These Terms and Conditions (the “Terms” or “Agreement”) govern the use of the reputation and review management software service (“Service”) provided on a software-as-a-service (SaaS) basis by Squeez Ltd, a private limited company registered in the United Kingdom (“Provider”, “we” or “us”), to you or the entity you represent (“Client” or “you”), via our website located at squeez.io.

By signing up for, accessing, or using the Service (including any free trial), or by ticking a checkbox, clicking to accept, or otherwise proceeding with the use of the Service, the Client agrees to be bound by this Agreement. The Client acknowledges that such acceptance constitutes a clickwrap agreement and forms a legally binding contract, and further agrees that this electronic acceptance constitutes their electronic signature with the same legal force and effect as a handwritten signature. If the Client does not agree to this Agreement, they must not use the Service.

1. General

1.1. Parties

1.1.1. This Agreement is entered into between Squeez Ltd ("Provider") and the individual or business completing this form ("Client"). Together referred to as the "Parties".

1.2. Definitions

1.2.1. "Platform" refers to the proprietary software system provided by Squeez Ltd that enables the Client to request and collect customer reviews, manage customer communications, send marketing and service messages, view reporting and analytics, manage leads and contacts, and access related features, modules, APIs, mobile applications, web interfaces, updates, enhancements, and support services offered by Squeez Ltd.

1.2.2. "Services" means the setup, onboarding, training, and ongoing support services provided by Squeez Ltd to assist the Client in accessing, configuring, and effectively utilising the Platform, along with any agreed advisory or technical assistance.

1.2.3. "Client Data" means all data, content, information, customer details, messages, contact lists, communications, files, and materials uploaded, submitted, imported, or otherwise provided by the Client or its Users to or through the Platform.

1.2.4. "User" means any individual authorised by the Client to access or use the Platform under the Client's account, including employees, agents, or representatives.

1.2.5. "Authorised Use" means use of the Platform strictly in accordance with this Agreement, applicable laws, and any usage instructions, documentation, and acceptable use policies provided by Squeez Ltd. Authorised Use includes only lawful communication with customers who have given valid consent under GDPR and PECR regulations.

1.2.6. "Subscription Fees" means the recurring fees payable by the Client for access to the Platform and associated Services, as set out in this Agreement or in the selected package.

1.2.7. "Setup Fee" means the one time fee for initial configuration, onboarding, and activation of the Client's account on the Platform, payable upon signing this Agreement.

1.2.8. "Messaging Credits" means the allocated or purchased volume of SMS, WhatsApp, email, or other platform based communications available to the Client each billing period. Additional messaging credits may be purchased where usage exceeds the Client's package allocation.

1.2.9. "Third-Party platforms" means Third-Party applications, systems, tools, communication channels, and services integrated with or connected to the Platform, including but not limited to WhatsApp, Meta services, Google, SMS gateway providers, and email service providers. Squeez Ltd is not responsible for the performance, availability, policies, or charges of Third-Party platforms.

1.2.10. "Confidential Information" has the meaning given in Section 10 and includes all non public business, technical, commercial, and customer information disclosed by one Party to the other.

1.2.11. "Term" means the duration of this Agreement as set out in Section 8, including any renewal periods.

1.2.12. "Agreement" means this Service Agreement including all sections, schedules, attachments, policies, and incorporated terms.

1.2.13. "Brand Features" means the Client's name, logos, trademarks and brand assets provided or otherwise made available to the Provider for the purposes set out in Section 17.

1.2.14. "Business Day" means Monday to Friday, 9:00–17:00 UK time, excluding UK public holidays.

1.2.15. "UK time" means local time in the United Kingdom, including Daylight Saving adjustments.

1.3. Interpretation

1.3.1. This Agreement, including all sections and provisions herein, shall be interpreted and construed in accordance with the laws of Northern Ireland. Any ambiguities or uncertainties in the interpretation of this Agreement shall not be construed against the drafting Party.

1.4. Entire Agreement

1.4.1. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral, relating to such subject matter.

1.5. Amendment

1.5.1. This Agreement may only be amended or modified in writing signed by both Parties. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of the same provision on any other occasion.

1.6. Notices

1.6.1. Any notices or communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail, or sent by recognised overnight courier service to the addresses provided by each Party.

