Terms of Service

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    1 Parties and Structure

    1.1 QDEX AI Ltd, a company incorporated in England and Wales with company number 15729147, and registered office at 6–12 Tabard Street, London, SE1 4JU (“QDEX“), provides a platform which it makes available through a web-based service for the purpose of providing compliance and workflow tools to FCA-authorised mortgage brokers.

    1.2 These Terms of Service set out the terms on which QDEX provides the Service to the Customer. These Terms apply to anyone purchasing a subscription to the Service from us (the “Customer“) by placing an Order and forms a binding legal agreement between Customer and QDEX relating to such Services. If you do not confirm your acceptance of these terms and conditions during the Order process, you will not be able to purchase a subscription.

    1.3 If you access or use the Service in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.

    1.4 The following documents form part of the Agreement: these Terms and Conditions, an Order Form, the Data Protection Addendum (DPA), the Acceptable Use Policy (AUP), the Privacy Policy and the Cookies Policy. For self-serve purchases, the Checkout Confirmation identifies the applicable plan, seats and Fees but remains subject to the terms of this Agreement.

    1.5 In the event of any ambiguity, conflict, or inconsistency between or amongst the documents forming part of this Agreement, the following order of precedence shall apply (with the first listed document taking precedence over those listed subsequently):

    (a) the DPA;

    (b) An Order Form executed by the Parties or Checkout Confirmation;

    (c) these Terms and Conditions;

    (d) The AUP.

    1.6 This order of precedence applies only to resolve conflicts or inconsistencies between documents, and does not otherwise limit or affect the interpretation of the Agreement;

    1.7 To the extent possible, all documents shall be read together and construed as complementary.

    1.8 For the avoidance of doubt, the Website Terms, which apply to general website use and are superseded by this Agreement for Customers who purchase a subscription to the Service.

    1.9 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

    2.1 Capitalised terms have the meanings below.

    • Agreement: these Terms of Service, together with the Order Form (or Checkout Confirmation where applicable), the DPA and the AUP.
    • AUP: QDEX’s Acceptable Use Policy at /legal/aup.
    • Authorised User: an employee, agent, contractor or self-employed adviser of the Customer who is authorised by the Customer to use the Service pursuant to an Order in accordance with the Agreement.
    • 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 setting out the subscription plan, number of seats and Fees applicable to the online order.
    • Confidential Information: non-public or proprietary 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.
    • 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 individual, entity or firm identified on an Order Form or at online checkout.
    • Customer Data: the data inputted by the Customer or its Authorised Users for the purpose of using the Service;
    • DPA: QDEX’s Data Processing Addendum at /legal/dpa.
    • 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.
    • Order: an order for a subscription to the Service placed through an Order Form or through a Checkout Confirmation.
    • Order Form: an ordering document executed by the parties that references this Agreement. Any reference to an Order Form will be deemed to be a reference to the Checkout Confirmation where the Order was placed through the online checkout.
    • Privacy Policy: QDEX’s privacy policy at /legal/privacy.
    • Service: the subscription SaaS platform made available by QDEX to eligible UK FCA regulated mortgage intermediaries, including such features and tools as QDEX makes available from time to time, together with standard support in clause 8.1.
    • Sub-processor List: the web-hosted list of QDEX sub-processors referenced in the DPA.
    • Subscription 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.
    • Website Terms: QDEX’s website terms at /legal/website-terms.

    3 Service and Access

    3.1 Subject to the terms of the Agreement, QDEX hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Service during the Subscription Term solely for the Customer’s internal business operations.

    Authorised Users

    3.2 Each Authorised User’s account is personal to the Authorised User to which it is issued. Account credentials may not be shared or used by anyone other than the individual to whom they were provisioned. Customer is responsible for its Authorised Users’ compliance with this Agreement, and all activities of its Authorised Users.

    3.3 The Customer is responsible for maintaining control over its Authorised Users accounts, including the confidentiality of usernames and passwords.

    Customer Obligations

    3.4 The Customer shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

    3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; or

    3.4.2 attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service; or

    3.4.3 access all or any part of the Service in order to build a product or service which competes with the Service.

    3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify QDEX.

    3.6 The Customer’s use of the Services is subject to fair use thresholds as set out in the Acceptable Use Policy (the “AUP“).

    3.7 QDEX reserves the right to determine, in its sole discretion, whether the Customer’s use of the Services constitutes excessive, abusive, or automated use that exceeds fair use thresholds or adversely impacts the Service for other customers.

    Additional Seats

    3.8 The Customer may, from time to time during any Subscription Term, purchase additional seats in excess of the number set out in the Order Form or Checkout Confirmation and QDEX shall grant access to the Service to such additional Authorised Users in accordance with the provisions of this Agreement.

    3.9 Where the Customer purchases additional seats during a Subscription Term:

    3.9.1 the charges for such additional seats shall be prorated from the date of activation to the end of the then-current billing period; and

    3.9.2 The additional seats shall be co-termed with the Customer’s existing subscription, such that all seats renew together on the same renewal date.

    3.10 Reductions in the number of seats may only take effect at the end of the then-current Subscription Term upon renewal.

    3.11 The Customer shall remain liable to pay for all seats subscribed to during the Subscription Term, regardless of whether such seats are actively used or assigned to users.

    3.12 To reduce seats at renewal, the Customer must provide written notice to QDEX no later than 15 days prior to the Renewal Date. Failure to provide timely notice shall result in automatic renewal of the existing number of seats.

