Terms and Conditions

Version: March 2026

1. Scope and Parties

These Terms of Services ("Terms") govern the provision of, and all use of, the cloud-based software-as-a-service platform called "Surfacd" (the "Platform") provided by Clarity London Ltd (the "Provider" or "we" or "us") to its customer (the "Customer"), as further specified in the applicable Order (as defined below).

This includes access to and use of the Provider's software, hosting, updates, support, and related services as specified in the applicable Order (the "Services").

The exact features of the Surfacd platform are further described on our website at https://surfacd.com.

The Services are offered only for business use. By accepting these Terms, and/or accessing and using the Platform, the Customer represents and warrants that it is acting in the course of business (and not as a consumer).

Acceptance and authority

Customer accepts and agrees to be bound by this Agreement by any of the following:

signing an Order Form (enterprise); and/or
creating an account, starting a Trial (as defined in Schedule 1), placing an Online Order (as defined below), paying for the Services, and/or using the Platform or any Services (self‑serve).

The individual accepting these Terms represents and warrants that they have authority to bind the Customer.

2. Order of Precedence

This Agreement is comprised of the following documents, listed in order of precedence:

the Order Form (if applicable);
any document referred to in the Order (including any addendum, agreement, schedule, statement of work, or other supplemental terms) ("Supplemental Documents"); and
these Terms.

For self‑serve Customers, there may be no signed Order Form; instead, the Customer's Online Order (as defined below) and these Terms apply.

3. Rules of Interpretation

In this Agreement:

section, schedule, and paragraph headings will not affect its interpretation;
reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not);
reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future; and
a reference to writing or written includes email and any notifications given through the Services (where applicable).

In case of a conflict or inconsistency between various terms contained in the different documents listed in the Order of Precedence section above, the terms contained in a higher-listed document shall take precedence over the terms in a lower-listed document.

4. Definitions

In addition to defined terms used elsewhere in these Terms:

"Agency Customer" means a Customer that is identified as an "Agency" or "Agency Customer" in the applicable Order, or as otherwise agreed between the Parties in writing. For the avoidance of doubt, references to "Customer" throughout this Agreement shall include an Agency Customer;
"Agreement Term" has the meaning given to it in Section 14.1.
"End Client(s)" means a client of an Agency Customer to whom the Agency Customer provides its own services, and to whom the Agency Customer wishes to provide services which incorporate the Services, together with that client's employees, contractors and other authorised users.
"Order" means either (a) an Order Form signed by the Parties, or (b) an Online Order.
"Online Order" means a self‑serve subscription or plan selection completed online via the Platform and/or Provider's website (including checkout and payment via our payment processor).
"Start Date" means the start date specified on an Order or, if no date specified, the date of first access / log-in by the Customer to the Platform.
"Subscription" means the Customer's right to access and use the Services during the applicable subscription term under an Order.
"Trial" has the meaning given in Schedule 1.

5. Use of Services

5.1 Provision and Use of Services

During the Agreement Term, the Provider shall provide the Services to the Customer in accordance with the terms of this Agreement.

The Provider shall grant the Customer access to and use of the then-current version of the Platform via the Internet.

The Provider is only obliged to make available the most recent, operational version of the Platform at any given time.

Where a Customer is an Agency Customer, the Provider further grants the Agency Customer, during the Agreement Term, a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein) right to:

access and use the Services to deliver its own services to End Clients; and
permit End Clients to access and use limited features of the Services solely:
1. in connection with the services provided to them by the Agency Customer; and
2. for the relevant End Client's internal business purposes.

5.2 Agency Customers and End Clients - only applicable where a Customer is an Agency Customer

The Parties acknowledge that End Clients may be granted access to certain environment(s) or functionality within the Platform (for example, dedicated workspaces or projects) as configured by the Agency Customer. Provider does not warrant that all features available to the Agency Customer will be made available to End Clients.

Any configuration of the Services for End Clients, including the creation of dedicated workspaces or environments, shall be the responsibility of the Agency Customer unless otherwise agreed in writing.

End Clients are clients of the Agency Customer only. They do not have any direct contractual relationship with Provider in relation to the Services, and nothing in the Agreement is intended to, or shall be deemed to, confer any rights on any End Client to enforce any term of the Agreement against Provider.

Provider shall have no obligation to enter into any direct agreement with any End Client in relation to the Services, unless the Parties agree otherwise in writing.

