LICENCE TERMS AND CONDITIONS

Front Office AI is a SaaS platform for the front office that improves comms, simplifies event management and helps departments complete custom documents at scale and manage deals. These terms and conditions are intended to explain our obligations as a service provider and your obligations as a customer. They are binding on and apply to your use of the Service from the time you confirm acceptance below. PLEASE READ THEM CAREFULLY.

The Front Office AI platform will evolve over time based on user feedback and ongoing development work. We will try to give you reasonable notice of any major changes. These terms and conditions are not intended to answer every question or address every issue raised by your use of the Service. We reserve the right to change these terms at any time, effective upon the posting of modified terms and we will endeavour to communicate these changes to you via email or notification when you next access the Service. It is your obligation to ensure that you have read, understood and agreed to the most recent terms available via the Service.

By registering to use the Service you acknowledge that you have read and understood this Agreement and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. DEFINITIONS

1.1 The following terms shall have the following meanings for the purpose of this Agreement:

"Agreement" means these terms and conditions, together with the Order Confirmation Details, governing the rights and obligations of the parties.

“Authorised Users” means those employees and/or independent contractors of the Customer who are authorised by the Customer to use the Service, excluding Invited Users.

"Confidential Information" means any commercial, financial, marketing, technical, or other information, know-how, or trade secrets disclosed by either party or obtained under or in connection with this Agreement, including through the use of the Service.

"Customer" means the person or corporate entity on whose behalf a person registers to use the Service, as specified in the Order Confirmation Details.

“Admin User” means an Authorised User designated by the Customer with the rights and responsibilities outlined in clause 2.3.

“Customer Data” means all data, information, materials, or documents provided or inputted by the Customer or any Authorised User through their use of the Service.

“Data Protection Laws” refers to all applicable privacy and data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as may be amended or replaced from time to time.

“Documentation” refers to the document(s) provided online by Front Office AI, accessible through https://frontoffice.ai/ or any other notified web address, containing a description of the Software, minimum hardware and software requirements, and other relevant information necessary for accessing and using the Services.

“Fees” collectively refer to the Subscription Fees payable by the Customer.

“Initial Subscription Term” means the minimum subscription period specified in the Order Confirmation Details, commencing on the date of this Agreement.

"Intellectual Property Rights" means all current and future intellectual property rights, including copyrights, trademarks, trade names, domain names, logos, inventions, trade secrets, know-how, design rights, patents, utility models, semiconductor topographies, software rights, database rights, privacy rights, and similar rights in any part of the world, whether registered or unregistered.

“Invited Users” means any person or entity, other than the Customer or an Authorised User, authorised by the Customer to use the Service in order to participate in a Deal.

“Front Office AI” refers to the provider of the Service, Front Office AI Limited, a company registered in England with registration number 11712964 and registered address at 727-729 High Road, London, United Kingdom, N12 0BP.

“Order Confirmation Details” means the information provided by the Customer during the subscription process, including Subscription details, summarised and displayed on the screen before confirming acceptance of this Agreement.

“Renewal Subscription Period” means the period described in clause 4.1, starting immediately after the expiry of the Initial Term.

“Security Policy” refers to the document provided by Front Office AI, accessible online through https://frontoffice.ai/ or as otherwise provided, outlining the security, integrity, and disaster recovery processes implemented by Front Office AI in providing the Services.

"Service" means the Software provided by Front Office AI as an online front office management solution, including any associated mobile application, made available to the Customer via the internet under the terms and conditions of this Agreement. The full scope of features contained in the Service is detailed on the Front Office AI pricing page: https://frontoffice.ai/pricing/

“Software” refers to the online front office management solution managed by Front Office AI to provide the Service, including any associated mobile application, source code, and Intellectual Property Rights therein. The full scope of features contained in the Software is detailed on the Front Office AI pricing page: https://frontoffice.ai/pricing/

"Subscription Fees" collectively denote the monthly, quarterly, or annual fees (excluding taxes and duties) payable by the Customer in accordance with the Order Confirmation Details, subject to updates as permitted by this Agreement.

“Subscription Term” means the Initial Term and any subsequent Renewal Subscription Periods applicable to the Subscription.

“Subscription” refers to the corresponding benefits, rights, and Fees purchased by the Customer as specified in the Order Confirmation Details.

“Deal” means each type of deal facilitated through the Service.

“Virus” refers to any thing or device, including software, code, file, or program, capable of impairing or adversely affecting the operation of computer software, hardware, networks, telecommunications services, or other devices, or preventing access to or affecting the operation or reliability of programs or data, or adversely affecting the user experience, such as worms, Trojan horses, viruses, and similar malicious items or devices.

