning of any employee, subcontractor or agent of the Client that

accesses or uses the Client’s account;

“User Content” has the meaning given in clause 6(a) and forms part of the Client Data.

32 ACCOUNTS

2.1 ACCOUNTS

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) In order to use some of the functionality of the Website, you will be required to sign-up,

As part of the Account registration process and as part of your continued use of the

Website, you may be required to provide personal information and details, such as your

email address, first and last name, preferred username, a secure password, billing

addresses, mobile phone number, profile information, payment details, verified

identifications, and other information and documents as determined by the Company from

time to time. This may include permissions for accessing financial documents, email

communications, and telephone systems when utilising our integration features. By

providing email and telephone integration permissions, you authorise us to access, read,

and transcribe your email threads and calls for the purpose of providing the Services. Such

data will be subject to our 9-month automatic deletion policy, though you may manually

delete this data at any time through your account settings. You acknowledge that this

integration data may be essential for certain service features and deleting it may impact

service functionality.

You agree that you shall be solely responsible for:

(i) maintaining the confidentiality and security of your Account information and your

password; and

(ii) any activities and those of any third party (authorised or not) that occur through your

Account.

You warrant that any information you give to the Company in the course of completing the

Account registration process, including any email account or telephone system integration

credentials, will always be accurate, honest, correct and up to date. You further warrant that

you have all necessary rights and authorisations to grant access to any integrated

communication systems.

Once you complete the Account registration process, Company may, in its absolute

discretion, choose to accept you as a registered user within the Website and provide you

with an Account.

Company reserves the right to contact you about any concerning behaviour by you, or to

seek a resolution with you.

Company may suspend your Account, or suspend or restrict access to all or part of the

Services, where: (i) you are in material breach of these Terms and have failed to remedy

that breach within ten (10) Business Days of written notice; (ii) any Charges remain unpaid

after their due date; (iii) the Company reasonably believes that continued access presents a

security, legal or regulatory risk; or (iv) suspension is required by law. The Company will,

where practicable, give you prior notice of any suspension, will limit the suspension to what

is reasonably necessary, and will restore access promptly once the cause of the suspension

has been resolved.

You also agree to let us know if you detect any unusual activity on your Account as soon as

you become aware of it.

We will not be responsible to you for, and expressly disclaim any liability for, any cost, loss,

damages or expenses arising out of a failure by you to maintain the security of your Account

information or your password.

You agree to release Company from any and all liabilities for any loss or damage that arises

out of or in connection with information you provide that is not accurate, honest, correct or

up-to-date.

42.2 ACCOUNT CANCELLATION

(a) (Cancellation by you) You are responsible for cancelling both your subscription and

Account separately. You must first cancel your subscription through your account settings or

by contacting customer service. Cancellation takes effect in accordance with clause 22.10.

Your Account will remain active after subscription cancellation unless you specifically

request Account deletion. Upon Account deletion, you will have 30 days to export or delete

your data before it is automatically removed from our systems. Any unused Credits from

pre-paid plans will be forfeited upon subscription cancellation.

(b) (Cancellation by us) We may terminate this Agreement, or suspend your access to the

Services, only in accordance with clauses 2.1(g) and 22.10. Where we terminate for your

material breach or for non-payment, no refund of pre-paid Charges is due.

3 PAYMENT FOR ACCESSING SERVICES

(a) (b) (c) (d) (e) (f) (g) (h) (Trial) The Company may offer the Client a trial of all or part of the Services (Trial). The

duration, scope, Charges (if any), Credit or usage limits and other terms applicable to the

Trial shall be as set out in the Checkout Confirmation or the applicable Order Form.

(Subscription) You must select and purchase a Credit Tier Subscription plan to continue

accessing the Services after the Trial period ends. Access to the Services will automatically

cease if no subscription plan is selected.

(Payment models) All prices are:

(i) based on Credit Tier Subscriptions with predetermined Credit allocations, available

in monthly and annual pre-pay options, as set out in the Checkout Confirmation or

the applicable Order Form. Each tier includes a specific number of Credits that can

be used within the Services. Unused Credits do not roll over between billing periods.

(ii) in British Pounds ‘GBP’ (except where otherwise indicated); and

(iii) subject to change in accordance with clause 3(l), and otherwise by the Company

prior to You completing the payment.

(Payment obligations) Unless otherwise agreed in writing, you must pay for the Credit Tier

Subscription selected by you at the time of placing an Order. Payment options include

monthly and annual pre-pay plans. For monthly subscriptions, payment is due at the start of

each billing cycle. For annual pre-pay plans, the full amount is also due upfront with

applicable discounts (subject to change).

(Overage Rate) Once your allocated Credits (LoAs) for your selected Credit Tier

Subscription are exceeded before the end of your billing cycle, you will automatically be

charged at the Overage Rate for each additional Credit (LoA) at the rate outlined in

Schedule 1, or the applicable Order Form, subject to adjustment under clause 3(l);

(Non-Payment and Suspension) The Company reserves the right to suspend your

Account for any non-payment of Charges (including overage charges) or if you exceed your

Credit/LoA allocation and fail to pay the applicable Overage Rate, in each case in

accordance with clause 2.1(g).

(VAT) Unless otherwise indicated, amounts stated do not include VAT. In relation to any

VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax

invoice.

(Online payment partner) We may use third-party payment provider, currently Stripe,

(Payment Providers) to collect payments. The processing of payments by the Payment

Provider will be, in addition to these Terms, subject to the Terms, conditions and privacy

policies of the Payment Provider and we are not liable for the security or performance of the

Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to

correct, any errors or mistakes in collecting your payment. The Terms and conditions of

Stripe may be accessed using https://stripe.com/gb/legal/consumer.

5(i) (Pricing and Credit errors) In the event that we discover an error or inaccuracy in any

invoice or credit allocation raised by the Company, we will attempt to contact you and inform

you of this as soon as possible and issue an updated invoice or credit adjustment rectifying

such error or inaccuracy. Any credit balance adjustments will be reflected in your account

within 24 hours of the correction.

