Terms Of Service

TERMS OF SERVICE

Effective Date: 1 January 2026

1. INTRODUCTORY PROVISIONS

1.1 These Terms of Service govern the provision of Services by autoMEE to the Customer.

1.2 The Services are provided on the basis of the Agreement, these Terms of Service, and the Pricing Schedule.

1.3 The Agreement may be entered into in writing, by electronic means, or in any other legally recognised documentary form.

1.4 In the event of any inconsistency between the Agreement, these Terms of Service and the Pricing Schedule, the provisions of the Agreement shall prevail.

2. DEFINITIONS

Capitalised terms used in these Terms of Service shall have the meanings set out below:

(a) “autoMEE” or “Service Provider” means autoMEE Ltd, a company incorporated and registered in England and Wales under company number 15599316, with its registered office at 122 Leadenhall Street, London, United Kingdom, EC3V 4AB

(b) “Pricing Schedule” means the document setting out the fees payable to autoMEE.

(c) “Customer” means the entity that is party to the Agreement with autoMEE.

(d) “Data” means any content, information and documents of the Customer processed through or in connection with the Services.

(e) “Terms of Service” means this document.

(f) “Service” means any service provided by autoMEE to the Customer.

(g) “Agreement” means the document setting out the terms on which the Services are provided to the relevant Customer.

3. LICENCE

3.1 For the duration of the provision of the Services, autoMEE grants to the Customer a non-exclusive, non-transferable licence to use any software made available by autoMEE as part of the Services.

3.2 The scope of the licence is limited to use of the Service in accordance with the functionality purchased by the Customer and the scope of the implementation ordered by the Customer.

3.3 The licence does not include any right to make the subject matter of the licence available to any third party, except as expressly permitted under the Agreement.

4. PROVISION OF SERVICES

4.1 autoMEE warrants that it has the knowledge, experience and resources necessary to provide the Services with reasonable skill and care and in accordance with the standard to be expected of a professional provider of services of that type.

4.2 autoMEE shall use reasonable endeavours to keep the Customer informed of any material risks relating to the Services, should any such risks arise.

4.3 The Services are not made available on an anonymous basis, having regard to the nature of the Services and the nature of autoMEE’s business.

4.4 autoMEE may engage subcontractors or sub-processors for the proper provision of the Services.

4.5 In the course of providing the Services, autoMEE may obtain access to Data. By ordering the Services, the Customer represents and warrants that such access and the processing contemplated by the Services do not infringe applicable law or the rights of any third party.

4.6 The Customer shall not provide any content, including any Data, that is unlawful or infringes the rights of any third party.

4.7 Unless otherwise agreed, the Services shall be deemed to be provided from autoMEE’s premises or infrastructure.

4.8 The timelines for activation of the Services and the implementation arrangements shall be governed by the Agreement.

4.9 The Customer shall notify autoMEE in advance if it intends to use the Services to process Data in a manner that could cause the Services, their use, or the relevant processing activities to fall within a high-risk AI use case under applicable artificial intelligence legislation, including the EU AI Act where relevant. In such circumstances, autoMEE may offer amended service terms or terminate the Agreement without further liability to either Party.

5. FEES AND PAYMENT

5.1 The amount and timing of all fees shall be as set out in the Pricing Schedule or the Agreement.

5.2 Any one-off fees shall be payable by the Customer in advance. The relevant Service shall only be activated once such fee has been paid in full, or to the extent otherwise specified by autoMEE.

5.3 Subscription fees shall be payable in advance for the relevant billing period. The standard billing period shall be one calendar month, unless otherwise stated in the Agreement.

5.4 Any fees calculated by reference to the volume of Data processed shall be payable in arrears for the relevant billing period.

5.5 All fees shall be payable against a valid VAT invoice within 14 days of the invoice date. The Parties agree that invoices and other accounting documents may be issued and delivered electronically. Where invoicing is required to be made through any mandatory electronic invoicing system under applicable law, autoMEE shall provide the Customer with an invoice copy or visualisation where required by law.

6. SUSPENSION AND TERMINATION FOR CAUSE

6.1 autoMEE may suspend the provision of the Services until the relevant cause has been permanently remedied if:

(a) the Customer is at least 14 days late in paying any amount due;

(b) the Customer is in breach of the Agreement or these Terms of Service; or

(c) such action is required by applicable law or by an order, request or decision of a competent authority.