"Website" refers to the internet site located at the domain https://frontoffice.ai/ or any other domain notified by Front Office AI to the Customer, along with any associated mobile application provided by Front Office AI.

1.2 In this Agreement, unless the context requires otherwise: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) references to any legislation are references to that legislation as amended, replaced or re-enacted from time to time and any subordinate legislation made under it; (c) use of the term “including” shall be interpreted to mean “including but not limited to”; and (d) clause headings shall not affect the interpretation of this Agreement.

2. RIGHT TO USE THE SERVICE

2.1 Subject to the Customer's payment of the Fees and compliance with the terms and conditions of this Agreement, Front Office AI grants the Customer a non-exclusive, non-transferable right for the duration of the Subscription Term, which includes: (a) Allowing Authorised Users to use the Service exclusively for the Customer's internal business operations; and (b) Inviting Invited Users to use the Service solely for the specific Task they have been invited for.

2.2 In relation to the Authorised Users, the Customer agrees to the following:

(a) Each Authorised User must maintain a secure password for accessing the Service and keep it confidential.

(b) The Customer will maintain an up-to-date written list of current Authorised Users and provide it to Front Office AI within five days of receiving a written request from Front Office AI.

(c) The Customer will allow Front Office AI or its designated auditor to conduct audits of the Customer's use of the Service, including verifying the name and password of each Authorised User and auditing compliance with this Agreement. Audits will occur no more than once per quarter, at Front Office AI's expense, with reasonable prior notice that minimally disrupts the Customer's normal business operations. If an audit reveals underpayment of Fees, Front Office AI may suspend the Service until the correct Fees are paid, without prejudicing any other rights and remedies.

2.3 Front Office AI grants the Customer (and each Authorised User) the right to access and use the Service with the user roles available according to the Customer's Subscription. This right is non-exclusive, non-transferable, and subject to this Agreement. The Customer acknowledges and agrees to the following:

(a) The Customer assumes responsibility for all Authorised Users' use of the Service.

(b) An Admin User has the authority to determine the level of user role access for each Authorised User.

(c) An Admin User has control over each Authorised User's access and can revoke or modify it at any time and for any reason. In such cases, the person or entity will no longer be an Authorised User or will have a different level of access, as determined by the Admin User.

(d) In case of any dispute between the Customer and an Authorised User regarding access to the Service, an Admin User will make the final decision regarding access or level of access for that Authorised User.

2.4 The Customer can request in writing to Front Office AI the removal of an Admin User as an Authorised User or the restriction of certain rights.

2.5 The Customer acknowledges and agrees that, unless otherwise stated in a written agreement between the Customer and any Invited Users, or as required by applicable laws:

(a) The Customer has the authority to determine who qualifies as an Invited User and their level of user role access to the relevant Organisation or Deal.

(b) The Customer bears responsibility for the usage of the Service by all Invited Users.

(c) The Customer has full control over the access level of each Invited User to the relevant Organisation or Deal, with the ability to revoke or modify their access or level of access at any time and for any reason. In such cases, the person or entity will no longer be an Invited User or will have a different level of access, as determined by the Customer.

(d) In the event of any dispute between a Subscriber and an Invited User regarding access to any Organisation, Deal, or any elements of the Service, the Subscriber has the authority to determine the access or level of access that the Invited User will have, if any.

2.6 The Customer shall refrain from any of the following actions:

(a) Copying, modifying, duplicating, creating derivative works, framing, mirroring, republishing, downloading, displaying, transmitting, or distributing the Software and/or Documentation (as applicable) in any form or media, or by any means.

(b) Attempting to de-compile, reverse compile, disassemble, reverse engineer, or otherwise convert to a human-perceivable form all or any part of the Software.

(c) Accessing all or any part of the Service and Documentation with the intent of developing a product or service that competes with the Service.

2.7 The Customer shall:

(a) Refrain from attempting to obtain, or aiding third parties in obtaining, unauthorised access to the Service and/or Documentation, except as explicitly permitted under this clause 2.

(b) Make all reasonable efforts to prevent any unauthorised access to, or use of, the Service and/or Documentation.

2.8 In the event that Front Office AI determines, at its sole discretion, that the Customer has breached or is likely to breach this Agreement, Front Office AI reserves the right to take any necessary actions to safeguard the Service and other users. These actions may include, but are not limited to:

(a) revoking the Customer's right to use the Service;

(b)deleting Customer Data from the Service;

(d) disclosing information to law enforcement authorities as deemed necessary by Front Office AI or as required by law.