Agency Customer is solely responsible for:

selecting, vetting and onboarding End Clients;
configuring and managing End Client access to the Services (including the granting and revocation of End Client projects);
its contractual and commercial arrangements with End Clients, including all fees charged to End Clients and any service‑level commitments given to End Clients; and
ensuring that End Clients comply with the Agreement and any acceptable use or similar policies notified by Provider from time to time.

Any act or omission of an End Client in relation to the Services shall be deemed to be an act or omission of the Agency Customer. The Agency Customer shall be liable to Provider for any breach of the Agreement caused by an End Client as if such breach were committed by the Agency Customer.

The Agency Customer shall promptly notify Provider if it becomes aware of any unauthorised access to, or misuse of, the Services by any End Client which may impact the security, stability or integrity of Provider's systems or other users.

5.3 Service Levels

The Provider aims to maintain a monthly availability of the Platform of 99% at the delivery point (the network interface of the Provider's data center).

"Availability" means the Customer's ability to access and use the main functions of the Platform.

Periods of scheduled maintenance, force majeure, and interruptions caused by the Customer or third parties for whom the Provider is not responsible shall not be deemed downtime.

5.4 Customer Obligations

The Customer agrees to:

use the Services solely for its own internal business purposes in compliance with all applicable laws and not for commercial resale, or distribution to third parties, save where such Customer is an Agency Customer in which case the extended use case in Section 5.1 above shall also apply (the "Authorised Use");
keep confidential any login credentials and prevent unauthorised access to the Services;
ensure that only those of Customer's employees, consultants, contractors, agents and, in the case of an Agency Customer, its End Clients, all of whom must be authorised by Customer (or Agency Customer, as applicable) to access and use the Services under the rights granted to them pursuant to this Agreement (all referred to herein as "Authorised Users"), comply with the terms of this Agreement;
refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services or the Platform, except to the extent expressly permitted by law or this Agreement;
not observe the functionality of the Services to develop a product or service that is substantially similar to the Services;
not use the Services in breach of applicable law, regulations, and any other user guides, manuals, technical specifications, and other materials provided by the Provider, in any form or medium that describe the functionality, use, or operation of the Services (the "Documentation");
refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; and
not to use the Services to build, train, or configure any artificial intelligence model, except where expressly agreed by the Provider in writing.

In the event of a breach of these obligations, without prejudice to any other rights the Provider may have under this Agreement, the Provider is entitled to temporarily suspend or restrict the Customer's access to the Services, after reasonable notice if feasible, and/or terminate this Agreement for cause pursuant to Section 14.2 below.

5.5 Usage Limits

The Customer's use of the Services is subject to usage limits as set out in the applicable Order and for the avoidance of doubt, applies to Customer and End Clients, where applicable. The platform will not allow overages unless otherwise agreed on an Order Form.

6. Data and Security

6.1 Customer Content

"Customer Content" means all data, materials, or content uploaded by the Customer or its Authorised Users in connection with the Services. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for its internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support.

6.2 Customer Content Responsibilities

Customer Content will remain the property of the Customer. The Customer is responsible for:

the content, quality, legality, and accuracy of the Customer Content provided by the Customer and its Authorised Users;
obtaining all necessary consents before sharing the Customer Content with the Provider; and
notifying the Provider promptly if the Customer becomes aware of any unauthorised access to the Services that may impact the security, stability or integrity of Provider's systems, or other users.

6.3 Data Security

The Provider shall maintain appropriate administrative, physical, technical, and organisational safeguards to protect the security, confidentiality, and integrity of Customer Content, as further outlined in any applicable Documentation and the Provider's Privacy Policy.

The Provider agrees to notify the Customer of any security breaches that adversely impact the Customer Content within 72 hours of becoming aware of such security breach.

6.4 Data processing / DPA

Where required by applicable data protection law, the Parties agree that the Data Processing Addendum in Schedule 2 (or another DPA referenced in the applicable Order) will apply and is incorporated into this Agreement.

The Customer shall ensure that it has and maintains all necessary rights, consents and notices to lawfully permit the Provider to process personal data relating to Authorised Users, as applicable, in accordance with the Agreement.

7. Intellectual Property Rights

7.1 Ownership of Services and Documentation

The Provider or its third-party licensors own all intellectual property rights in and to the Platform, the Services and the Documentation, including any modifications or derivatives.

