1. Parties and structure

This Master Services Agreement sets out the terms on which QDEX AI Ltd, a company incorporated in England and Wales with company number 15829147, and registered office at 6–12 Tabard Street, London, SE1 4JU, provides the Service to the Customer.

The Service is described in clause 3 and defined in clause 2. The following documents form part of this Agreement: any Order Form or Checkout Confirmation, the DPA, the AUP, any applicable SLA, the Privacy Policy and the Cookies Policy.

Order of precedence: (a) the DPA for data-protection matters: then (b) the Order Form or Checkout Confirmation: then (c) this Agreement: then (d) any SLA and the AUP: then (e) the website Terms of Use, which never override this Agreement or the DPA.

Interpretation: references to statutes include amendments: references to a person include corporate bodies: “including” means “including without limitation”: headings do not affect interpretation: “writing” includes email. Nothing in this Agreement grants any exclusivity, territory, most-favoured pricing or similar rights.

2. Definitions

Capitalised terms have the meanings below.

• AUP: QDEX’s Acceptable Use Policy at /legal/aup.
• Authorised User: an employee, contractor or self-employed adviser of the Customer permitted by the Customer to use the Service under a purchased seat.
• Business Day: a day other than a Saturday, Sunday or public holiday in England.
• Checkout Confirmation: the online order confirmation presented at self-serve checkout identifying the plan, seats and Fees.
• Contract Year: each 12-month period starting on the Effective Date, and each anniversary of it.
• Cookies Policy: QDEX’s cookies policy at /legal/cookies.
• Customer: the firm identified on an Order Form or at online checkout, or an individual purchaser contracting personally under clause 4.2.
• Confidential Information: non-public information disclosed by a party that is marked confidential or would reasonably be considered confidential, including business, technical and pricing information and non-public Service performance data.
• DPA: QDEX’s Data Processing Addendum at /legal/dpa.
• EAP: QDEX Early Acceptance Programme.
• Effective Date: the earlier of the Order Form effective date or the date the Customer first activates the Service.
• Fees: the fees payable for the Service as set out in an Order Form or Checkout Confirmation. Fees exclude taxes and third-party pass-through charges.
• Agreement / MSA: this Master Services Agreement.
• Order Form: an ordering document executed by the parties that references this Agreement.
• Privacy Policy: QDEX’s privacy policy at /legal/privacy.
• QSOURCE: sourcing system returning product lists without applying borrower-specific eligibility criteria. Guidance only.
• QMATCH: lender-matching service applying lender criteria to broker-submitted case data to return lenders and products likely to lend, with rationale. Guidance only.
• QSCORE: QDEX’s proprietary, non-probabilistic confidence indicator (0–100) for a specific case and lender fit. Guidance only.
• QTIME: time-point re-run feature available only during an active subscription.
• Service: the subscription SaaS platform made available by QDEX to eligible UK mortgage intermediaries, including QSOURCE, QMATCH and, when enabled, QSCORE, together with standard support in clause 10. No SLA unless expressly purchased.
• SLA: any service level agreement expressly purchased by the Customer.
• Sub-processor List: the web-hosted list of QDEX sub-processors referenced in the DPA.
• Term: the then-current plan term (monthly or annual) identified in the Order Form or Checkout Confirmation, including any renewal term.
• UK Business Hours: 09:00 to 17:30 UK local time on Business Days.

3. Service scope and access

QDEX will provide the Customer with access to the Service for the Term. Only Authorised Users may use the Service within purchased seats. Seats are named-user and shared credentials are not permitted. The Service assists mortgage intermediaries by providing tools and outputs that are guidance only. QTIME is available only while the subscription is active; QDEX has no obligation to provide export functionality. Access to QTIME ends on termination or expiry.

4. Eligibility, status and authority

4.1 Eligibility. The Service is for UK-based mortgage intermediaries only: each user must be FCA-authorised or an appointed representative of an FCA-authorised principal.

4.2 Authority. Where an individual purchases on behalf of a firm, they warrant authority to bind that firm. If they lack authority, the contract is with the individual personally, who is responsible for all obligations. QDEX may require evidence of authority.

4.3 Responsibility. Where the Customer is a firm, the Customer is responsible for its Authorised Users’ use and compliance and must maintain appropriate professional indemnity insurance.