2.9 Front Office AI is committed to providing the Service in substantial compliance with the Documentation, exercising reasonable skill and care. Front Office AI will make commercially reasonable efforts to ensure the availability of the Service, with the exception of scheduled maintenance carried out between 22:00-06:00 and any necessary emergency maintenance.

2.10 If the Customer desires to upgrade its Subscription during the Subscription Term, it should initiate contact with Front Office AI via email at support@frontoffice.ai.

2.11 The Customer's usage of the Service is subject to the storage limits specified in clause 3.2 of the Customer Obligations.

3. CUSTOMER OBLIGATIONS

The Customer shall:

(a) Ensure compliance with all applicable laws and regulations in connection with its activities under this Agreement.

(b) Obtain and maintain all necessary licences, consents, and permissions required to fulfil its obligations under this Agreement, including the use of Customer Data.

(c) Ensure that its network and systems adhere to the relevant specifications provided by Front Office AI or stated in the Documentation, as updated from time to time.

(d) Refrain from using the Service in any manner that may disrupt the functionality of the Service, Website, or any other systems used for Service delivery, or interfere with other users' ability to utilise the Service or Website.

(e) Not attempt to access unauthorised materials beyond the scope of granted permission.

(f) Not access, store, distribute, or transmit any Viruses or unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive, sexually explicit, violent, or discriminatory material (including Customer Data) while using the Service, and not engage in activities that facilitate illegal actions.

(g) Adhere to the storage limits specified in clause 3.2.

3.2 The Customer’s usage of the Service is subject to the following storage limits:

(a) Each asset uploaded by the Customer has a free storage capacity of 10GB.

(b) If the Customer exceeds the free storage capacity, they may choose to purchase additional storage capacity, up to 100GB, for a fee of $1.50 per month for each asset.

(c) For asset storage requirements exceeding 100GB, the Customer may contact Front Office AI's sales department to discuss flexible storage options and custom pricing.

4. TERM AND TERMINATION

4.1 This Agreement shall automatically renew for successive Renewal Subscription Periods equal to the Initial Subscription Term. The Customer has the right to cancel this Agreement at any time by reducing their assets to a number below the free limit. Upon termination, all fees, including asset fees up to that date, shall become due, as well as any other fees outlined in Section 5.

4.2 The Customer may terminate this Agreement immediately if Front Office AI commits a material breach and fails to remedy it within 30 days of receiving written notice.

4.3 Front Office AI may terminate this Agreement if the Customer:

(a) fails to pay Fees on the due date;

(b) commits a material breach and fails to remedy it within 7 days of receiving written notice; or

4.4 Front Office AI may suspend the Customer's access to the Service, in whole or in part, without notice if Front Office AI:

(a) determines a material breach or failure to comply with the restrictions in this Agreement, including non-payment of Fees;

(b) is ordered to do so by a regulatory or government body with jurisdiction; or

4.5 Upon termination or expiry of this Agreement:

(a) the Customer shall immediately cease using the Service;

(b) accrued rights, remedies, obligations, or liabilities up to the termination date are unaffected;

(c) Front Office AI will provide a machine-readable copy of all Customer Data upon written request within 3 months, subject to an administration fee;

(d) Front Office AI shall destroy all Customer Data within 6 months of expiration or termination; and

(e) specified clauses, including 2.6, 4.5, 6, 7, 8, 9.7, 9.8, 9.9, 12, and others expressly or impliedly stated, shall survive termination.

5. CHARGES AND PAYMENT

5.1 The Customer is responsible for paying the Fees to Front Office AI as outlined in this clause 5.

5.2 The Customer agrees to pay a monthly fee of $7.20 for each new asset added to the service, with the understanding that the first 10 assets added each month are exempt from any charges and shall be provided free of charge.

(a) For any additional assets beyond the first 10, the Customer will be billed at the rate of $7.20 per asset, per month.

(b) The charges for additional assets shall be accrued throughout the billing cycle, and the Customer will be billed on a pro-rata basis at the end of each billing cycle each month, rather than at the time of adding the asset.

(c) The pro-rata billing ensures that the Customer is charged only for the number of days the additional assets were active during the billing cycle.

(d) In the event that the Customer adds, removes, or modifies assets during the billing cycle, the pro-rata calculation will be adjusted accordingly to accurately reflect the usage and corresponding charges for the assets.

5.3 All payments related to new asset addition and custom pricing agreements shall be made in the currency specified by the company and in accordance with the payment terms outlined in the company's billing policies.