1.6.2. Notices may be given by email to the addresses notified by each Party for contract notices. Email notices are deemed received on the business day sent if sent before 5pm local time of the recipient, otherwise on the next business day.

1.6.3. The Client agrees that the email address entered into the Provider's billing or CRM system constitutes their official notice address unless otherwise updated in writing.

1.7. Survival

1.7.1. The provisions of this Agreement that by their nature extend beyond the termination or expiration of this Agreement shall survive such termination or expiration, including but not limited to provisions related to confidentiality, intellectual property, indemnification, limitation of liability, and severability.

1.8. Counterparts

1.8.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

1.8.2. This Agreement is intended to establish the terms and conditions governing the relationship between the Client and the Provider with respect to the provision of Platform access and support services agreed. The Parties acknowledge and agree that the services provided under this Agreement are subject to the terms and conditions set forth herein, and that each Party's rights and obligations are defined by the provisions of this Agreement.

1.8.3. The Parties further acknowledge and agree that this Agreement reflects a mutual understanding and agreement reached after negotiation and discussion. Each Party has had the opportunity to review and seek legal advice regarding the terms of this Agreement and enters into this Agreement voluntarily and without duress.

1.8.4. The Parties intend for this Agreement to govern their relationship comprehensively and to address all relevant aspects of their engagement. Any additional terms or conditions not expressly provided for in this Agreement shall not be binding on the Parties unless agreed to in writing by both Parties.

1.8.5. By entering into this Agreement, the Parties affirm their commitment to fulfilling their respective obligations and responsibilities in good faith and in accordance with the terms and conditions set forth herein.

1.8.6. Electronic Signatures

1.8.6.1. The Parties agree that electronic signatures, click-wrap acceptance and electronic delivery of this Agreement are legally binding and shall have the same effect as wet ink signatures and physical delivery.

1.9. Incorporated Policies

1.9.1. By signing this Agreement, the Client confirms they have reviewed, understood, and agree to be bound by the Provider's Terms and Conditions, Data Processing Addendum and Privacy Policy, which form part of this Agreement by reference. The latest versions are available on request and on the Provider's website at squeez.io.

1.9.2. The Provider may update the Terms and Conditions, Data Processing Addendum and Privacy Policy from time to time to reflect legal, security, or operational requirements. Material changes will be notified to the Client by email notice at least 30 days before they take effect, unless a shorter period is required by law or for security.

1.9.3. In the event of any conflict or inconsistency, the order of precedence shall be:

1.9.3.1. this Agreement,

1.9.3.2. the Data Processing Addendum,

1.9.3.3. the Terms and Conditions,

and 1.9.3.4. the Privacy Policy.

1.9.4. The Client may request a copy of the then-current Terms and Conditions, Data Processing Addendum and Privacy Policy at any time, and the Provider will supply them without undue delay.

2. Platform Deliverables

2.1. Scope of support

2.1.1. The Provider will provide the Client with access to the Platform and the support services included in the Client's selected subscription package.

2.1.2. Any support requested beyond the included package will require separate agreement and may incur additional fees.

3. Deliverables

3.1. The Provider will make the Platform available to the Client and deliver the services included within the selected subscription package. The Platform is delivered as a software service and core functionality is provided through the Platform. Any additional services or customisations requested by the Client beyond the standard Platform features or agreed level of support will require separate written agreement and may incur additional fees.

3.2. The Provider will provide access to the Platform and reasonable support during the Term, subject to the Client's compliance with this Agreement and timely payment of fees. Support may include onboarding assistance, troubleshooting, and general usage guidance. The Provider is not responsible for managing the Client's internal systems or performing services beyond those expressly included in the subscription.

4. Client Cooperation

4.1. The Client agrees to provide timely and accurate cooperation as required to enable effective use of the Platform, including providing access to relevant systems, data, and authorised personnel where needed. Any support or configuration requests outside standard Platform functionality must be submitted with a minimum of 10 working days' notice. Requests submitted with less than 10 working days' notice may not be completed within that timeframe and are subject to the Provider's availability.

5. Payment Terms

5.1. The Client authorises the Provider to charge the payment method supplied for:

5.1.1. An ongoing monthly Platform subscription fee for the selected subscription plan, for the agreed-upon term set out in section 8.1.1.

5.1.2. The first monthly payment will be charged on the date of the initial purchase, with subsequent payments automatically charged on the same day each month for the duration of the agreed-upon term.