4.4 No advice. QDEX is not FCA-authorised and does not provide regulated advice. Outputs are guidance only. The Customer remains solely responsible for compliance with law and regulation (including MCOB and Consumer Duty) and for all advice and decisions.

5. Ordering, seats and plans

• 5.1 Plans: monthly or annual. Annual plans are 12-month commitments paid monthly; monthly plans renew month to month.
• 5.2 Co-term: additional seats purchased during a term are prorated for the first partial month and co-termed to the same renewal date.
• 5.3 Reductions: seat reductions take effect only at renewal; unused seats remain chargeable for the current billing period.
• 5.4 Fair use: thresholds apply as set out in the AUP, including up to 20 new QMATCH runs per seat per day, unlimited refreshes for the same case, and reasonable QSOURCE use. QDEX may throttle or suspend abusive or automated use under the AUP.

6. Fees, payment and taxes

• 6.1 Fees and taxes: Fees are exclusive of VAT and other applicable taxes; currency: GBP.
• 6.2 Payment method: self-serve by card; enterprise Orders may be invoiced if agreed in writing.
• 6.3 Recurring charges: Customer authorises recurring billing and will keep valid payment details up to date.
• 6.4 Cooling-off credit: first-time paid purchasers may cancel within 14 days of first activation for a pro-rated credit against future QDEX fees. No cash refunds.
• 6.5 Price changes: at least 30 days’ notice, effective at next renewal; Customer may choose not to renew.
• 6.6 Late payment: interest at 4% above Bank of England base; reasonable third-party recovery costs and bank fees may be charged for failed payments and invalid chargebacks.
• 6.7 No set-off: amounts due must be paid in full without set-off or deduction, save as required by law.

7. Non-payment, suspension and termination for cause

• 7.1 Payment retries: day 1, day 3 and day 5.
• 7.2 Suspension: if overdue on or after day 7; suspension does not pause billing. All Fees for the current period and any committed term remain payable.
• 7.3 Termination for non-payment: QDEX may terminate with effect from the end of the contractual term without extinguishing any debt and may accelerate unpaid Fees. Access is restored on settlement.
• 7.4 Other cause: either party may terminate for material breach not remedied within 30 days of notice. QDEX may suspend immediately for serious breach of the AUP, law, or clause 4.

8. Term, renewal and cancellation

8.1 Term: starts on the Effective Date and continues for the applicable Term.

8.2 Renewal: monthly plans renew monthly; annual plans renew for successive 12-month terms unless cancelled.

8.3 Cancellation: monthly: cancel any time, effective end of current paid month. Annual: non-cancellable during the 12-month commitment; seat reductions at renewal only.

9. Data protection and security

9.1 Roles and precedence: roles, purposes, locations, transfers, sub-processors, audit, return and deletion are governed by the DPA. In any conflict on data-protection matters, the DPA prevails.

9.2 Sub-processors: QDEX will maintain the Sub-processor List and notify of proposed changes with a 30-day objection window. If unresolved, the Customer may terminate the affected portion only.

9.3 Deletion: on termination or expiry, QDEX will cease access and delete or de-identify personal data within DPA timelines. QTIME and other features are unavailable after termination. QDEX is not obliged to provide any export functionality.

10. Support, SLA and changes

10.1 Support: standard support during UK Business Hours by email or in-app chat; no weekend or public-holiday support.

10.2 SLA: applies only if expressly purchased or included in an Order Form. EAP and standard tiers have no SLA or credits.

10.3 Changes: QDEX may modify the Service (including for upstream, security or regulatory reasons). For paid plans, material reductions to core functionality: at least 30 days’ notice. For EAP, changes may take effect immediately.

11. Third-party services and information

The Service may rely on third-party data, content, criteria, rates or integrations. Third-party information is provided “as available”. QDEX does not guarantee accuracy, completeness or timeliness and has no duty to verify it. The Customer must comply with any third-party usage limits, attributions and notices surfaced by QDEX. QDEX is not liable for third-party changes, delays, inaccuracies, outages or decisions, or for the Customer’s use of third-party information in advice.

12. Intellectual property and usage restrictions

12.1 Ownership: QDEX and its licensors own all IP in the Service and outputs other than the Customer’s own content and data.