(j) (Auto-renewal) Renewal and termination of this Agreement are governed by clause 22.10.

Unless you cancel your Account, it will be automatically renewed at the end of your billing

period (monthly or annual) at the rate(s) then in effect for your selected Credit Tier

Subscription. You may opt out of the automatic renewal by giving notice in accordance with

clause 22.10(b) or by contacting customer service at support@4admin.co.uk, and your

subscription will continue until the end of your current billing period. Any unused Credits at

the end of your billing period will expire unless otherwise specified in your subscription plan.

(k) (Upgrades and downgrades) The Client may request an upgrade to a higher Credit Tier

Subscription at any time during the Subscription term by emailing support@4admin.co.uk.

The Company may also require an upgrade if the Client’s usage or feature needs exceed its

current Credit Tier Subscription. If the Company and Client do not agree on an upgrade, the

Company may (i) limit or suspend the Services to the current tier limits, or (ii) continue to

provide the Services and charge the applicable Overage Rate until an upgrade is in place.

Where an upgrade takes effect part-way through a billing period, the additional Charges are

pro-rated for the remainder of that period. The Client may request a downgrade to a lower

Credit Tier Subscription on not less than thirty (30) days’ written notice, and any downgrade

takes effect from the start of the next Renewal Term only. No refund or credit is due on

downgrade.

(l) (Annual Price Review)

(i) With effect from each Review Date, the Company may increase all Charges payable

by the Client under these Terms, including both subscription Charges and the

Overage Rate, by up to a percentage equal to the greater of:

(A) the twelve-month percentage increase in the Index shown in the most recent

publication of the Index available immediately before the Company gives

notice of the increase under clause 3(l)(ii);

(B) seven per cent (7%).

(ii) Subject to clause 3(l)(iv), the Company shall give the Client not less than sixty (60)

days’ written notice of any increase under this clause, or such longer notice period

as is specified in Schedule 1 or the applicable Order Form. The notice shall state the

revised Charges and the date on which they take effect. Any increase shall take

effect no earlier than the later of:

(A) the applicable Review Date; and

(B) the expiry of the applicable notice period after the notice is given.

(iii) An increase made in accordance with this clause takes effect automatically, does not

require the Client’s further agreement, and does not give the Client any right to

terminate this Agreement.

(iv) No increase under this clause shall take effect within twelve (12) months of the date

on which the Client first subscribed to the Services, or within twelve (12) months of

the date on which the Company last increased the Charges (other than as a result of

an upgrade requested by the Client), whichever is later.

(v) The Charges shall not decrease if the Index falls.

(m) (Invoicing, late payment and set-off)

(i) Where the Company invoices the Client rather than collecting payment by card, the

Client shall pay each invoice within thirty (30) days of the date of the invoice.

6(ii) All amounts payable under these Terms shall be paid in full and in cleared funds

without any set-off, counterclaim, deduction or withholding, except as required by

law.

(iii) If the Client fails to pay any amount by its due date, the Company may charge

interest on the overdue amount at eight per cent (8%) per annum above the Bank of

England base rate from time to time, accruing daily from the due date until payment,

whether before or after judgment. The Company reserves its rights under the Late

Payment of Commercial Debts (Interest) Act 1998.

(iv) The Client shall reimburse the Company’s reasonable costs of recovering any

overdue amount.

4 CLIENT OBLIGATIONS

You must not:

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher, reverse assemble,

reverse compile or decompile any part or aspect of the Website, including any email or

telephone integration functionality, without prior written consent of the Company;

(b) use the Website for any purpose other than the purposes of browsing, selecting or

accessing the Services;

illegal or fraudulent activity;

(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create

undue burden on the Website or the servers or networks that host the Website;

(e) use the Website with the assistance of any automated scripting tool or software, except for

authorised API integrations specifically approved by the Company;

(f) post or share any personal information of children under 13 or the applicable age of digital

consent of allow minors to access and use the Services without consent from their parent or

guardian;

(g) act in a way that may diminish or adversely impact the reputation of Company, including by

linking to the Website on any other website;

(h) attempt to breach the security of the Website, or otherwise interfere with the normal

functions of the Website, including by:

(i) gaining unauthorised access to Website accounts or data;

(ii) scanning, probing or testing the Website for security vulnerabilities;

(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or

(iv) instigate or participate in a denial-of-service attack against the Website;

(i) use any AI Output as the sole basis for any decision producing legal or similarly significant

effects concerning an individual, without meaningful human review;

(j) submit to the Services any data which you do not have the right to submit, or which you are

prohibited from disclosing to a third party; or

(k) attempt, whether by prompt injection or by any other means, to circumvent, manipulate or

interfere with the operation, safety controls or output of any artificial intelligence model used

in the Services.

5 INFORMATION ON THE WEBSITE

(a) While we make every effort to ensure that the information on the Website is as up-to-date

and accurate as possible, you acknowledge and agree that we do not (to the maximum

extent permitted by law) guarantee that:

7(i) the Website will be free from errors or defects (or both, as the case may be);

(ii) the Website will be accessible at all times, save as expressly set out in the

availability commitment in paragraph 4 of Schedule 1;

(iii) messages sent through the Website will be delivered promptly, or delivered at all;

(iv) information you receive or supply through the Website will be secure or confidential;

and

(v) any AI Output or other information, analysis or other output generated by the

Services (including AI-driven extractions, transcriptions or summaries) will be

accurate, complete, reliable or fit for any particular purpose, and clause 7 applies to

all AI Output; and

(vi) any such output will be produced within a particular time frame or without delay.

(b) The Company shall not make any material change to the functionality, features or availability

of the Services which would materially reduce the performance, security or core functionality

relied upon by the Client without providing not less than thirty (30) days’ prior written notice.