5.2. The Client acknowledges that this payment method authorisation will remain in effect for the full term of the contract, and agrees to notify the Provider in writing of any changes to account or payment details at least seven days prior to the next billing date. The Client confirms they are an authorised user of the provided payment method and will not dispute valid charges made under this Agreement.

5.3. The Provider reserves the right to adjust its standard subscription fee rates, with written notice provided to the Client at least 30 days prior to any proposed increase. However, no such increase shall take effect during the initial period of this Agreement. Thereafter, any increase may occur no more than once per year.

5.4. Payment for the Platform will be billed automatically on the same date each month to the Client's authorised payment method. If an automatic payment fails, the Provider will attempt to recharge the payment method. Where payment cannot be collected successfully, the Client agrees to settle the outstanding balance within 30 days of the invoice date. All payments must be made in full and without deduction, except as required by law. Any overdue amounts outside of this 30-day period will accrue interest at a rate of 3 percent per annum above the Bank of England base rate. The Provider reserves the right to suspend access to the Platform in the event of non-payment and to set off any sums owed by the Client against any amounts payable to the Provider.

5.5. The Client agrees not to initiate any chargeback or payment dispute for valid charges under this Agreement. Any improper chargebacks will incur an administration fee of £150 plus recovery of all associated costs.

6. Refunds

6.1. The Client acknowledges and agrees that, except in the event of a material breach of this Agreement by the Provider, no refunds shall be provided for any fees or payments made by the Client under this Agreement. The Client further agrees that the fees and payments made under this Agreement are non-refundable, even in the event of termination or expiration of this Agreement for any reason other than a material breach by the Provider.

6.2. The Provider reserves the right to withhold any refunds or reimbursements unless the Provider has materially breached its obligations under this Agreement. In the event of a material breach by the Provider, the Client shall provide written notice to the Provider specifying the nature of the breach and allowing the Provider a reasonable opportunity to cure the breach. If the Provider fails to cure the breach within the specified cure period, the Client may be entitled to a refund as provided by law.

6.3. No partial or prorated refunds shall be provided for unused Subscription periods, unused messaging credits, or partial months of service.

7. Messaging Credits & Usage Costs

7.1. The Client acknowledges that the use of SMS, WhatsApp, email, and other communication features within the Platform requires Messaging Credits. The Client may only send communications where there are sufficient credits available.

7.2. Credit Allocation: Messaging Credits are included as part of the Client's selected subscription plan or may be purchased as an add-on. Credit inclusions and rates vary by plan.

7.3. Rollover: Unused Messaging Credits roll over to the next billing period while the subscription remains active and the account is in good standing. Rolled-over credits are not cash redeemable, cannot be transferred, and are forfeited upon cancellation or termination of the subscription.

7.4. Auto Top-Up: The Client may enable auto top-up and set a top-up amount, a balance threshold that triggers top-up, and a monthly cap on total top-ups. When enabled, the Client authorises the Provider to charge the stored payment method whenever the balance falls below the configured threshold. The Client may disable or change auto top-up settings at any time within the Platform. Disabling auto top-up may limit sending if the balance is insufficient.

7.5. Manual Purchases: Where auto top-up is disabled or capped, the Client may purchase additional credits manually within the Platform.

7.6. Billing Method: Credits are billed in advance of usage when purchased, or automatically under the auto top-up settings chosen by the Client. The Client agrees to maintain a valid payment method for such charges.

7.7. No Refunds on Credits: Messaging Credits are non-refundable and not exchangeable for cash. Credits are only usable while the subscription is active.

7.8. Fair Usage and Abuse Prevention: The Provider may limit, suspend, or terminate messaging capabilities if usage exceeds fair commercial use, appears fraudulent or abusive, violates laws or provider rules, or risks harming the Provider's sending reputation or systems. This is in addition to any Fair Usage clause in this agreement.

7.9. Third-Party Delivery Networks: Message delivery depends on third-party networks and providers. The Provider does not guarantee delivery success, delivery times, or inbox placement.

7.10. Third-Party Provider Charges: Additional carrier, gateway, or platform fees may apply for certain message types or routes. These may be passed through to the Client as part of credit pricing or as separate charges, as set out in the Client's plan.

7.11. Blocked or Failed Messages: Credits may be consumed for attempted messages, including messages blocked or undelivered by third-party networks or recipients' settings.