12.2 Customer data: the Customer retains all rights. QDEX may use de-identified and aggregated service telemetry and usage data to maintain, secure and improve the Service, and to develop and train QDEX’s own models and features, including QSCORE.

12.3 Restrictions: the Customer must not: (a) sub-license, resell, frame or mirror the Service: (b) attempt to extract or copy databases other than through permitted features: (c) reverse engineer or probe the Service, except as permitted by law: (d) use the Service or outputs to train third-party AI models: (e) breach the AUP.

12.4 Feedback: the Customer grants QDEX a perpetual, irrevocable, royalty-free licence to use feedback and suggestions for improvement.

13. Confidentiality

Each party will keep the other’s Confidential Information confidential and use it only to perform this Agreement, except for information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law or regulator. This clause survives for 5 years after termination.

14. Warranties

QDEX warrants that it will provide the Service with reasonable skill and care. QDEX does not warrant that outputs will ensure compliance or achieve any lending outcome. The Customer is responsible for review and decisions. Except as expressly stated, all other warranties and conditions are excluded to the maximum extent permitted by law.

15. Liability

Nothing limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

Subject to the above, each party’s total aggregate liability in any Contract Year is limited to the total Fees paid or payable by the Customer in that Contract Year.

Subject to the first paragraph above, neither party is liable for loss of profits, revenue or goodwill, or any indirect or consequential loss. For EAP access, subject to the first paragraph above, QDEX has no liability.

16. Marketing and publicity

QDEX may list the Customer’s name and logo on its website and in sales materials where the contracting party is the Customer firm or authority is confirmed. Quotes or case studies require prior written approval. The Customer may withdraw logo use by written notice where the purchaser had no authority. On reasonable written notice, the Customer may opt out of name/logo use.

17. Anti-bribery, modern slavery, sanctions and export

Each party will comply with applicable anti-bribery, anti-corruption, modern slavery, sanctions and export control laws. QDEX may suspend the Service for suspected breach.

18. Changes to this Agreement

QDEX may update this Agreement from time to time. For paid plans, material changes that are adverse to the Customer take effect 30 days after notice by email and in-app message. The Customer may choose not to renew. For EAP, changes may take effect immediately. QDEX will maintain a version index and effective dates at /legal/msa.

19. Assignment and subcontracting

The Customer may not assign or transfer this Agreement without QDEX’s prior written consent, not to be unreasonably withheld for a bona fide business transfer. QDEX may assign to an affiliate or in connection with a merger, sale or change of control on notice to the Customer. QDEX may use sub-contractors and sub-processors in accordance with the DPA.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control; the affected party will notify the other and use reasonable endeavours to mitigate.

21. Notices

Notices must be in writing and sent by email. Notices to the Customer go to the registered admin email on the account. Notices to QDEX must be sent to legal@qdexai.com and to QDEX’s registered office address in clause 1. This clause does not apply to the service of proceedings. QDEX may update notice details by written notice. Notices are deemed received on the next Business Day after sending. Operational/billing notices may also be provided in-app.

22. Third-party rights

No person other than a party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

23. Entire agreement and severability

This Agreement, together with the documents listed in clause 1, is the entire agreement and supersedes all prior discussions. If any provision is held invalid, the remainder remains in full force. Survival: clauses 6–7 (to the extent of accrued Fees), 11–15, 18, 21, 23–24, and any provision which by its nature is intended to survive, survive termination or expiry.

24. Governing law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule: online checkout mechanics

• Acceptance: at sign-up and first login, the user must confirm agreement to this Agreement, the AUP and the DPA, and acknowledge the Privacy Policy. If purchasing on behalf of a firm, the user confirms authority; otherwise the contract is with the individual.
• Cooling-off credit: first-time paid purchasers only: cancel within 14 days of first activation for a pro-rated credit against future QDEX fees. No cash refunds.
• Cancellations: monthly plans: effective end of current paid month. Annual plans: non-cancellable during the 12-month term. Mid-term seat reductions at renewal only.
• Chargebacks: treated as non-payment; QDEX may recover reasonable third-party costs and bank fees.
• Fair use: up to 20 new QMATCH runs per seat per day; unlimited refreshes for the same case; reasonable QSOURCE use (see AUP).
• QTIME and exports: QTIME is available only while subscribed; QDEX is not obliged to provide any export functionality. On termination, access to QTIME ends and data is handled under the DPA.