Parties are unable to agree a mitigation or alternative solution, the Client may terminate the

Agreement on written notice without penalty.

6 USER CONTENT

(a) In using the Services you may upload or otherwise provide data and receive corresponding

output; together these are “User Content.” User Content includes, without limitation, PDFs

and other documents, financial-policy data, emails, call transcriptions and any other material

you authorise us to access. Subject to applicable law, you retain all ownership rights in User

Content and, to the extent the Company may hold any rights in output data, those rights are

hereby assigned to you. User Content that remains inactive for nine (9) months will be

automatically deleted, unless you delete it sooner via the data-wiping tool provided in the

Services.

(b) The Company will store and process the User Content in accordance with its privacy policy

and in compliance with the applicable laws. The Company will only use the User Content for

the limited purpose of providing you the Services and will not use any User Content for

development or improvement of its Services, save that the Company may use aggregated

and anonymised data derived from User Content for the purposes of measuring, maintaining

and improving the accuracy, security and performance of the Services, provided that such

data: (i) does not identify the Client, any User or any data subject; (ii) is not disclosed to any

third party in a form from which the Client, any User or any data subject could be identified;

You will receive notification 30 days prior to any automatic deletion of your data.

you have all rights, title, interest, licenses and permissions, as may be required, to provide

such input data and information while using the Services. This includes, but is not limited to,

ensuring you have appropriate consent and authorisation to share email communications

and telephone recordings through our integration services, including consent from all parties

involved in such communications. You further acknowledge and confirm that you will be

solely responsible for evaluating the accuracy, intended purposes and use of the output

data. The Company or any of its third-party suppliers will in no way be responsible for

ensuring the accuracy and appropriateness of the output data accessed by you using the

Services.

(d) You shall not use the output data for development of any artificial intelligence models that

compete with the Services. The output data may however be used for development of

artificial intelligence models primarily intended to categorise, or organise data (e.g.,

embeddings or classifiers), as long as such models are not distributed or made

commercially available to third parties. The output data must also not be used to fine tune

models provided as part of the Services.

8(e) The Client shall not share any single-user login outside its authorised Users. Failure to

comply with this clause 6(e) may result in the Company terminating the Services, and the

Client will remain liable to pay the balance of the current Credit Tier Subscription in full.

7 AI OUTPUT AND HUMAN OVERSIGHT

(a) The Client acknowledges that the Services use artificial intelligence and machine learning

techniques, that AI Output is generated probabilistically, and that AI Output may be

incomplete, inaccurate or otherwise unsuitable for the Client’s purposes.

(b) The Client shall apply meaningful human review to all AI Output before relying on it for any

purpose, and in particular before relying on it for any regulated purpose, including the

provision of financial advice, the assessment of suitability, or the creation or retention of any

regulatory record.

gives or makes; (ii) its compliance with all applicable regulatory requirements, including the

FCA Handbook and the Consumer Duty; and (iii) the accuracy and completeness of its own

client files and records.

(d) The Company gives no warranty that AI Output will be accurate, complete, current, reliable

or fit for any particular purpose.

(e) The Services are an administrative and data-processing tool. Nothing generated by the

Services constitutes financial, investment, tax or legal advice, and the Company does not

carry on any regulated activity for the purposes of the Financial Services and Markets Act

2000.

(f) The Client warrants that it holds, and will maintain throughout the Term, all authorisations

and permissions required by the Financial Conduct Authority (or any successor regulator),

or is an appointed representative of a firm holding such authorisation, for the business it

carries on using the Services.

(g) The Client agrees to indemnify the Company from any claims, damages, liability, costs or

expenses it incurs arising out of or in connection with the Client’s breach of this clause 7.

8 INTELLECTUAL PROPERTY

(a) The Company retains full ownership of the Website and all materials on the Website

(including text, graphics, logos, design, icons, images, sound and video recordings, pricing,

downloads and software) (“Website Content”) and reserves all rights in any Intellectual

Property Rights (“IPR”) owned or licensed by it (excluding any User Content and any output

data that has been assigned to the Client under clause 6(a)) which are not expressly

granted to the Client.

(b) The Client may make a temporary electronic copy of all or part of the Website for the sole

purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell,

modify or publish the Website or any Website Content without prior written consent from

Company unless permitted by Law.

Company retains all IPR (including any IPR created, modified or amended in the course of

delivering the Services, and any IPR licensed to the Company by third parties). The Client

must not copy, reproduce, manufacture, exploit, or otherwise commercialise the Services

without the Company’s prior written consent.

9 THIRD PARTY SUPPLIERS

(a) The Company may outsource or subcontract parts of the Services provided that:

(i) such outsourcing or subcontracting does not materially reduce the quality, security or

availability of the Services;

910 (ii) where the third party processes Client Data, the Company complies with clauses

9(b)–9(f) and clause 15; and

(iii) the Company remains fully responsible for the acts and omissions of any such third

party as if they were its own.

(b) The Company shall provide the Client with a written list of all material third-party suppliers

and sub-processors engaged in the provision of the Services as at the Effective Date,

including those involved in hosting, storage or processing of Client Data. The list current as

at the Effective Date is set out in Schedule 4.

Data without providing the Client with at least thirty (30) days’ prior written notice, including

reasonable details of:

(i) the identity of the proposed sub-processor;

(ii) the nature of the services to be provided; and

(iii) the categories of Client Data affected.

(d) The Client may object in writing to the appointment of a proposed sub-processor on

reasonable data protection, confidentiality or regulatory grounds within the notice period.

The Parties shall discuss such objection in good faith.

(e) Where the Parties are unable to resolve the Client’s objection within thirty (30) days, and the

Client’s objection is reasonable, is supported by evidence, and cannot be mitigated by the

Company, the Client may terminate the Agreement on thirty (30) days’ written notice without

penalty or early termination charges, and the Company shall refund pre-paid Charges for

the unexpired period on a pro-rata basis.