7.12. Rate Changes: The Provider may update the credit pricing to reflect changes by carriers or third-party providers. Any change will be communicated in advance and will not apply retroactively to credits already purchased.

7.13. Carrier Rules and Sender Reputation

7.13.1. The Client acknowledges that all messaging is subject to carrier, platform, and telecommunications regulations. The Client is fully responsible for maintaining lawful consent and compliant messaging practices. The Client shall be liable for any fines, penalties, damages, or suspension actions imposed by carriers, regulators, or messaging partners arising from the Client's messaging activity. The Provider may suspend messaging where required to protect sender reputation, delivery systems, or compliance obligations.

7.13.2. The Provider may require template pre-approval, sender ID registration or rate limiting to protect deliverability and compliance.

8. Duration of Contract

8.1. Term

8.1.1. This Agreement shall commence on the date of the initial purchase and shall continue in effect for an initial term of 1 month, unless terminated earlier as per the terms of this Agreement.

8.2. Renewal

8.2.1. Upon expiration of the initial term, this Agreement shall automatically renew for successive renewal terms of 1 month, unless either Party provides written notice of non-renewal at least 1 month prior to the expiration of the then-current term.

8.3. No Early Cancellation

8.3.1. The Client may not cancel the Agreement during the initial term except as permitted under this Agreement.

9. Termination

9.1. Either Party may terminate this Agreement upon written notice to the other Party in the event of a material breach of any provision of this Agreement by the other Party, subject to a cure period of seven days following receipt of written notice specifying the nature of the breach.

9.1.1. Early Termination

9.1.1.1. Either Party may terminate this Agreement before the expiration of the initial term or any renewal Term upon mutual written agreement or for convenience upon one-month prior written notice to the other Party. In the event of early termination for convenience by the Client, the Client shall pay the Provider a termination fee equal to the remaining Subscription Fees payable for the duration of the initial term or renewal period.

9.1.2. Effect of Termination

9.1.2.1. Upon termination of this Agreement for any reason:

9.1.2.1.1. The Client shall pay the Provider for all services performed and expenses incurred up to the effective date of termination. Any outstanding payments owed to the Provider shall become immediately due and payable. These fees will be made up of the remainder of the agreed term length which is 1 month at the agreed monthly cost of the original subscription.

9.1.2.1.2. Upon termination or expiry of this Agreement, the Client may request a copy of its Client Data stored within the Platform. The Provider will make such data available for export for a period of 30 days following the termination date (the "Export Window"). After the Export Window, the Provider may permanently delete all Client Data in accordance with its data retention and deletion policies, unless otherwise required by law. The Client is solely responsible for exporting its data within the Export Window. The Provider shall not be liable for any loss of data following the expiry of the Export Window.

9.2. Suspension for Non-Payment or Misuse

9.2.1. Squeez Ltd may suspend Platform access immediately if:

9.2.1.1. payment fails and remains unpaid for 7 days

9.2.1.2. the Platform is used unlawfully or in breach of this Agreement

9.2.1.3. continued use threatens system security or other customers' access

9.2.2. Suspension does not remove the Client's obligation to pay fees for the Term.

10. Confidentiality and Non-Disclosure

10.1. Definition of Confidential Information

10.1.1. Each Party (the "Disclosing Party") may disclose certain confidential and proprietary information to the other Party (the "Receiving Party") during the term of this Agreement. "Confidential Information" shall include, but not be limited to, proprietary business information, trade secrets, technical data, financial information, marketing plans, customer and vendor lists, and any other information designated as confidential by the Disclosing Party.

10.1.2. Obligations of Confidentiality: The Receiving Party agrees to maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party and to use such Confidential Information only for the purposes of performing its obligations under this Agreement. The Receiving Party shall not disclose or permit access to the Confidential Information to any Third-Party without the prior written consent of the Disclosing Party.

10.2. Exceptions

10.2.1. The obligations of confidentiality and non-disclosure shall not apply to any information that:

10.2.1.1. Is or becomes publicly known through no wrongful act of the Receiving Party;

10.2.1.2. Is rightfully received by the Receiving Party from a Third-Party without breach of any confidentiality obligation;

10.2.1.3. Is independently developed by the Receiving Party without reference to or use of the Confidential Information of the Disclosing Party; or

10.2.1.4. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party of such requirement to enable the Disclosing Party to seek a protective order or other appropriate remedy.