5.4 Custom pricing for bespoke work outlined in 5.10 (e) will be determined based on the scope and complexity of the requested customisation. The Customer shall engage in a separate agreement with the company to establish the pricing and terms for any custom work required.

5.5 Failure to pay the charges for new asset addition or any custom pricing agreements within the specified payment terms may result in the suspension or termination of the Customer's access to the service, at the discretion of the company.

5.6 The company reserves the right to modify or terminate the pricing model for new asset addition, including custom pricing for bespoke work, at any time, with reasonable notice provided to the Customer. In such cases, the Customer will be notified of the changes and any applicable modifications will be effective from the date specified in the notice.

5.7 As part of the subscription process, the Customer must provide Front Office AI with accurate and complete bank account details for direct debit authorisation. Additionally, the Customer shall provide up-to-date contact and billing details. The Customer authorises Front Office AI to charge the provided credit card:

(a) on the start date of the Initial Subscription Term for the applicable Subscription Fees; and

(b) on the start date of each Renewal Subscription Period for the corresponding Subscription Fees.

5.8 All amounts and Fees mentioned in this Agreement shall be paid in dollars and do not include applicable sales tax.

5.9 Front Office AI reserves the right to adjust the Subscription Fee, either upward or downward, at the beginning of each Renewal Subscription Period, provided that the Customer receives a minimum of 30 days' prior notice.

5.10 Additional Charges: In certain circumstances, additional charges may apply for specific features or services not included in the base pricing. These additional charges may include, but are not limited to, the following:

(a) Custom Mobile App: A monthly fee of $1,350 will be charged for the implementation and maintenance of a custom mobile application.

(i) The monthly fee covers the cost of hosting, infrastructure, regular updates, bug fixes, and ongoing technical support for the mobile app.

(ii) The Customer acknowledges that the custom mobile app does not include additional features or functionalities of the Front Office AI app. It will, however, include the Customer's branding and logo, providing a unique and personalised experience for the Customer and its users.

(iii) The Customer understands that the monthly fee is separate from any one-time implementation charges, customisation fees, or additional services requested by the Customer, which may be subject to separate pricing and agreements as outlined in the applicable sections of this agreement.

(iv) The Customer shall make the monthly fee payments in the currency specified by the company and in accordance with the payment terms outlined in the company's billing policies.

(v) Failure to make the monthly fee payments within the specified payment terms may result in the suspension or termination of the Customer's access to the mobile app and related services, at the discretion of the company.

(vi) The company reserves the right to modify the monthly fee for the bespoke mobile app at any time, with reasonable notice provided to the Customer. In such cases, the Customer will be notified of the changes and any applicable modifications will be effective from the date specified in the notice.

(vii) The Customer understands that the monthly fee is subject to any applicable taxes or duties imposed by governing authorities, and the Customer shall be responsible for the payment of such taxes or duties.

(viii) The Customer acknowledges that the monthly fee for the bespoke mobile app does not include any third-party software or service fees that may be required for the proper functioning of the app. The Customer shall be responsible for procuring and maintaining any necessary third-party software or services.

(b) Premium Support: Front Office AI premium support services are outlined in our Support Plans document. Any support services beyond the standard scope mentioned in the document will be considered additional support.

(i) Services: This includes, but is not limited to, faster response times, via chat and email support, 1-on-1 training sessions with screen sharing, video call requests and priority issue resolution. Up to 5 30 minute training sessions are permitted each month. Video call requests are included in this number. The 1-on-1 support included in the Premium Support Plan may involve the Service Provider logging into the Client's account on their behalf if required for priority issue resolution. In such instances, all admin activity will be logged and stored for safekeeping. The Client acknowledges and agrees to this procedure as part of the Premium Support Plan.

(ii) Fee Structure: For any additional support services requested by the client beyond the standard scope, the client will be charged a minimum of $100 per month or 10% of total cost if over $1000 per month. Support plan fees will be added to the user’s monthly invoice and are due at the end of the month.

(iii) Prior Agreement: The client acknowledges that any request for additional support services and associated charges will be agreed upon in advance, and this agreement will be documented in writing. No additional support charges will be applied without the explicit consent of the client.

(iv) The client reserves the right to cancel any additional support services at any time. However, a 3-month notice period is required for cancellation. If the cancellation occurs after the commencement of such services, fees may still apply.

(c) If ad hoc training services are required, the cost will be $1,000 per day, based on an assumed 9-5 schedule with eight working hours. This cost includes comprehensive training sessions conducted by the company's representatives to ensure a thorough understanding of the software.