(f) The Company shall remain responsible for the performance of the Services in accordance

with this Agreement and for ensuring that its subcontractors and third-party suppliers comply

with the Company’s obligations under this Agreement in respect of data protection,

confidentiality and security.

(g) Nothing in this clause shall make the Company liable for a failure of the Services to the

extent caused by a general outage or failure of a third-party infrastructure provider beyond

the Company’s reasonable control, provided that the Company has exercised reasonable

skill and care in the selection and ongoing management of such provider.

THIRD PARTY TERMS AND CONDITIONS

(a) The User acknowledges and agrees that third party Terms & conditions (Third Party Terms)

may apply to certain components of the Services.

(b) The User agrees to comply with all applicable Third Party Terms for any third-party services,

and the Company will not be liable for any loss or damage suffered by the User arising from

those Third Party Terms or from any act or omission of such third-party providers.

services provided by Microsoft Azure and Clerk. Users may access the terms and conditions

of Microsoft Azure using the link https://www.microsoft.com/en-us/legal/terms-of-use and

Clerk using the link https://clerk.com/legal/terms.

(d) You confirm and acknowledge to use the Services and the User Content only in compliance

with the applicable Law and all relevant Third Party Terms. You also confirm not to use the

Services or the User Content in a manner that infringes, misappropriates or otherwise

violates the rights of any third party.

(e) Nothing in this clause 10 shall exclude or limit the Company’s obligations under clauses 9 or

15, nor relieve the Company of responsibility for its subcontractors’ compliance with

applicable data protection, confidentiality or security obligations.

1011 LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not under our control. We have no

control over the content of any linked websites, and we are not responsible for that content.

(b) Inclusion of any linked website on the Website does not imply our approval or endorsement

of the linked website.

12 SECURITY

To the maximum extent permitted by Law, the Company does not accept responsibility for loss or

damage to computer systems, mobile phones or other electronic devices arising in connection with

use of the Website. You should take your own precautions to ensure that the process you employ

for accessing the Website does not expose you to viruses, malicious code or other forms of

interference.

13 REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the

Website or any difficulty in accessing or using the Website, please contact the Company

immediately using the contact details support@4admin.co.uk.

14 CONFIDENTIALITY

(a) Each party shall keep the other party’s Confidential Information confidential, shall not use it

other than for the purposes of performing this Agreement, and shall not disclose it to any

third party except as permitted by this clause.

(b) A party may disclose the other party’s Confidential Information to its employees, officers,

professional advisers, subcontractors and sub-processors who need to know it for the

purposes of this Agreement, provided that it procures that they comply with obligations no

less protective than this clause, and remains responsible for their compliance.

competent jurisdiction, or by any regulatory or supervisory authority, provided that (where

lawful and practicable) it gives the other party reasonable prior notice.

(d) This clause survives termination of this Agreement for a period of five (5) years, save in

respect of trade secrets, where it survives without limit of time.

(e) Neither party shall, during the Term and for six (6) months afterwards, knowingly solicit for

employment any employee of the other who has been materially involved in the provision or

receipt of the Services. A general advertisement not targeted at that individual is not a

breach of this clause.

15 PRIVACY AND DATA PROTECTION

15.1 CLIENT DATA

(a) Words and phrases in this section shall have the meaning given to them by the Data

Protection Legislation and the terms “controller”, “processor”, “process” and “personal data”

shall have the meanings given to those terms in such Data Protection Legislation.

(b) During and after the delivery of the Services, the User agrees that the Company will be

processing personal data of the User (or it’s personnel), for its own purposes and, in its

capacity as a controller under the Data Protection Legislation and this includes (but is not

limited to) the following purposes:

(i) the Company providing Services;

(ii) the Company and/or its subcontractors and third party suppliers use the contact

details of the User to send marketing materials or other publications and the User

may opt out of marketing at any time;

11(iii) the Company may process personal data concerning its other clients and contacts in

other ways for its own business purposes;

(iv) the Company may process and transfer personal data as necessary to effect a re-

organisation of its business; and

(v) the Company may share personal data with other legal or professional advisers used

by us to provide the User with legal or professional services.

contractors and third party suppliers in accordance with clause 9, including any notice and

objection rights set out therein.

(d) The Company processes the personal data described in this clause 15.1 on the basis of the

performance of this Agreement and of its legitimate interests in operating and administering

its business and in marketing its services. Where the Data Protection Legislation requires

consent for a particular processing activity, the Company will obtain it separately, and the

User may withdraw that consent at any time without affecting the lawfulness of processing

carried out before withdrawal.

(e) Each party shall comply with the terms of the Data Protection Legislation.

15.2 THIRD PARTY DATA

(a) During and after the delivery of Services, the Company will process personal data you have

provided, including but not limited to: (i) financial policies, pension documents, investment

documents and other files uploaded for AI analysis; (ii) data you directly input into the

Service; (iii) email communications and telephone recordings when using our integration

services; and (iv) any other personal data. The Company acts as a processor for this data

on your behalf.

(b) You agree that where necessary you will have satisfied relevant statutory grounds under the

Data Protection Legislation as also undertaken necessary compliance steps, in connection

with the processing, before providing the Company with personal data.

Company in connection with this agreement (Third Party Data), that:

(i) You have all necessary rights and consents in relation to Third Party Data, including

all necessary consents or other lawful bases for email monitoring and telephone

recording where applicable, such that the Services can be performed in respect of

that data;

(ii) You are not breaching any Law by providing the Company with Third Party Data;

(iii) the Company will not breach any Law by performing the Services in relation to any

Third Party Data;

(iv) there are no restrictions placed on the use of the Third Party Data (including by any

Third Party Terms) and if there are any such restrictions, you have notified the

Company of this, and the Company has agreed to perform the Services in respect of

that data (being under no obligation to do so); and

(v) the Company will not breach any Third Party Terms by performing the Services in

relation to any Third Party Data.