7.2 Ownership of Feedback

The Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from the Customer's, or Authorised Users' requests, suggestions, or ideas ("Feedback") will vest in the Provider.

The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner the Provider deems appropriate.

If the Feedback includes the Customer's Confidential Information, the Provider does not own that information and will handle it in accordance with the Confidentiality Section in this Agreement.

7.3 Independent Development and Use of Customer Content

The Customer grants the Provider the right to:

use Customer Content as necessary to provide the Services and fulfil the Provider's obligations under this Agreement;
anonymise and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorised Purpose or benefit the Customer and its industry; and
transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement, where relevant.

The Provider will ensure that any anonymisation is performed using industry-standard techniques to render the data irreversibly non-identifiable.

The Customer acknowledges that anonymised data will not be subject to any controller-processor relationship and that the Provider may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.

7.4 Reference Use

The Customer permits the Provider to use its name and logo ("Customer Marks") to identify the Customer as a user of the Services in promotional materials, following any provided usage guidelines.

The Provider will not alter the Customer Marks and will not disclose any confidential information of the Customer in this context.

Opt-out: The Customer may opt out at any time by notifying the Provider in writing, and the Provider will stop new and, where possible, existing uses within a reasonable period.

7.5 Custom Branding

The Provider may permit a Customer to use the Platform on a custom-branded or co-branded basis as designated on an Order ("Custom Branding Rights").

Where Custom Branding Rights apply, and subject to this Agreement:

the Customer may configure their workspace within the Platform to display the Customer's name and/or logo and to reflect a colour scheme selected by the Customer within the branding and configuration options made available by Provider from time to time;
Provider grants the Customer a non‑exclusive, non‑transferable, revocable right during the Agreement Term to use such configuration options solely in connection with the Services it receives under this Agreement;
In addition to the rights granted in Section 7.4 above, the Customer grants to Provider a non‑exclusive, worldwide, royalty‑free licence during the Agreement Term to use, reproduce and display the Customer Marks:
1. within the Services as part of the agreed custom-branding configuration; and
2. for internal purposes related to the provision, maintenance and security of the Services;
Provider will use the Customer Marks (as provided by the Customer) to customise the Platform as available within the Platform. For the avoidance of doubt, the Customer is responsible for ensuring that any such use of the Customer Marks by the Provider does not infringe any third party intellectual property rights and is in accordance with the Customer's own brand guidelines;
On expiry or termination of the Agreement, or on expiry or removal of the Custom Branding Rights (if earlier), Provider may remove the Customer Marks and revert any custom-branding or co‑branded configuration to a standard Provider‑branded configuration; and
Provider may modify the available branding and configuration options from time to time as part of updates to the Services.

Ownership of marks. As between the Parties:

all right, title and interest in and to the Customer Marks shall remain with the Customer;
all right, title and interest in and to the Surfacd and Provider trademarks, trade names, logos and get‑up ("Provider Marks"), and all other intellectual property in or relating to the Services, shall remain with Provider or its licensors; and
nothing in this Section 7 transfers ownership of any Customer Marks or Provider Marks between the Parties.

Use and limitations. The Customer shall:

ensure that any use of the Customer Marks within the Services complies with applicable law and does not infringe the rights of any third party;
not register, or attempt to register, any domain name, trademark or other identifier that incorporates or is confusingly similar to any Provider Marks; and
promptly follow any reasonable instructions from Provider regarding the use or display of Provider Marks within the Services.

8. Fees

8.1 Payment Terms (enterprise invoicing)

Fees for the Services will be invoiced in accordance with the billing cycle set out in the applicable Order Form (monthly or annually in advance).

Payments are due within 14 days of the invoice date, unless a different period is agreed and specified in the Order Form.

Late payments may incur interest at the maximum rate allowed by law, calculated from the due date until payment is made in full, including the period where the Parties are engaged in dispute resolution through mediation or court.

For the avoidance of doubt, where a Customer is an Agency Customer, Provider will invoice the Agency Customer in accordance with the Agreement and the applicable Order. Provider has no obligation to invoice End Clients directly, unless otherwise agreed in writing.

8.2 Self‑serve billing (Online Orders; Stripe)

For Online Orders:

fees will be charged in advance on a monthly or annual basis (as selected at checkout) and will auto-renew unless cancelled in accordance with Section 14.1;
the Customer authorises the Provider and its payment processor to charge the Customer's payment method for recurring subscription fees, applicable Taxes, and any agreed add-ons; and
if payment fails, the Provider may retry payment and may suspend access in accordance with Section 14.4 (Suspension of Services).