(i) The $1,000 daily training fee will be applicable for each full training day, considering a standard eight-hour working day.

(ii) In the event that training sessions extend beyond the standard eight-hour working day or occur outside the assumed 9-5 schedule, additional charges may apply. These additional charges will be based on an hourly rate of $125 per hour, rounded to the nearest hour for partial hours.

(iii) The company will provide a detailed breakdown of the training schedule, including the number of training days required, estimated hours per day, and any additional charges for extended or non-standard training sessions, prior to the commencement of training.

(d) Implementation & Data Migration: For assistance with implementation and data migration, a daily charge of $1,250 will be incurred. This covers the professional services required to successfully transition your data and integrate the system into your existing infrastructure.

(i) In the event that a long-term contract is agreed upon between the Customer and the company, the implementation charges associated with the initial setup and onboarding process may be waived, subject to the conditions outlined in this clause.

(ii) The waiver of implementation charges shall be applicable if the Customer commits to a minimum contract duration of 36 months or longer. This commitment signifies the intent of a long-term partnership between the Customer and the company.

(iii) The Customer acknowledges that the waiver of implementation charges is contingent upon the Customer fulfilling the contractual obligations, including but not limited to timely payment of fees, adherence to the terms and conditions, and compliance with any performance requirements specified in the contract.

(iv) Should the Customer terminate the contract before the agreed minimum duration or fail to meet the contractual obligations, the company reserves the right to retroactively apply the implementation charges that were initially waived. The Customer shall be liable for payment of the waived implementation charges based on the standard rates applicable at the time of termination or non-compliance.

(v) The waiver of implementation charges does not exempt the Customer from any other fees or charges specified in the contract, including recurring service fees, usage charges, or any additional customisation or bespoke work requested by the Customer.

(e) Bespoke Software Development: If you require tailored software development to meet your specific requirements, the daily charge for this service will be $1,500. This includes the expertise of our development team to create custom solutions according to your unique needs

(i) The minimum billing increment for bespoke work shall be one full day, which is equivalent to eight (8) working hours, unless otherwise agreed upon in writing between the Customer and the company.

(ii) The Customer acknowledges that the charges for bespoke work will be calculated based on the actual number of days required to complete the requested customisation. Partial days will be rounded up to the nearest full day increment for billing purposes.

(iii) The Customer understands that any changes or modifications to the scope of work during the customisation process may impact the estimated number of days required and consequently, the final charges for the bespoke work. Any such changes will be subject to mutual agreement between the Customer and the company, and the charges will be adjusted accordingly.

(iv) All payments related to bespoke work shall be made in the currency specified by the company and in accordance with the payment terms outlined in the company's billing policies.

(v) Failure to pay the charges for bespoke work within the specified payment terms may result in the suspension or termination of the Customer's access to the customised features or services, at the discretion of the company.

(vi) The company reserves the right to modify or terminate the pricing model for bespoke work at any time, with reasonable notice provided to the Customer. In such cases, the Customer will be notified of the changes and any applicable modifications will be effective from the date specified in the notice.

(f) Performance Tracking: In cases where the Customer requires advanced performance tracking features, an additional charge may be applicable to connect financial milestones to live performance data, ensuring real-time monitoring of asset cash flows. This additional charge will be communicated to the Customer in advance for approval.

(g) Travel-Related Expenses: In certain cases where travel is necessary to fulfil the requested services, additional charges for travel-related expenses may be incurred. These expenses, such as transportation, accommodation, and meals, will be communicated to you in advance, allowing for transparency and agreement before implementation.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Front Office AI retains full ownership of all Intellectual Property Rights associated with the Software, the Website, and the Documentation. This Agreement does not grant the Customer any rights to the Software, the Website, or the Documentation, except as expressly stated in clause 2. Front Office AI affirms that it possesses all the necessary rights to grant the rights specified in this Agreement, relating to the Service and the Documentation.

6.2 The Customer maintains full ownership of all Intellectual Property Rights associated with the Customer Data and bears sole responsibility for the legality, reliability, integrity, accuracy, and quality of such Customer Data.

6.3 The Customer grants Front Office AI a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive licence to reasonably copy, transmit, display, view, reproduce, store, adapt, edit, translate, and utilise the Customer Data for the purpose of providing the Service (including for Invited Users), exercising Front Office AI's rights under this Agreement, and enhancing the Software and Service.

6.4 Customer Logos: By using our services, you grant Front Office AI a limited, non-exclusive, royalty-free licence to use your company's name and logo for the purpose of promoting and displaying our business relationship on our website, marketing materials, and other related platforms.