(d) You agree at all times to indemnify and hold harmless the Company and its officers,

employees and agents from and against any loss (including reasonable legal costs) or

liability incurred or suffered by any of those parties, where such loss or liability was caused

or contributed to by a breach of any warranty in clause 15.2(c).

(e) The Parties acknowledge that in respect of any Third Party Data, or the purposes described

in clause 15.2(a) including email communications, telephone recordings, and their

transcriptions, and for the purposes of the Data Protection Legislation, you are the controller

and the Company is the processor. This applies to all data processed through our

12(f) (g) (h) integration services, and you remain responsible for obtaining necessary consents from all

parties involved in such communications.

You and the Company will comply with the Data Protection Legislation.

The Company shall, in relation to any Personal Data processed in connection with this

clause 15.2, and where applicable through any sub-processor appointed in accordance with

clause 9, ensure that such sub-processor is subject to written obligations no less protective

than those set out in this clause 15.2. The particulars of processing required by Article 28(3)

of the UK GDPR are set out in Schedule 3. The Company shall:

(i) process that personal data in compliance with your reasonable instructions with

respect to processing personal data;

(ii) keep the personal data confidential;

(iii) not transfer any personal data outside of the UK, unless in accordance with the Data

Protection Legislation, the Company ensures that:

(A) the transfer is to a country approved as providing an adequate level of

protection for personal data; or

(B) there are appropriate safeguards in place for the transfer of personal data; or

(D) one of the derogations for specific situations applies to the transfer.

(iv) assist you at your cost in responding to any data subject access request and to

ensure compliance with your obligations under the Data Protection Legislation with

respect to security, breach notifications, privacy impact assessments and

consultations with supervisory authorities or regulators;

(v) notify you without undue delay, after becoming aware of a personal data breach or

communication which relates to the Company’s or your compliance with the Data

Protection Legislation;

(vi) at your written request, delete or return personal data (and any copies of the same)

to you within 30 days of termination of these Terms unless required by the Data

Protection Legislation to store the personal data; and

(vii) maintain complete and accurate records and information to demonstrate compliance

with this clause 15.2 and allow for audits by you or your designated auditor, provided

that any such audit: (A) takes place no more than once in any twelve (12) month

period, save where required by a regulator or following a personal data breach

affecting your Client Data; (B) is on not less than thirty (30) days’ prior written notice;

to the Company’s business; (D) is at your cost; (E) is subject to the auditor first

entering into reasonable confidentiality undertakings; and (F) is satisfied in the first

instance by the Company providing its then-current security documentation, policies

and any third-party certifications or audit reports.

The Company shall ensure that they have in place appropriate technical or organisational

measures, to protect against unauthorised or unlawful processing of personal data and

against accidental loss or destruction of, or damage to, personal data, including specific

measures for protecting email communications and telephone call recordings. These

measures shall include encryption in transit (TLS 1.2) and at rest (AES-256) for email and

call data, secure storage of transcriptions, and role-based access controls, appropriate to

the harm that might result from the unauthorised or unlawful processing or accidental loss,

destruction or damage and the nature of the data to be protected, having regard to the state

of technological development and the cost of implementing any measures. Such measures

may include, where appropriate:

(i) pseudonymising and encrypting personal data;

13(ii) ensuring confidentiality, integrity, availability and resilience of its systems and

services;

(iii) ensuring that availability of and access to personal data can be restored in a timely

manner after an incident; and

(iv) regularly assessing and evaluating the effectiveness of the technical and

organisational measures adopted by it.

16 DATA BACKUP

(a) To cancel service, Users must explicitly cancel their subscription through their Account

settings or via contacting the Company at support@4admin.co.uk. The Company will

automatically delete all analysed data 9 months after its last view or edit, regardless of

account status, in accordance with our data minimisation policy, with 7-day alerts prior to

any automatic deletion. Users are responsible for ensuring appropriate data retention

periods and may manually delete their data at any time through their Account settings. The

retention and deletion periods in this clause 16, clause 2.2(a) and clause 6(a) are to be read

together; where they conflict, this clause 16 prevails.

(b) The Company will not be able to recover any data or content after its automatic 9-month

deletion period or more than 30 days after account cancellation, whichever comes first. It is

strongly recommended that you back up all important data, including analysed financial

documents, before any deletion occurs.

the maximum extent permitted by Law, any liability for, any cost, loss, damages or expenses

arising out of the cancellation of your Account and any loss of data.

17 ESCROW AND CONTINUITY OF SERVICE

(a) The Company shall maintain appropriate arrangements to ensure continuity of access to

Client Data in the event of insolvency, cessation of business or material service failure.

(b) Upon termination for any reason, the Company shall provide reasonable assistance for up to

thirty (30) days to enable the Client to export any/all of its data in a standard / reusable

format such as csv.

18 LIABILITY

(a) The Company bears no liability for delays or errors arising from information displayed on the

Website, and the responsibility for checking and verifying all information remains with the

User, as clearly stated on the Website. To the maximum extent permitted by applicable law,

Company limits all liability to any person for loss or damage of any kind, however arising

whether in contract, tort (including negligence), statute, equity, indemnity or otherwise,

arising from or relating in any way to this Website, these Terms or any services provided by

the Company, is limited to the greater of:

(i) the total aggregate Charges paid to the Company by you in the three months

preceding the first event giving rise to the relevant liability (or in the case of annual or

pre-paid subscriptions, an amount equal to 3 months of the pro-rated subscription

value); or

(ii) £100

(b) All express or implied representations and warranties in relation to the Services and the

associated services performed by the Company are, to the maximum extent permitted by

applicable Law, excluded, save for those warranties, commitments and service levels

expressly given by the Company in these Terms, including in clauses 5(b), 9, 15 and 17 and

in Schedule 1.

14(c) (d) (e) (f) (g) (h) (Indemnity) The Client indemnifies the Company and its employees and agents in respect

of all liability for loss, damage or injury which is or may be suffered by any person arising out

of or in connection with your or your representatives’:

(i) breach of any of these Terms;

(ii) use of the Website; or

(iii) access of any Services provided by the Company.