10.3. Protection of Confidential Information

10.3.1. The Receiving Party agrees to take all reasonable measures to protect the confidentiality of the Confidential Information, including but not limited to implementing and maintaining appropriate physical, technical, and administrative safeguards to prevent unauthorised access, use, or disclosure.

10.4. Return of Confidential Information

10.4.1. Upon termination or expiration of this Agreement, or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in its possession or control and provide written certification of such return or destruction upon request.

10.5. Data Protection & Processing

10.5.1. Each Party shall comply with the UK GDPR, Data Protection Act 2018, and all applicable privacy laws.

10.5.2. Squeez Ltd processes Client Data solely to provide the Platform and Services.

10.5.3. The Client acts as Data Controller and Squeez Ltd acts as Data Processor.

10.5.4. Squeez shall implement appropriate technical and organisational measures to protect Client Data.

10.5.5. Squeez Ltd may process Client Data through secure third-party sub-processors necessary to deliver the Platform, subject to industry-standard safeguards.

10.5.6. A full Data Processing Addendum (DPA) forms part of this Agreement and shall apply where the Provider processes personal data on behalf of the Client. The latest version of the DPA is available on request or on our website squeez.io and may be updated from time to time to comply with legal requirements.

10.6. Consent & Messaging Compliance

10.6.1. The Client is solely responsible for ensuring it has obtained valid consent and maintains a lawful basis under GDPR and PECR for all messaging, review requests, marketing communications, and customer contact through the Platform. Squeez Ltd accepts no liability arising from the Client sending communications without lawful consent.

10.7. Remedies

10.7.1. The Parties acknowledge that any unauthorised disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Parties agree that the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.

11. Relationship Between Parties

11.1. Independent Contractors

11.1.1. The relationship between the Provider and the Client established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or Provider relationship between the Parties.

11.2. Authority

11.2.1. Neither Party shall have the authority to bind or obligate the other Party in any manner, except as expressly provided for in this Agreement. Each Party retains full control over its employees, contractors, and agents engaged in the provision of services under this Agreement.

11.3. Non-Exclusivity

11.3.1. This Agreement is non-exclusive, and nothing herein shall restrict or limit either Party from engaging in similar agreements or relationships with third parties, provided that such activities do not conflict with the terms of this Agreement.

11.4. Communication and Cooperation

11.4.1. The Parties shall maintain open and transparent communication throughout the term of this Agreement. The Client agrees to promptly provide feedback, information, and approvals necessary for the Provider to perform its obligations under this Agreement. Similarly, the Provider agrees to promptly address any concerns or inquiries raised by the Client regarding the services provided.

11.6. Dispute Resolution

11.6.1. In the event of any dispute arising out of or related to this Agreement, the Parties shall first attempt to resolve the dispute amicably through good-faith negotiations. If the Parties are unable to reach a resolution through negotiation, the dispute shall be submitted to mediation administered by a mutually agreed-upon mediator, with each Party bearing its own costs of mediation.

11.7. Governing Law and Jurisdiction

11.7.1. This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the courts of Northern Ireland, and the Parties hereby consent to the jurisdiction of such courts.

11.8. Non-Solicitation

During the Term and for 12 months after, the Client shall not directly or indirectly solicit for employment any employee or contractor of the Provider who was materially involved in delivering the Services, except with the Provider's prior written consent. This does not restrict general recruitment not targeted at such persons.

12. Ownership and Intellectual Property

12.1. Client Data and Content

12.1.1. The Client retains all rights, title, and interest in any data, content, or materials submitted, uploaded, or provided to the Platform by the Client or its authorised users ("Client Data").

12.1.2. The Client grants the Provider a non-exclusive, royalty-free licence to store, process, transmit, and display Client Data solely for the purpose of providing the Platform and related services.

12.2. Provider Intellectual Property

12.2.1. The Provider retains all rights, title, and interest in and to the Platform, its Software, code, architecture, user interface, features, analytics, documentation, and any improvements, modifications, or derivative works ("Provider IP").

12.2.2. Nothing in this Agreement transfers ownership of the Platform, its features, Software code, or any proprietary methods to the Client.

12.3. Client Use Rights

12.3.1. Subject to payment of all fees, the Provider grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Term for internal business use only.