8.3 Non-Cancellable and Non-Refundable Fees

All fees are non-cancellable and non-refundable, except:

where cancellation rights apply for self‑serve Online Orders under Section 14.1 (cancellation effective end of billing period); or
in the event of early termination by the Customer due to a material breach by the Provider. In such cases, the Provider will refund any prepaid fees for services not yet delivered as of the termination date.

For clarity, where a Customer cancels a self‑serve Online Order, the Customer remains responsible for fees through the end of the then-current billing period and unused time is not refunded, except as required by law.

8.4 Disputed Payments

In the absence of any disputes or amounts mandatorily withheld by law, all payments must be settled in full by the Customer in accordance with the Agreement.

Undisputed invoice(s) received from the Provider must be paid by the date stipulated without any set-off, deduction, or withholding.

To dispute an invoice, the Customer must notify the Provider in writing within 30 days, providing a clear explanation of the dispute. The Provider agrees to review and consider the dispute in good faith and provide a written determination within a reasonable timeframe. Any undisputed portion of the invoice must still be paid by the due date.

For the avoidance of doubt, any dispute between an Agency Customer and an End Client (including in relation to fees, performance, or service levels) shall not affect the Agency Customer's payment obligations to Provider under the Agreement. The Agency Customer shall not withhold or delay payment of any undisputed amounts due to the Provider on the basis of any issue or dispute with an End Client.

9. Taxes

9.1 Applicability of Taxes

All fees and charges under this Agreement are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value-added tax (VAT), sales tax, goods and service tax, or use tax (collectively, "Taxes"), which shall be paid by the Customer at the rate and in the manner prescribed by law.

9.2 Taxes Collected by Provider

If the Provider is legally required to collect Taxes on behalf of a taxing authority, these Taxes will be itemised on the invoice (or checkout receipt) provided to the Customer.

Customer agrees to pay the invoiced Taxes unless it provides the Provider with a valid tax exemption certificate authorised by the appropriate taxing authority by the invoice payment due date (or, for self‑serve checkout, prior to completion of checkout where supported).

10. Warranties

10.1 Provider Warranties

The Provider warrants that:

the Services will perform in substantial conformity with the applicable Documentation; and
the Provider will take reasonable steps to keep the Services free from viruses, malware, or other harmful code.

10.2 Sanctions and Export Controls

Customer shall not (and shall procure that Authorised Users shall not):

export, re-export, or transfer the Services (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or
permit access to or use of the Services by an organisation or individual identified on any government denied-party list or owned 50% or more by an organisation or individual on a denied-party list.

10.3 Mutual Warranties and Representations

Each Party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it:

has the legal power and authority to enter into this Agreement;
is duly organised, validly existing, and in good standing under applicable laws; and
has all rights necessary to meet its obligations under this Agreement.

For the avoidance of doubt, the Provider makes no warranty that the Customer's use of the Services will comply with the Customer's legal obligations, which the Customer is solely responsible for determining.

10.4 Limitation of Warranties

The Provider's warranties shall not apply if any loss or damage arises from:

using or causing the Services to be used in a way that is outside the scope of this Agreement and accompanying Documentation;
unauthorised modifications or alterations to the Services, whether directly or materially caused by the Customer;
negligence, misuse, or omission by the Customer that results in or amounts to a breach of its obligations under this Agreement;
delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet; or
the Customer's failure to determine its compliance with applicable laws in its use of the Services.

10.5 Remedies

If the Customer notifies the Provider in writing of a breach of the warranties, the Provider will, within 30 days of notification, at its discretion (acting reasonably) and expense:

repair or replace the non-conforming Services; or
if repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused fees paid by the Customer.

These remedies are the Customer's sole and exclusive remedies for breach of warranties.

10.6 Disclaimers

To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in this Agreement, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Except as expressly provided, all Services, support, and materials are provided on an "as is" and "as available" basis.

The Provider makes no warranty that the Services, Documentation, or that results of use will:

meet the Customer's or any third party's requirements;
operate without interruption;
achieve any intended result;
be error-free; or
be compatible or work with Customer components.

Changes to or unavailability of Customer components, connections, or environments during the Agreement Term do not alter the Customer's obligations under this Agreement.