6.2 autoMEE may terminate the Agreement with immediate effect by written notice to the Customer if:

(a) the Customer is at least 30 days late in paying any amount due;

(b) the Services have been suspended and the underlying cause has not been remedied within 7 days, or the Services have been suspended more than once;

(c) the Customer repeatedly breaches the Agreement or these Terms of Service; or

(d) such termination is required by applicable law or by an order, request or decision of a competent authority.

6.3 The Customer may terminate the Agreement if autoMEE commits a material and repeated breach of the Agreement or these Terms of Service.

7. NOTICE PERIOD AND EXIT / MIGRATION

7.1 The Customer may terminate the Agreement on not less than two months’ written notice.

7.2 The Customer may notify autoMEE that, upon expiry of the notice period referred to in Clause 7.1, it wishes to take one or more of the following actions:

(a) migrate to another data processing or service provider, in which case the Customer shall provide the relevant details of that provider;

(b) transition to local or self-managed ICT infrastructure; or

(c) delete its exportable data and digital assets.

7.3 Upon expiry of the notice period, a transition period of 30 days shall commence (the “Transition Period”). The purpose of the Transition Period is to enable the Customer to migrate from autoMEE to another provider or to transfer its exportable data and digital assets to local ICT infrastructure. The Customer may extend the Transition Period once by notice to autoMEE.

7.4 If a Transition Period of the kind described above is technically infeasible, autoMEE shall notify the Customer within 14 business days of the migration request, provide reasonable details of the technical infeasibility, and specify an alternative transition period, which shall not exceed seven months. Continuity of the Services shall be maintained during such alternative transition period to the extent reasonably practicable.

7.5 For up to 30 days after the end of the Transition Period, the Customer shall be entitled to retrieve its own data stored within the Services, to the extent such data constitutes exportable data.

7.6 autoMEE shall delete all exportable data and digital assets generated directly by the Customer or directly relating to the Customer after expiry of the retrieval period referred to in Clause 7.5, provided that any relevant migration process has been successfully completed, where applicable.

7.7 The Agreement shall be deemed terminated:

(a) upon successful completion of the migration process; or

(b) at the end of the notice period referred to in Clause 7.1 where the Customer does not wish to migrate to another provider but wishes to delete all exportable data and digital assets after the Services end.

7.8 autoMEE shall notify the Customer when the Agreement is treated as terminated under Clause 7.7.

7.9 Where the Customer migrates to another provider, autoMEE shall:

(a) provide reasonable assistance to the Customer and any third parties authorised by the Customer in connection with the migration process;

(b) act with due care to maintain business continuity and continue to provide the functions or Services covered by the Agreement during the applicable notice and transition period;

(c) provide clear information about known risks to the continuity of the relevant functions or Services on the part of the outgoing provider; and

(d) maintain a high level of security throughout the migration process, in particular in relation to the transfer and retention of data, in accordance with applicable law and the Agreement.

7.10 autoMEE shall remain entitled to charge the ordinary fees provided for in the Agreement or the Pricing Schedule during the notice period and throughout the Transition Period.

8. SERVICE QUALITY

8.1 autoMEE shall use reasonable endeavours to ensure Service availability of 99% in any calendar month, measured by reference to the visibility and availability of the Service at the last device or managed point under autoMEE’s control.

8.2 If the service availability level set out in Clause 8.1 is not met, the Customer shall, on request, be entitled to compensation for each commenced hour of unavailability beyond that threshold, up to a maximum amount equal to the subscription fee payable for the month in which the failure occurred.

8.3 autoMEE may carry out scheduled maintenance and, where such maintenance may materially affect the quality or availability of the Services, shall give the Customer at least 48 hours’ prior notice where reasonably practicable.

9. CONFIDENTIALITY

9.1 “Confidential Information” means all technical, technological, economic, financial, commercial, legal, organisational and other information relating to either Party, regardless of the form in which it is recorded or disclosed, and whether or not marked as confidential.

9.2 Confidential Information does not include information which:

(a) is or becomes publicly available other than through a breach of the Agreement or these Terms of Service;

(b) is disclosed by a Party as non-confidential or in respect of which that Party has given written consent to disclosure; or

(c) must be disclosed pursuant to applicable law, regulation, or the order of a competent authority.

9.3 Each Party shall:

(a) keep the other Party’s Confidential Information secure and protect it against unauthorised disclosure using measures that are reasonable in the circumstances; and

(b) use the other Party’s Confidential Information solely for the purposes of the relationship between the Parties.

