Terms and Conditions

Version: February 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 www.surfacd.com.

1.1 B2B only

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).

1.2 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, clicking to accept these Terms, 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:

"Agreement Term" has the meaning given to it in Section 14.1.
"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 Stripe or another 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.

5.2 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.

5.3 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 (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, and agents authorised by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement ("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 obscure 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.

5.4 Usage Limits and Overage Fees

The Customer's use of the Services is subject to usage limits as set out in the applicable Order.

If the Customer's usage of the Services exceeds the agreed limits specified in the applicable Order, the Provider will notify the Customer of such overages.

The Customer agrees to pay additional fees for the excess usage, which will be agreed in writing (including via Online Order upgrade where applicable). The Provider reserves the right to invoice for overage fees separately or include them in the next scheduled invoice.

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.

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 of 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") during the Agreement Term 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 uses within a reasonable period.

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.

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 (e.g., Stripe) 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.

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 services 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: (a) any indirect, special, or consequential damages; or (b) 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").

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.

12.2 Exclusions and Limitations

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 defend any suit or action brought against the Provider for any third-party claim that the Customer Content directly infringes such third party's patent, copyright, or trademark, or misappropriates such third party's trade secret, or violates applicable law.

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 16.

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 all 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 is engaging in unlawful use of the Services.
Risk of Harm: The Provider determines that the Customer's use 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 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 law) 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 for future transactions. For existing contracts, the Provider will notify the Customer in writing of any material proposed changes at least 4 weeks in advance. 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 communication 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, terrorism, 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 (no card required)

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.

No payment method is required to start a Trial. To continue using paid Services after a Trial, the Customer must actively upgrade via Online Order (e.g., Stripe checkout) or execute an Order Form.

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.

1.3 Trial disclaimers

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.

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 upgrade at the end of the Trial:

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

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.