7. CONFIDENTIALITY AND PRIVACY

7.1 Each party agrees, subject to clause 8.6, to maintain the confidentiality of any Confidential Information learned or disclosed in connection with this Agreement. During the Subscription Term and thereafter, without the prior written consent of the other party, neither party shall disclose such Confidential Information to any third party, except to its legal and professional advisors. The obligations of confidentiality described in this clause do not apply to information or matters that:

(a) are publicly available, not as a result of unauthorised disclosure;

(b) were independently disclosed by a third party with the right to disclose; or

(c) are required to be disclosed under applicable law, regulatory authority, court order, or government authority. The recipient party acknowledges that monetary damages may not be sufficient for a breach of this Agreement, and the disclosing party may seek equitable relief, such as injunction or specific performance, without the need to demonstrate special damages.

7.2 Front Office AI will adhere to the privacy and security provisions outlined in the Security Policy when delivering the Service to protect the privacy and security of the Customer and Customer Data.

7.3 Front Office AI will adhere to the archiving procedures for Customer Data specified in the Security Policy, but it cannot guarantee the complete absence of data loss. If any Customer Data is lost or damaged, the Customer's only recourse against Front Office AI will be for Front Office AI to make reasonable commercial efforts to restore the lost or damaged Customer Data from the most recent backup. Front Office AI shall not be held liable for any loss, destruction, alteration, or disclosure of Customer Data caused by third parties.

7.4 If the Customer enables third-party applications to work with the Service, Front Office AI may, with the Customer's explicit permission, permit the providers of those third-party applications to access Customer Data as necessary for the seamless integration of such applications with the Service. Front Office AI assumes no liability for any disclosure, modification, or deletion of Customer Data resulting from such access by third-party application providers.

8. DATA PROTECTION

8.1 In this clause 8, the terms "personal data," "data subject," "controller," "processor," "process," and "personal data breach" shall have the definitions ascribed to them in the Data Protection Laws.

8.2 Both parties shall adhere to the Data Protection Laws regarding the processing of personal data in connection with this Agreement.

8.3 The parties acknowledge that Front Office AI (as a processor) will process specific personal data under the authority of the Customer (as a controller) in relation to this Agreement. The parties agree on the following details concerning this processing:

(a) Subject matter and duration of processing – The processing pertains to the performance of the Service, and the duration of processing shall align with the Term.

(b) Nature and purpose of the processing – The processing involves collecting, storing, displaying, and enabling the Customer to edit the data for the purpose of providing the Service.

(c) Types of personal data to be processed – The personal data to be processed includes name, email addresses, telephone numbers, date of birth, technical attributes of players, education reports, reports of technical observations (e.g., training and scouting), and financial information.

(d) Special categories of personal data – The processing may involve handling special categories of personal data, such as medical information, ethnicity and religious beliefs of stakeholders.

(e) Categories of data subjects – The data subjects to whom such data relates are diverse and can encompass individuals from various roles and sectors. This includes contributors, stakeholders, employees, partners, vendors, and organisations, spanning different sectors such as real estate, private equity, natural resources, retail, and more.

8.4 When acting as a processor for the personal data outlined in clause 8.3 above, Front Office AI shall:

(a) Process such personal data strictly in accordance with the documented instructions of the Customer, including international transfers (unless obligated by applicable law, in which case Front Office AI will notify the Customer of the legal requirement before processing the relevant personal data, unless prohibited by important grounds of public interest).

(b) Limit access to the personal data to authorised individuals on a strict need-to-know basis, ensuring they are aware of the data's confidential nature and are bound by appropriate confidentiality obligations (whether contractual or statutory).

(d) Obtain the Customer's prior written consent before appointing any sub-processor. The Customer consents to the appointment of Amazon Web Services, Google, and Stripe as sub-processors. Front Office AI will enter into agreements with these sub-processors that contain terms equivalent to those in this paragraph 3. Front Office AI will remain liable to the Customer for any acts or omissions of the sub-processor as if they were its own. In the event the Customer grants general authorisation for sub-processing, Front Office AI will inform the Customer of any intended changes to add or replace other sub-processors, providing the Customer an opportunity to object to such changes.

(e) Assist the Customer, at the Customer's expense, with appropriate technical and organisational measures, to the extent possible, in fulfilling the Customer's obligations in responding to requests for data subject rights as set out in GDPR Chapter III.

(f) Assist the Customer, at the Customer's expense, in ensuring compliance with the obligations stated in Articles 32-36 of the GDPR, considering the nature of the processing and information available to Front Office AI.