Trials / beta: The additional disclaimers in Schedule 1 apply to Trials and any beta/preview features.

11. Limitation of Liability

11.1 Liability Cap

Unless otherwise agreed in the Order Form, each Party's total aggregate liability arising under or in connection with this Agreement shall not exceed fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim ("Liability Cap").

11.2 Liability Exemption

Neither Party will be liable for:

any indirect, special, or consequential damages; or
whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, or wasted expenditure (and even if advised of the possibility of such losses).

11.3 Exclusions from Liability Cap

The limitations and exclusions of liability set forth in this Agreement do not apply to:

amounts due and payable by the Customer for the Services under this Agreement;
the indemnification obligations in Section 12;
violation of a Party's intellectual property rights;
fraud or wilful misconduct; or
any other liability that cannot be excluded or limited under applicable law.

11.4 Applicability of Limitations and Exclusions

The limitations and exclusions in this Section 11 shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.

12. Indemnities

12.1 Indemnity by the Provider

Subject to Section 11.3 (Exclusions from Liability Cap), the Provider agrees to defend any suit or action brought against Customer for any third-party claim that the Services directly infringe such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret ("Infringement Claim").

12.2 Exclusions and Limitations

The Provider shall have no liability or obligations under this Section 12 for any Infringement Claim to the extent that it results from:

modifications to the Services made by a party other than the Provider or a party under its direct control;
the combination, operation, or use of the Services with unauthorised third-party products, software, services, or materials;
use of the Services in breach of the Agreement; or
any Customer Content, designs, instructions, specifications, or similar materials provided by the Customer.

12.3 Remedies for Infringement

In the event of an Infringement Claim or Provider's reasonable belief that an Infringement Claim may arise, the Provider, at its option and expense, may:

procure the right for the Customer to continue using the Services in accordance with the Agreement; or
make modifications to or replace the Services so that they become non-infringing without incurring a material reduction in performance or functionality; or
if the above are not commercially feasible, terminate the Customer's right to use the infringing Services and refund the unused remainder of any prepaid Fees for those Services.

12.4 Indemnity by the Customer

Subject to Section 11.3 (Exclusions from Liability Cap), the Customer agrees to indemnify, defend, and hold harmless Provider from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

any third-party claim that the Customer Content and/or any Customer Marks directly infringes such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret, or violates applicable law; and
where applicable, any claim made by an End Client relating to the Agency Customer's provision of services to such End Client or its use of the Services on their behalf (except to the extent caused by Provider's breach of the Agreement).

12.5 Indemnification Procedure

The indemnifying Party shall not settle any claim in a manner that materially prejudices the indemnified Party without the indemnified Party's prior written consent.

Each Party agrees to indemnify the other from any resulting costs related to such defence and damages finally awarded by a court of competent jurisdiction, provided that:

the indemnified Party promptly notifies the indemnifying Party in writing of the claim;
the indemnifying Party has sole control of the defence and all related settlement negotiations; and
the indemnified Party provides the indemnifying Party with the information, assistance, and authority necessary to fulfil its obligations under this Section 12.

12.6 Limitation

This Section 12 sets out the Parties' sole and exclusive remedies and their entire liability with respect to claims that are subject to indemnification under the Agreement.

13. Confidentiality

13.1 Definition of Confidential Information

Each Party may share confidential, proprietary, or sensitive information ("Confidential Information") with the other in connection with this Agreement.

Confidential Information does not include publicly available information obtained without breach of this Agreement or any information that:

was known by the receiving Party on a non-confidential basis before disclosure,
was lawfully obtained from a third party without confidentiality obligations, or
is independently developed without reference to or use of the disclosing Party's information.

13.2 Obligations Regarding Confidential Information

The receiving Party agrees:

to use Confidential Information solely for purposes of this Agreement,
to protect it using at least the same level of care as it uses for its confidential information, and
to limit the disclosure to its employees, contractors, or agents who need to know it to fulfil obligations under this Agreement and are bound by confidentiality obligations.

The receiving Party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing Party (if permitted) and cooperates to minimise the disclosure.

Upon termination of this Agreement, the receiving Party will, upon written request, destroy or return Confidential Information, except as required for legal or regulatory purposes or archival practices.

14. Term, Termination and Suspension

14.1 Term and Renewal Mechanics

This Agreement commences on the earlier of:

the start date set out in the applicable Order Form; or
the date the Customer accepts these Terms (including by starting a Trial, placing an Online Order, paying fees, or using the Services),

and remains in effect until access to the Services is terminated in accordance with this Agreement ("Agreement Term").