9.4 The confidentiality obligations in this Clause 9 shall apply during the term of the Agreement and for a period of two years after its termination or expiry.

10. LIABILITY AND EXCLUSIONS

10.1 The Customer shall not use the Services:

(a) in any way that is unlawful or that would cause or contribute to the commission of any unlawful act; or

(b) to submit, store, transmit or process unlawful content or content that infringes the rights of any third party.

10.2 autoMEE shall not be liable for:

(a) any consequences arising from the Customer’s failure to comply with applicable law, the Agreement, these Terms of Service, or autoMEE’s reasonable recommendations relating to the Services;

(b) the lawfulness of the Data or the legal basis on which the Customer processes such Data;

(c) any failure, malfunction or improper operation of software provided by third parties, or any consequences arising from the operation or improper operation of such software;

(d) any loss arising from the Customer’s loss or compromise of login credentials; or

(e) acts or omissions of third parties on or through the internet, or the consequences of such acts or omissions.

10.3 autoMEE shall not be liable for any loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, or any indirect or consequential loss.

10.4 Nothing in Clauses 10.2 or 10.3 shall exclude or limit liability to the extent that the relevant event arises from autoMEE’s fraud, fraudulent misrepresentation, wilful misconduct, or gross negligence, or any other liability which cannot lawfully be excluded or limited.

10.5 Subject to Clause 10.4, autoMEE’s aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to six times the subscription fee payable for the month in which the event giving rise to liability occurred.

10.6 The Customer shall be responsible for all acts and omissions of any person to whom it gives access to the Services as if they were the acts and omissions of the Customer itself.

10.7 Where the use of a particular Service requires the use of third-party software, the Customer shall be responsible for complying with the licence terms applicable to such software.

10.8 Neither Party shall be liable for any failure or delay caused by events beyond its reasonable control, including fire, flood, natural disaster, war, civil unrest, industrial action not affecting only that Party, interruption to utilities, or changes in applicable law (“Force Majeure”). If a Force Majeure event continues for 45 days, either Party may terminate the Agreement with immediate effect by written notice, without further liability save for rights and liabilities accrued before termination.

11. COMPLAINTS

11.1 The Customer may submit complaints regarding any failure by autoMEE to perform the Services or any defective performance of the Services.

11.2 Complaints must be submitted electronically, including by email, to the contact address specified by autoMEE in the Agreement.

11.3 A complaint must include at least: the identification of the Customer, a brief description of the event giving rise to the complaint, the relevant Service, the period to which the complaint relates, and the remedy requested by the Customer. autoMEE may request further information where necessary to assess the complaint properly, and may specify an additional period of up to 7 days for such information to be provided. If the Customer fails to provide the requested information within that period, autoMEE may close the complaint without substantive review.

11.4 autoMEE shall respond to the complaint within 30 days of receipt. If autoMEE fails to respond within that period, the complaint shall be deemed accepted.

11.5 Any rejection of a complaint shall include a brief explanation of the reasons for the rejection.

11.6 Unless the Parties agree otherwise, the mere reporting of an outage, malfunction or service issue shall not in itself constitute a formal complaint for the purposes of this Clause 11.

12. CHANGES TO THE TERMS OF SERVICE OR SERVICE MODEL

12.1 autoMEE may amend the terms on which the Services are provided, including these Terms of Service or the Agreement, where reasonably required as a result of:

(a) changes in applicable law or the interpretation of law by competent authorities;

(b) technical, operational or security-related changes to the Services;

(c) changes to subcontractors, sub-processors or third-party services used in providing the Services;

(d) changes in the pricing of goods or services necessary for the provision of the Services; or

(e) organisational changes within autoMEE, including the introduction, modification or withdrawal of Services.

12.2 autoMEE may notify the Customer electronically of revised terms for some or all of the Services, giving at least two months’ prior notice before the revised terms take effect. The Customer may reject the revised terms by giving notice no later than 30 days before their proposed effective date. In that case, the relevant Services shall cease to be provided from the date on which the revised terms would otherwise have taken effect.

13. FINAL PROVISIONS

13.1 The Parties shall use reasonable endeavours to resolve amicably, through good faith negotiations, any dispute arising out of or in connection with these Terms of Service, the Agreement or the Pricing Schedule.

13.2 If a dispute cannot be resolved amicably, it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3 These Terms of Service, the Agreement and the Pricing Schedule shall be governed by and construed in accordance with the laws of England and Wales.

13.4 These Terms of Service shall take effect on 1 January 2026.