(g) At the Customer's choice and expense, delete or return all personal data upon termination or expiration of this Agreement, unless retention is required by a legal obligation applicable to Front Office AI.

(h) Provide the Customer with all necessary information to demonstrate compliance with the obligations under Article 28 of the GDPR and facilitate audits and inspections conducted by the Customer or its designated auditor. Such audits or inspections shall be at the Customer's expense, scheduled during business hours, and limited to once per 12-month period within the Term, provided Front Office AI is given at least 10 Business Days' written notice.

(i) Promptly notify the Customer upon becoming aware of any personal data breach or suspected breach, providing all relevant details, including the likely consequences.

8.5 To the extent that the parties intend to share any personal data in their individual capacities as separate controllers and/or joint controllers, they shall first enter into a written agreement specifying the parameters governing such data sharing. This agreement shall outline their respective rights, obligations, and responsibilities concerning the shared personal data.

8.6 Front Office AI is entitled to collect and use data arising from the Customer’s use of the Service (including, without limitation, all Customer Data) and any Deal data to improve the product experience and deliver aggregated and anonymised reports to customers and users of the Service and for marketing and promotional purposes, provided that Front Office AI will only publish such information in an anonymised format that does not reveal the identity of any user or organisation, or any information specific and attributable to any specific user, organisation or Deal.

9. WARRANTIES, ACKNOWLEDGEMENTS AND LIABILITY

9.1 Front Office AI warrants to the Customer that it possesses the legal right and authority to enter into this Agreement and fulfil its obligations, including granting all the rights stated herein.

9.2 The Customer warrants to Front Office AI that:

(a) It possesses the legal right and authority to enter into this Agreement and perform its obligations, granting all the rights specified hereunder.

(b) The Customer Data provided, including that provided by any Authorised User, complies with all applicable laws, and its processing and use by the Customer or on its behalf will not result in any breach of applicable law or infringement of third-party rights.

(c) The Customer acknowledges that it is solely responsible for determining whether the Service meets its business requirements and is suitable for its intended purposes.

9.3 The Customer warrants and represents that it is obtaining the right to access and utilise the Service for business purposes. To the fullest extent permitted by law, any statutory consumer guarantees or legislation intended to safeguard non-business consumers in any jurisdiction are not applicable to the provision of the Service or this Agreement.

9.4 This Agreement does not provide or claim to provide any benefits to individuals other than the Customer, and Front Office AI bears no responsibility towards any person other than the Customer within the scope of this Agreement. If the Customer utilises the Service on behalf of or for the benefit of a third party (whether a corporate entity or otherwise), the Customer acknowledges and agrees that it is accountable for ensuring it possesses the necessary rights to do so.

9.5 The Customer acknowledges that the Service may provide the means to access website content or applications of third parties, engage in correspondence, and purchase products and services from them through third-party websites and applications. The Customer acknowledges that such activities are undertaken solely at its own risk. Front Office AI does not provide any warranties or commitments and assumes no liability or obligation regarding the content, use, or correspondence with any such third-party website. Additionally, Front Office AI disclaims any responsibility for transactions or contracts entered into between the Customer and third parties via any third-party website or application. It is recommended that the Customer review the terms and conditions and privacy policy of the relevant third-party website or application before use. Front Office AI does not endorse or sanction any third-party website or application, nor the content provided by any third-party websites or applications made accessible through the Service.

9.6 The Customer acknowledges that complex software is inherently susceptible to defects, errors, and bugs, and its functionality relies on the availability of third-party services. This includes the operation and accessibility of systems used to access the Service, such as public telephone services, computer networks, and the internet, which may occasionally interfere with or obstruct access to the Service. The Service is provided on an "as is" basis, and Front Office AI does not provide any warranty that the Service will be uninterrupted or completely free from defects, errors, and bugs. Furthermore, Front Office AI does not guarantee that the information obtained by the Customer through the Service will meet specific requirements, subject to the other provisions of this Agreement.

9.7 The Website and Software may contain information and materials uploaded by Front Office AI or other Software users. These materials have not been verified or approved by Front Office AI, and therefore, no representations, warranties, or guarantees, whether express or implied, are made regarding the accuracy, completeness, or timeliness of such information, materials, or other content provided via the Service. The content made available through the Service is intended for general information purposes only and should not be relied upon as advice. The Customer should seek professional or specialist advice before making any decisions or taking any actions (including transactions) based on the content provided via the Service.