Order Form subscriptions (enterprise): Unless otherwise specified in the Order Form, the initial term begins on the Start Date and lasts for 12 months. Thereafter, the subscription will automatically renew for successive 12-month terms unless either Party provides written notice of non-renewal at least 60 days prior to the expiration of the then current term.

Online Orders (self‑serve): The subscription term will be monthly or annually as selected at checkout and will automatically renew for successive periods of the same length unless the Customer cancels prior to renewal. Self‑serve cancellation takes effect at the end of the then-current billing period.

14.2 Termination Rights

Either Party may terminate this Agreement immediately by giving written notice to the other Party if:

the other Party commits a material breach of this Agreement that is not remedied within 30 business days of receiving written notice specifying the breach and requiring it to be remedied;
the other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out above;
the other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings; or
the other Party's operational or business processes have demonstrably and substantially changed to the extent that it is no longer capable of meeting its obligations under this Agreement.

14.3 Actions on Termination

Upon expiration or termination of an Order (including (i) a Trial ending without upgrade, or (ii) a cancellation taking effect at the end of billing period), the Provider will disable the Customer's access to the Services.

Following a period of 30 days after the effective termination/expiry date of the relevant Order, the Provider will delete all Customer Content from its active systems unless retention is required to comply with legal or regulatory obligations.

The Provider will ensure that deletion is performed in a secure and industry-standard-compliant manner.

The Customer acknowledges that, notwithstanding deletion from active systems:

Customer Content may remain in encrypted, access-restricted backups for as long as reasonably required as part of the Provider's standard backup and disaster recovery processes; and
such backup-held data is not available for routine access, export, or restoration at the Customer's request, except where necessary for disaster recovery, security, or system integrity.

14.4 Suspension of Services

The Provider may suspend or limit the Customer's use of the Services under the following circumstances ("Suspension Triggers"):

Overdue Payments (enterprise): Payments are overdue by 15 days or more.
Payment failures (self‑serve): recurring payment attempts fail or the payment method becomes invalid.
Illegal or Inappropriate Use: The Provider becomes aware of, or has valid reason to believe, the Customer (or any End Client, if applicable) is engaging in unlawful use of the Services.
Risk of Harm: The Provider determines that the Customer's use (or any End Client's use, if applicable) may harm the Services, compromise the security of the Provider's systems or other customers, or infringe on third-party rights.
Breach of Agreement: The Customer's use (or any End Client's use, if applicable) of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of the Provider's systems.

In the event of a Suspension Trigger, the Provider may take actions including immediate suspension in emergencies or within 30 days for other triggers.

The Provider will notify the Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.

If the Customer is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with the Provider. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.

The Provider will take reasonable steps to mitigate and minimise the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to the Provider's reasonable satisfaction.

15. General Terms

15.1 Notices

Formal notices under this Agreement must be in writing and sent to the email or postal addresses on the Order Form as may be updated by a Party to the other in writing.

For self‑serve Online Orders, notices may be sent to the account admin email address and/or via in‑product notifications, unless mandatory law requires otherwise.

15.2 Third parties

Only Parties to this Agreement have the right to enforce any of its terms.

15.3 No Partnership

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.

15.4 Amendments

The Provider may make reasonable changes to the Services (for example, to improve performance or comply with laws) provided that such changes do not eliminate core features of the Services. We will inform you of any material changes in a timely manner.

The Provider reserves the right to modify or update these Terms from time to time, and the latest version will be available at https://surfacd.com/terms-of-service. The Provider will notify the Customer in writing of any material changes to the Terms. Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If the Customer does not agree, the Customer's remedy is to cancel the subscription (effective end of billing period).

15.5 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all its assets.

Any assignment made in violation of this Section will be null and void.

15.6 Waiver

If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.

15.7 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

15.8 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, disregarding its conflict of laws and jurisdiction provisions.

15.9 Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, either Party shall invite the other Party to commence negotiations to resolve the dispute in good faith.

Any invitation to negotiate shall be issued in writing, in the usual way the Parties communicate in writing.

If the Parties do not reach a settlement within 14 calendar days of one Party having invited the other in writing to negotiate, the dispute shall be exclusively and finally resolved by litigation in the courts of London, England.