(iv) For the avoidance of doubt, the Client’s liability under this indemnity is not subject to

the cap in clause 18(g).

(Consequential loss) To the maximum extent permitted by Law, under no circumstances

will the Company be liable for any incidental, special or consequential loss or damages

(direct or indirect), or damages for loss of data, business or business opportunity, goodwill,

anticipated savings, profits or revenue arising under or in connection with this Website,

these Terms or any Products or services provided by the Company, except to the extent this

liability cannot be excluded under Law.

Nothing in these Terms will exclude or limit a party’s liability for fraud or intentional unlawful

conduct by a party, or death or personal injury resulting from a party’s negligence.

To the extent that the provisions of any applicable Law shall impose restrictions on the

extent to which liability can be excluded under these Terms or an Order, including, for the

avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act

1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of

reasonableness, the exclusions set out in this clause will be limited in accordance with such

restrictions. However, any exclusions of liability that are not affected by such restrictions will

remain in full force and effect.

(Client Liability Cap) The Client’s total aggregate liability arising under or in connection

with this Agreement (whether in contract, tort, negligence or otherwise) shall be limited to

the total Charges paid by the Client in the twelve (12) months preceding the event giving

rise to the claim, except in respect of fraud or wilful misconduct, and except in respect of the

indemnity in clause 18(c).

(Company IP indemnity) The Company shall indemnify the Client against any award of

damages made against the Client by a court of competent jurisdiction, and the Client’s

reasonable legal costs, arising from a third-party claim that the Client’s use of the Services

in accordance with these Terms infringes that third party’s Intellectual Property Rights,

provided that the Client: (i) notifies the Company promptly in writing of the claim; (ii) gives

the Company sole conduct of the defence and settlement of the claim; (iii) provides

reasonable assistance at the Company’s cost; and (iv) makes no admission of liability. This

indemnity does not apply to any claim arising from User Content, the Client’s own data, any

modification of the Services not made by the Company, or use of the Services in

combination with anything not supplied by the Company. The Company’s total liability under

this indemnity is subject to the cap in clause 18(a). If the Services become, or the Company

reasonably believes they may become, the subject of such a claim, the Company may at its

option procure for the Client the right to continue using the Services, modify or replace the

Services so that they are non-infringing, or terminate this Agreement on written notice and

refund pre-paid Charges for the unexpired period. This clause states the Client’s sole and

exclusive remedy in respect of any claim of the type described in it.

19 DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with these Terms must not

commence court proceedings arising from or relating to the dispute, other than a claim for

urgent interlocutory injunction or other equitable relief, unless that party has complied with

the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this

agreement must give the other party or parties to the dispute written notice (including email

15in accordance with clause 22.9) containing reasonable details of the dispute and requiring

its resolution under this clause.

efforts to resolve the dispute in good faith. The parties may, by mutual agreement, refer the

dispute to mediation. If the dispute is not resolved within a period of 14 days (or such other

period as agreed by the parties in writing) after the date of the notice, any party to the

dispute may take legal proceedings to resolve the dispute, subject to clause 22.1

(Governing Law).

20 THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act

1999 to enforce any term of this agreement.

21 FORCE MAJEURE

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under

this agreement (other than an obligation to pay money) due to a Force Majeure Event, the

Affected Party must give to the other party prompt written notice of:

(i) reasonable details of the Force Majeure Event; and

(ii) so far as is known, the probable extent to which the Affected Party will be unable to

perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 21(a), the relevant obligation will be suspended during

the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

Majeure Event as quickly as possible.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide,

explosion or fire;

(ii) strikes or other industrial action outside of the control of the Affected Party;

(iii) any unplanned outage of third-party hosting providers or internet infrastructure, or

malicious cyber-attacks (including DDoS) outside the Affected Party’s reasonable

control;

(iv) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion,

epidemic, pandemic; or

(v) any action by a government authority in response to a pandemic or other public

health emergency beyond the reasonable control of the Affected Party.

(e) If a Force Majeure Event continues for a continuous period of three (3) months (“Force

Majeure Period”) and materially prevents performance of this agreement, either Party may

terminate the agreement on written notice.

22 GENERAL

22.1 GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out

of or in connection with it or its subject matter or formation shall be governed by and construed in

accordance with the law of England and Wales. Each party irrevocably agrees that the courts of

England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including

noncontractual disputes or claims) arising out of or in connection with this agreement or its subject

matter or formation.

1622.2 WAIVER

No party to these Terms may rely on the words or conduct of any other party as a waiver of any

right unless the waiver is in writing and signed by the party granting the waiver.

22.3 SEVERANCE

Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent

that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is

not limited or otherwise affected.

22.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or

benefits them jointly and severally.

22.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these

Terms without the prior written consent of the other party, except in connection with a sale or

transfer of all or substantially all of its business or assets, or to any member of its group of

companies, in either case on written notice to the other party.

22.6 COSTS

Except as otherwise provided in these Terms, each party must pay its own costs and expenses in

connection with negotiating, preparing, executing and performing these Terms.

22.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior

negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to

the subject matter of these Terms. Each party acknowledges that in entering into this Agreement it

has not relied on, and shall have no right or remedy in respect of, any statement, representation,

assurance or warranty (whether made negligently or innocently) other than as expressly set out in

these Terms. Nothing in this clause limits or excludes any liability for fraud or fraudulent

misrepresentation.

22.8 ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between the documents forming this Agreement, the

following order of precedence applies, in descending order: (a) any signed Order Form or

agreement expressly varying these Terms; (b) Schedule 2 (Service Level and Support Services);

Schedule 1; (g) Schedule 4 (Third-Party Suppliers and Sub-processors); and (h) any other

document incorporated by reference.