12.4. Third-Party Services and Integrations

12.4.1. The Platform may integrate with third-party tools or services. The Client's use of those third-party services is subject to the terms and policies of those providers.

12.5. Prohibited Use and Restrictions

12.5.1. The Client shall not copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform.

12.6. Assignment

12.6.1. Neither Party may assign this Agreement without prior written consent, except the Provider may assign this Agreement in connection with a merger, acquisition, or sale of business assets, provided the assignee assumes the Provider's obligations hereunder.

12.7. IP Indemnity

12.7.1. Each Party will indemnify the other against claims arising from infringement relating to their own materials or data supplied under this Agreement.

12.8. Use of Anonymised Data

12.8.1. The Provider may use anonymised and aggregated data for the purposes of improving the Platform, analytics, customer experience, and product development. No Client-identifiable information will be disclosed.

13. Acceptable Use of Platform

13.1. The Client and its Users shall only use the Platform for lawful business purposes and in accordance with this Agreement. The Client shall not, and shall ensure Users do not:

13.1.1. use the Platform to send unlawful, unsolicited, misleading or harmful communications

13.1.2. attempt to bypass, reverse engineer, copy or otherwise interfere with the Platform's functionality or security

13.1.3. use the Platform to transmit harmful code or malware

13.1.4. share login credentials outside their organisation or exceed user limits

13.1.5. use the Platform in a manner that disrupts performance or degrades service for other users

13.1.6. use the Platform in breach of GDPR, PECR, consumer protection rules or other applicable regulations

13.1.7. upload illegally obtained contact data to the Platform

13.2. Squeez Ltd may suspend access immediately if the Platform is used in violation of this clause.

14. Limitation of Liability

14.1. Extent of Liability

14.1.1. In no event shall either Party be liable to the other Party or any Third-Party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, even if the Party has been advised of the possibility of such damages.

14.2. Direct Damages

14.2.1. Notwithstanding anything to the contrary contained herein, the total liability of either Party to the other Party for all claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Client to the Provider under this Agreement preceding the date on which the claim arose.

14.3. Basis of the Bargain

14.3.1. The limitations of liability set forth in this section shall apply regardless of the form of action, whether in contract, tort (including negligence), or otherwise, and shall apply even if the remedies provided herein fail of their essential purpose.

14.4. Exceptions

14.4.1. The limitations of liability set forth in this section shall not apply to liability arising out of or related to:

14.4.1.1. Either Party's breach of its confidentiality obligations under this Agreement;

14.4.1.2. Either Party's indemnification obligations under this Agreement;

14.4.1.3. Either Party's wilful misconduct or gross negligence; or

14.4.1.4. Death or personal injury caused by the negligence of either Party.

14.5. Allocation of Risk

14.5.1. The Parties acknowledge and agree that the limitations of liability set forth in this section fairly allocate the risks between the Parties, and that the fees payable under this Agreement reflect this allocation of risk and the limitations of liability set forth herein.

14.6. No Consequential Damages

14.6.1. In no event shall the Provider be liable for any damages arising out of or related to the services provided under this Agreement that are attributable to the actions or omissions of third-party service providers, including but not limited to social media platforms and messaging platforms.

15. Guarantees

15.1. Performance Guarantee

15.1.1. The Provider guarantees that it will provide Platform access and will perform the support services outlined in this Agreement with reasonable skill, care, and diligence consistent with industry standards.

15.2. Results Disclaimer

15.2.1. The Client acknowledges and agrees that the Provider does not guarantee specific results or outcomes from the Platform and support services provided under this Agreement. The success of the services provided may vary based on factors beyond the control of the Provider, including but not limited to market conditions, industry trends, and client-specific variables.

15.3. No Warranties

15.3.1. Except as expressly provided in this Agreement, the Provider makes no warranties, express or implied, regarding the services provided under this Agreement, including but not limited to any warranties of merchantability or fitness for a particular purpose.

15.4. Platform Usage & Performance

15.4.1. The Provider may make available analytics dashboards and reporting tools relating to messaging activity, customer requests, and Platform usage.

15.5. Platform Improvements

15.5.1. The Provider may provide feature updates, performance improvements and Platform enhancements at its discretion.

15.6. Client Responsibilities

15.6.1. The Client acknowledges that the success of the Platform and support services is dependent on the Client's timely provision of necessary information, feedback, and approvals as outlined in the Agreement. Failure to fulfil these responsibilities may impact the effectiveness of the support provided.