Notwithstanding anything to the contrary in this Agreement, either Party may seek equitable relief, including injunctions, in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

15.10 Force Majeure

Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms.

The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.

15.11 Entire Agreement

This Agreement, including its appendices and other documents that are referenced throughout the Agreement, constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations that the Parties have agreed to during their negotiations.

15.12 Severability

If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.

15.13 Survival

The rights and obligations of the Parties under this Agreement that by their nature or context are intended to survive termination or expiration of the Agreement will remain in effect, including but not limited to Sections related to Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.

Schedule 1 — Trial and Beta Use Terms

1.1 Free Trial

The Provider may offer the Customer access to the Services on a free trial basis ("Trial") for a period stated at sign-up or otherwise communicated in writing. The Provider may require a payment method prior to commencing a Trial.

1.2 Trial limitations

Trials may have limited features, usage, storage, or support, as determined by the Provider and described at sign-up or in Documentation.

The Provider may withdraw or suspend a Trial if it reasonably believes the Customer is abusing the Trial or using the Services unlawfully or in breach of the Agreement.

1.3 Trial disclaimers

To the maximum extent permitted by law, Trials (and any beta/preview features) are provided "as is" and "as available", and the Provider disclaims all warranties and support commitments for Trials/beta unless expressly agreed in writing.

1.4 End of Trial

If the Customer does not wish to continue with a paid plan at the end of Trial:

If no payment method has been provided, the Trial will end at the end date;
If a payment method has been provided, the Customer must cancel the Trial within the Platform, otherwise the Trial will roll into a paid subscription.

At the end of the Trial, if the Customer does not wish to continue with a paid plan then:

access will be disabled;
Customer Content will be retained for 30 days; and
deletion/backups will be handled in accordance with Section 14.3.

If the Customer wishes to continue with a paid plan, either:

An Order must be placed
Or the payment method on file will be automatically charged at the Trial end date for the subscription plan that the Trial relates to.

Schedule 2 — Data Processing Addendum (DPA)

Where applicable data protection laws require it, the Parties agree as follows:

Roles: Customer is the Controller and Provider is the Processor (as those terms are understood under applicable data protection law) for personal data contained in Customer Content.
Details of Processing: The details of the processing, including the subject matter, duration, nature, and purpose of the processing, and the categories of personal data and data subjects, are set out in Appendix 1 to this DPA.
Processing Instructions: Provider will process personal data only on documented instructions from Customer, as necessary to provide the Services, and as otherwise required by applicable law. Provider will immediately inform Customer if, in its opinion, an instruction infringes applicable data protection laws.
Confidentiality: Provider will ensure that personnel authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Security: Provider will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including measures to protect personal data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
Subprocessors: Provider may use subprocessors for the provision of the Services. Provider will maintain an appropriate mechanism for disclosing material subprocessors and changes, and will impose on subprocessors data protection obligations substantially the same as those set out in this DPA. Provider remains fully liable for the performance of the subprocessors' obligations.
Data Subject Rights: Taking into account the nature of the processing, Provider will assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the data subject rights under applicable data protection law.
Assistance with Compliance: Provider will assist Customer in ensuring compliance with the Customer's obligations concerning data security, notification of personal data breaches, Data Protection Impact Assessments (DPIAs), and prior consultation with supervisory authorities, taking into account the nature of processing and the information available to Provider.
Breach Notification: Provider will notify Customer without undue delay upon becoming aware of a personal data breach affecting Customer Content.
International Transfers: Transfers of personal data will be made subject to appropriate safeguards (e.g., standard contractual clauses (SCCs) / UK Addendum) where required by applicable data protection law.
Audit Rights: Provider will make available to Customer all information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, on reasonable notice and subject to reasonable confidentiality undertakings.
Deletion/Return: Upon termination or expiry of the Agreement, Provider will, at the choice of the Customer, delete or return all personal data to the Customer and delete existing copies, unless applicable law requires retention of the personal data.

Appendix 1: Details of Processing

Subject matter of the processing: Providing the Surfacd Services to the Customer.

Duration of the processing: For the term of the Agreement, unless otherwise required by law.

Nature and purpose of the processing: Hosting, storage, transmission, and analysis necessary to provide the functionality of the Services as described in the Agreement.

Categories of personal data: Contact information, usage data, content data, metadata.

Categories of data subjects: Customer's employees, agents, contractors, end-users, or individuals whose data is contained in Customer Content.