22.9 NOTICES

(a) (i) (ii) (b) A notice or other communication to a party under this agreement must be:

in writing and in English; and

delivered via email to the other party, to the email address specified in this

agreement, or if no email address is specified in this agreement, then the email

address most regularly used by the parties to correspond regarding the subject

matter of this agreement as at the date of this agreement (Email Address). The

parties may update their Email Address by notice to the other party. Notices to the

Company must be sent to support@4admin.co.uk and copied to any notices address

specified in the Checkout Confirmation or the applicable Order Form.

Unless the party sending the notice knows or reasonably ought to suspect that an email was

not delivered to the other party’s email address, notice will be taken to be given:

17(i) 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public

holiday in England and Wales (or, if clause 22.1 is amended, the jurisdiction

identified there), in which case the notice will be taken to be given on the next

Business Day; or

(ii) when replied to by the other party,

whichever is earlier.

22.10 TERM AND TERMINATION

(a) This Agreement begins on the Effective Date and continues for the Initial Term, and shall

then renew automatically for successive periods of the same length as the Initial Term (each

a Renewal Term; together with the Initial Term, the Term), unless terminated in accordance

with this clause.

(b) Either party may terminate this Agreement for convenience with effect from the end of the

Initial Term or any Renewal Term by giving written notice before the end of that term of not

less than: (i) sixty (60) days, where the Initial Term is twelve (12) months or longer; or (ii)

thirty (30) days, in all other cases.

commits a material breach which is not capable of remedy, or which is capable of remedy

and is not remedied within thirty (30) days of written notice requiring it to be remedied; or (ii)

becomes insolvent, enters administration or liquidation, has a receiver or administrator

appointed over any of its assets, or ceases or threatens to cease to carry on business.

(d) The Company may terminate this Agreement immediately on written notice where any

Charges remain unpaid thirty (30) days after their due date and the Client has been notified

in writing of the non-payment.

(e) The Client’s rights to terminate under clauses 3(l)(vi), 5(c), 9(e), 21(e) and 22.11(b) are

unaffected by this clause.

(f) On termination, all Charges accrued up to the effective date of termination become

immediately due and payable. No refund is payable in respect of pre-paid Charges, except

where the Client terminates under clauses 22.10(c), 9(e), 21(e), 5(c) or 22.11(b), in which

case the Company shall refund pre-paid Charges for the unexpired period on a pro-rata

basis.

(g) Termination shall not affect any rights or obligations accrued prior to the effective date of

termination. Clauses 1.3, 6, 7, 8, 14, 15, 16, 17, 18, 19, 20 and 22, and any other clause

which by its nature is intended to survive, shall survive termination.

22.11 VARIATION

(a) Where the Client has entered into a signed agreement or Order Form incorporating these

Terms, no variation of this Agreement is effective unless it is in writing and signed by both

parties, save for: (i) increases to the Charges made in accordance with clause 3(l); and (ii)

changes required by law or by a regulator.

(b) For all other Clients, the Company may vary these Terms on not less than thirty (30) days’

written notice. Where a variation materially and adversely affects the Client, the Client may

terminate this Agreement by written notice given before the variation takes effect, and the

Company shall refund pre-paid Charges for the unexpired period on a pro-rata basis.

22.12 PUBLICITY AND REFERENCES

The Company may identify the Client as a customer, and use the Client’s name and logo, on its

website and in its marketing materials and sales collateral. The Client may withdraw this permission

at any time on written notice, and the Company shall cease such use within thirty (30) days. Any

case study, quotation, press release or other named use beyond the name and logo requires the

Client’s prior written approval.

18Schedule 1 Service-Tier Specification

1. Selected Tier

The Client is purchasing the subscription tier and Billing Cycle as indicated below:

Tier

Volume Basis

(Credits/LoAs per

period)

Users

Billing Cycle

Initial Term

Subscription

Commencement Date

Review Date

2. Tier Details

Item Tier A Tier B

Included Credits / LoAs

per period

Included Users

Integrations included

Support level (Schedule 2)

Onboarding /

implementation

* Overage is billed at the Overage Rate defined in Schedule 1(3) of the Terms, as varied from time to time in

accordance with clause 3(l).

3. Charges

Charge Monthly Annual (pre-pay)

Subscription Charge (ex

VAT)

Overage Rate per

Credit/LoA (ex VAT)

One-off onboarding fee (ex

VAT)

4. Tier Changes

Upgrades, downgrades and any resulting pro-rated Charges are governed by clause 3(k) (Upgrades and

downgrades) of the Terms.

5. Price Review

The Charges are subject to annual review in accordance with clause 3(l). Unless a different Review Date is

specified below, the Review Date is determined in accordance with clause 1.3(x). Alternative Review Date (if

applicable) defined in Schedule 1(1)

196. Term

The Initial Term is as stated in paragraph 1 of this Schedule. Where no Initial Term is stated, the Initial Term is

one (1) month. Renewal and termination are governed by clause 22.10 of the Terms.

7. Notices address

Client notices email

Company notices email support@4admin.co.uk

20Schedule 2 Service Level Agreement for Support Services

1 SUPPORT SERVICES

(a) (b) (c) The Company shall provide support to the Client in relation to the operation and use of the

Services during Business Hours, in accordance with this Schedule.

Support requests must be raised by email to support@4admin.co.uk. The Company will

assign a priority to each request in accordance with paragraph 1(d).

The Company will use its commercially reasonable endeavours to provide the Support in

accordance with the Service Levels in Table 1 (Service Levels).

Table 1: Service Levels

Priority Response Target Resolution Target

Critical 2 business hours 24 hours

High 4 business hours 48 hours

Medium 8 business hours 72 hours

Low 24 business hours 120 hours

(d) The severity and priority of calls are classified as follows:

(i) Critical – business critical issues only, which prevent the majority of users from

accessing the Services or where the module functionality is materially restricted with

no feasible workaround

(ii) High – issues affecting multiple users and issues affecting business operation, which

prevents a small group of users from accessing the Services or where the module

functionality is restricted but a feasible workaround exists

(iii) Medium – notification of document processing or AI analysis issues/trends;

image/data capture issues; email thread analysis or call transcription quality issues;

non-critical general, operation and technical enquiries; credit balance notifications

(iv) Low – feedback; non-essential system set-up changes, no compliance or cash flow

impact.