15.7. Limitation of Liability

15.7.1. The limitations of liability outlined in the Agreement shall apply to any claims or disputes arising out of or related to the guarantees provided in this section.

15.8. No Guarantees of Third-Party Platforms

15.8.1. The Provider does not guarantee the performance or availability of third-party platforms or tools used in connection with the Platform access and support services, including but not limited to:

15.8.1.1. deliverability of messages via third-party networks

15.8.1.2. availability, performance, or policy changes of third-party platforms

15.8.1.3. fees charged by third-party communication services

15.8.2. Use of third-party services remains subject to their own terms and policies.

15.9. Message Delivery

15.9.1. The Provider does not guarantee that any messages, notifications, or requests sent via the Platform will be delivered to recipients, as delivery depends on networks, devices, and third-party systems outside the Provider's control.

15.10. Service Availability

15.10.1. The Provider will use reasonable endeavours to make the Platform available at all times, excluding scheduled maintenance, emergency maintenance, and downtime caused by events outside the Provider's reasonable control, including failures of third-party networks, carriers, or platforms. The Provider does not guarantee uninterrupted or error-free operation of the Platform.

15.10.2. Support is available during the Support Hours set out in clause 3.3.

16. Severability

16.1. General Provision

16.1.1. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement to the extent necessary to make the remaining provisions enforceable to the fullest extent permitted by applicable law.

16.2. Effect of Severance

16.2.1. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.

16.3. Modification of Severed Provision

16.3.1. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the Parties agree to negotiate in good faith to replace such provision with a valid, legal, and enforceable provision that reflects the original intent of the Parties to the maximum extent possible.

16.4. Enforceability in Part

16.4.1. If any provision of this Agreement is held to be unenforceable in part, such provision shall be enforced to the maximum extent permissible under applicable law, and the remainder of such provision and all other provisions of this Agreement shall remain in full force and effect.

16.5. Waiver of Severability Challenges

16.5.1. The Parties expressly waive any and all rights to challenge the enforceability or validity of any provision of this Agreement on the grounds that such provision is invalid, illegal, or unenforceable, except to the extent necessary to enforce the remainder of this Agreement.

16.6. Survival

16.6.1. The provisions of this agreement shall survive the termination or expiration of this Agreement indefinitely.

17. Publicity, Logos and Case Studies

17.1. Licence to Use Brand Features

17.1.1. The Client grants the Provider a non-exclusive, worldwide, royalty-free licence to use the Client's name, logo and brand assets ("Brand Features") for the purposes of identifying the Client as a customer of the Platform on the Provider's website, pitch decks and other marketing materials.

17.2. Case Studies and Testimonials

17.2.1. The Client agrees that the Provider may create and publish written or visual case studies describing the Client's use of the Platform and Services. The Provider will submit any detailed case study or testimonial that identifies the Client by name for the Client's review (email approval is sufficient). If the Client does not respond within 7 business days, approval will be deemed given.

17.3. Performance Data

17.3.1. The Provider may reference performance outcomes achieved through use of the Platform and Services. Unless the Client has approved identification under clause 17.2, such references will use aggregated and/or anonymised data that does not disclose Client-identifiable information or Confidential Information.

17.4. No Transfer of Rights

17.4.1. The Client retains all rights in its Brand Features. Any use by the Provider will comply with any reasonable brand guidelines supplied by the Client.

17.5. Opt-Out / Withdrawal

17.5.1. The Client may withdraw permission for future use of its Brand Features by giving 30 days' written notice. This does not require the Provider to recall or remove materials already in circulation but the Provider will remove the Client from live webpages and future materials within the notice period.

17.6. Sensitive or Regulated Content

17.6.1. The Provider will not disclose Client Confidential Information or personal data other than as permitted under this Agreement and the DPA. No press release naming the Client will be issued without prior written approval.

18. Force Majeure

18.1. Neither Party shall be liable for any delay or failure in performing its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, epidemic or pandemic, war, terrorism, labour disputes, governmental action, utility or telecommunications failures, or outages of Third-Party platforms. The affected Party shall use reasonable endeavours to mitigate the effects and resume performance as soon as reasonably practicable.

19. No Waiver

19.1. No failure or delay by either Party to enforce any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any such right or remedy preclude any further exercise of it or any other right or remedy.