9.8 Nothing in this Agreement shall limit the liability of either party for death or personal injury caused by the other party's negligence, fraud, fraudulent misrepresentation, or any other forms of loss that cannot be excluded under applicable law. With the exception of the aforementioned, Front Office AI disclaims all liability and responsibility to the Customer (or any other individual) arising from contract, tort (including negligence), or any other legal theory for loss of profits, loss of business, depletion of goodwill, similar losses, loss or corruption of data or information, pure economic loss, or any special, indirect, or consequential loss, costs, damages, charges, or expenses incurred under this Agreement.

9.9 Subject to clause 9.7, Front Office AI's overall aggregate liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or any other legal theory, arising in connection with the performance or anticipated performance of this Agreement, shall be limited to the total amount of Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

9.10 The Customer shall defend, indemnify, and hold Front Office AI harmless from any and all claims, costs, damages, losses, liabilities, and expenses (including legal fees and costs) arising out of or relating to:

(a) Front Office AI's use of Customer Data in accordance with the terms of this Agreement;

(b) any breach of this Agreement by the Customer, an Authorised User, or an Invited User.

9.11 Front Office AI shall defend, indemnify, and hold the Customer harmless from any claims and damages arising from a third-party claim that the Customer's use of the Software in accordance with the terms of this Agreement infringes upon the Intellectual Property Rights of such third party. This is provided that:

(a) Front Office AI is promptly notified of any such claim;

(b) the Customer reasonably cooperates with Front Office AI in the defence and settlement of the claim, at Front Office AI's expense; and

10. HELP DESK & COMMUNICATIONS

10.1 In the case of technical problems, customers should make all reasonable efforts to investigate and diagnose problems before contacting Front Office AI. If the Customer still needs technical help, please check the support provided online by Front Office AI on the Website or, failing that, email us at support@frontoffice.ai.

10.2 Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Front Office AI must be sent to support@frontoffice.ai or to any other email address notified by email to the Customer by Front Office AI for this purpose. Notices to the Customer will be sent to the email address which it provided when setting up its access to the Service.

10.3 Newsfeed Communication: By signing these Terms & Conditions, you agree that Front Office AI and its partners may occasionally send content, updates, announcements, and relevant information via the Newsfeed feature within the Software to both organisation users and asset representatives. The content may include but is not limited to product updates, new features, promotional offers, and important notices.

11. MISCELLANEOUS

11.1 This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between the Customer and Front Office AI relating to the Service and the other matters dealt with in this Agreement. Each party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this Agreement.

11.2 This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.

11.3 If either party waives any breach of this Agreement, it will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

11.4 The company is committed to maintaining a high level of service availability and uptime for the Customer. This clause outlines the service level agreement (SLA) regarding uptime and the remedies available to the Customer in the event of service disruptions.

11.5 The company aims to provide a minimum uptime of 99.9% for the service, calculated on a monthly basis. Uptime is defined as the percentage of time during which the service is accessible and operational, excluding scheduled maintenance windows and force majeure events.

(a) The Customer acknowledges that certain factors, such as network connectivity, internet service provider issues, or Customer-specific configurations, may impact the service availability and uptime. The company shall not be held liable for service disruptions arising from such external factors beyond its reasonable control.

(b) Planned maintenance windows, during which the service may be temporarily unavailable, will be scheduled in advance, and the Customer will be notified within a reasonable timeframe. The company will make reasonable efforts to minimise the impact of scheduled maintenance on the Customer's operations.

(c) The company reserves the right to perform emergency maintenance or updates to ensure the security, stability, or performance of the service without prior notice. In such cases, the company will make reasonable efforts to minimise the duration and impact of any service disruptions.

(d) This clause does not apply to downtime or service disruptions caused by factors beyond the reasonable control of the company, including but not limited to acts of nature, acts of terrorism, cyber-attacks, or any force majeure events.

(e) The Customer's exclusive remedy for any breach of the service uptime commitment outlined in this clause shall be limited to the service credits or remedies, if any, as determined by the company.

11.6 The Customer hereby consents to Front Office AI referring (in generic terms) to its association with the Customer and its provision of the Service to the Customer on its Website and in its promotional and marketing materials.

11.7 We reserve the right to share information about our Customers, including but not limited to their logos and company names, on the pages of any of our sister companies for promotional or marketing purposes, unless otherwise specified in writing by the Customer.

11.8 Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

11.9 The Customer may not assign or transfer any rights or obligations under this Agreement to any other person without Front Office AI’s prior written consent.

11.10 If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

11.11 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

11.12 Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the courts of England and Wales, and the parties hereby submit to the personal jurisdiction of such courts.