2 USER ACKNOWLEDGMENTS

The User acknowledges and agrees that:

(a) Service Levels do not apply to any performance or availability issues arising from:

(i) factors outside our reasonable control (for example, natural disaster, war, acts of

terrorism, riots, government action, or a network or device failure external to our data

centres, including at your site or between your site and our data centre);

(ii) any Third Party Service, information technology systems, hardware or software not

provided by the Company, including but not limited to document management

systems, email servers, telephone systems, AI analysis services, and data storage

services;

(iii) any downtime or increase latency in any Third Party Service;

(iv) the User failing to implement and maintain the dependencies;

(v) the User utilising the Services contrary to the Company’s advice on utilisation of the

Services (including any policies or guidelines provided to the User by the Company

or a Third Party Service);

21(vi) during or with respect to a preview, pre-release, beta test or trial versions of the

Service (including any particular feature);

(vii) the User’s action or inaction to a reasonable request from the Company in relation to

an issue; or

(viii) the User’s failure to maintain and follow appropriate security practices, including but

not limited to proper email security protocols and secure telephone communication

practices.

(b) the Company cannot guarantee that all issues, problems or security threats will be identified;

(d) priority levels are determined at the Company’s reasonable discretion, acting in good faith

and by reference to the definitions in paragraph 1(d).

3 SUPPORT SERVICE HOURS AND CONTACT METHODS

(a) Unless otherwise set out in this paragraph 3, the Support Services will be available from

9am – 5pm on Business Days (Business Hours).

(b) All Response Times and Resolution Targets do not include any time that falls outside

Business Hours.

4 SERVICE AVAILABILITY AND SERVICE CREDITS

(a) The Company shall use commercially reasonable endeavours to make the Services

available for at least ninety-nine point five per cent (99.5%) of each calendar month,

excluding: (i) planned maintenance notified at least forty-eight (48) hours in advance; (ii)

emergency maintenance; and (iii) any of the matters listed in paragraph 2(a) of this

Schedule.

(b) Where the Company fails to meet the availability commitment in a calendar month, the

Client may claim a service credit, calculated as a percentage of the monthly subscription

Charge for that month:

Monthly availability Service credit

99.5% or above None

Below 99.5% but at or above

99.0%

Below 99.0% but at or above

98.0%

Below 98.0% 10%

which they relate, are applied against future Charges, and are capped at ten per cent (10%)

of the monthly subscription Charge in any month.

Service credits are the Client’s sole and exclusive remedy for any failure by the Company to

meet the availability commitment or any Service Level in this Schedule.

22Schedule 3 Data Processing Particulars

Subject matter The provision of the Services: automated processing of Letters of

Authority and related back-office workflows for the Client’s

financial advice business.

Duration The Term, plus the retention and deletion periods set out in

clause 16.

Nature and purpose Collection, storage, structuring, extraction, analysis (including by

artificial intelligence and machine learning techniques),

transcription, transmission, retrieval, erasure, anonynimsation

and aggregation of personal data, for the purpose of providing

the Services to the Client.

Types of personal data Names, contact details, dates of birth, national insurance

numbers, addresses, policy and plan numbers, pension and

investment holdings and valuations, financial circumstances,

adviser correspondence, email content and metadata, telephone

call recordings and transcriptions, and any other personal data

contained in documents the Client submits to the Services.

Special category data Health data, regarding smoking status, for protection policies

only.

Categories of data

subjects

The Client’s clients and prospective clients; their dependants,

beneficiaries and connected persons where named in submitted

documentation; the Client’s employees, advisers and other

personnel; employees of product and pension providers with

whom the Services correspond.

Processing instructions The Company shall process personal data only on the Client’s

documented instructions, which comprise these Terms, the

Client’s configuration of the Services, and any further written

instruction agreed between the parties. The Company shall

inform the Client if, in its opinion, an instruction infringes the Data

Protection Legislation.

Sub-processors As set out in Schedule 4, and subject to the notice and objection

rights in clause 9.

International transfers As set out in Schedule 4 and subject to clause 15.2(g)(iii).

Security measures As set out in clause 15.2(h) and in the Company’s then-current

security documentation, available to the Client on request.

Deletion and return As set out in clauses 15.2(g)(vi) and 16.

23Schedule 4 Third-Party Suppliers and Sub-processors

Supplier Service provided Client Data processed Location

Microsoft Azure Cloud hosting,

storage and

compute

All Client Data United Kingdom (Azure UK South)

Microsoft (Azure

OpenAI)

AI document

extraction and

analysis

Document content

submitted for analysis

(real-time processing, no

retention)

UK South

Sweden

Amazon Web

Services

(Bedrock)

AI document

extraction and

analysis

Document content

submitted for analysis

(real-time processing, no

retention)

EEA (EU regions)

Google Cloud

(Vertex AI)

AI document

extraction and

analysis

Document content

submitted for analysis

(real-time processing, no

retention)

Italy

Clerk User

authentication and

identity

User account and contact

data (name, email). No

access to end-client data

United States (UK GDPR-compliant

safeguards in place – being the UK

extension to the EU-US Data Privacy

Framework)

Stripe Payment

processing

Billing contact and

payment data. No access

to end-client data

United States / EEA (UK GDPR-

compliant safeguards in place – being

the UK extension to the EU-US Data

Privacy Framework)

Telnyx Telephony Call audio, recordings and

transcripts

EEA (EU Regions)

AssemblyAI Speech-to-text

transcription

Audio submitted for

transcription, then wiped

upon completion

Ireland

The Company will notify the Client of any change to this list in accordance with clause 9(c).