    Customer Data

    3.13 Customer authorises QDEX and its service providers to use Customer Data for the sole purpose of providing the Service and performing the activities contemplated by this Agreement.

    3.14 Customer represents and warrants that: (i) it has secured all rights in and to Customer Data as may be necessary; (ii) the Customer Data it or any Authorised User submits to the Service does not and will not infringe upon the intellectual property rights of any third party; (iii) the Customer Data it or any user submits to the Services does not and will not contain any “sensitive” personal data or “personal health information”, as defined by applicable laws, unless you have signed a separate written agreement with us relating to the processing of such data. Customer acknowledges that it is entirely responsible for Customer Data, and for any harm or liability resulting from or arising out of Customer Data. This responsibility applies whether or not you were the original creator of the Customer Data.

    3.15 The Customer will inform QDEX without undue delay in writing (including email) about: (i) the misuse or suspicion of misuse of the Service; (ii) a risk or suspicion of a risk for the compliance of data protection or data security which occurs within the scope of the provision of the Service; (iii) a risk or suspicion of a risk for the service provided by QDEX, e.g. due to loss of access data or hacker attack.

    3.16 The Customer is responsible for taking appropriate IT security measures to ensure that the use of the Service is subject to appropriate security standards within their own organisation.

    4 Eligibility and Authority

    Eligibility

    4.1 QDEX is not authorised or regulated by the Financial Conduct Authority (FCA) and does not provide financial services or advice. QDEX’s Service is provided solely to enable the Customer to produce outputs in connection with the Customer’s own FCA-regulated activities.

    Responsibility for outputs

    4.2 The Customer acknowledges and agrees that:

    4.2.1 It is solely responsible for ensuring that any outputs produced using the Service comply with all applicable laws, regulations, and FCA requirements;

    4.2.2 It is solely responsible for the accuracy, completeness, and regulatory compliance of all outputs generated using the Service;

    4.2.3 QDEX makes no representations or warranties regarding the suitability, accuracy, or compliance of any outputs for FCA-regulated activities; and

    4.2.4 The Customer must conduct its own independent review and validation of all outputs before using them in any FCA-regulated context.

    4.3 QDEX accepts no liability whatsoever for:

    4.3.1 the accuracy, completeness, or quality of any outputs produced using the tool;

    4.3.2 any failure of the outputs to comply with FCA requirements or any other applicable regulatory obligations;

    4.3.3 any regulatory action, fines, penalties, or sanctions arising from the Customer’s use of the outputs; or

    4.3.4 any losses, damages, or liabilities arising from the Customer’s reliance on or use of the outputs in connection with FCA-regulated activities.

    4.4 The Customer acknowledges that it must exercise its own professional judgment and conduct appropriate due diligence before relying on or using any outputs in connection with its FCA-regulated activities.

    Authorised Users

    4.5 Customer represents and warrants that its Authorised Users are FCA-authorised or an appointed representative of an FCA-authorised principal.

    4.6 Where an individual (the “Representative“) enters into this Agreement on behalf of a firm, company, partnership, or other legal entity (the “Firm“), the Representative warrants and represents that:

    4.6.1 they have full power and authority to enter into this Agreement and bind the Firm to its terms;

    4.6.2 this Agreement, once executed, constitutes valid and legally binding obligations on the Firm; and

    4.6.3 no further approvals, consents, or authorisations are required from the Firm or any third party to enter into this Agreement.

    4.7 If the Representative lacks the requisite authority to bind the Firm, or if the warranty in the clause above is breached:

    4.7.1 this Agreement shall be deemed to have been entered into with the Representative personally in their individual capacity;

    4.7.2 the Representative shall be personally liable for all obligations, liabilities, and payments due under this Agreement; and

    4.7.3 QDEX shall be entitled to pursue the Representative personally for any breach of this Agreement or non-payment of fees, without prejudice to any other rights or remedies available.

    4.8 The Representative agrees to indemnify and hold harmless QDEX against any losses, costs, claims, or expenses arising from any breach of the warranties given in this clause, including any dispute as to the Representative’s authority to bind the Firm.

    4.9 The Customer shall, at its own expense, obtain and maintain in force throughout the Subscription Term professional indemnity insurance with a reputable insurer with a minimum cover of £1,000,000 per claim and in the aggregate per year.

    5 Term, Termination and Suspension

    Term

    5.1 The Subscription Term starts on the Effective Date and continues for the applicable plan term.

    5.2 The Customer can choose a monthly or a yearly subscription Agreement.

    5.3 In case of Agreements with a monthly subscription, an initial term of one month shall apply. After the expiry of the initial term, the Agreement shall automatically renew on a monthly basis until either party terminates the Agreement with a notice not later than 15 days’ prior to the renewal date.

    5.4 In case of Agreements with an annual subscription, an initial term of at least one year shall apply or as stated otherwise in the Agreement. After the expiry of the initial term, the Agreement shall automatically renew on a yearly basis, until either party terminates the Agreement with notice not later than 30 days prior to the renewal date. For the avoidance of doubt, annual subscriptions cannot be terminated prior to the expiry of the initial term.

    Termination

    5.5 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement immediately without liability to the other if:

    5.5.1 The other party is in material breach of any of its obligations under the Agreement, and such breach is either not capable of remedy, or if such breach is capable of remedy, the party fails to remedy that breach within thirty (30) days of being notified of such; or

    5.5.2 The other party experiences an insolvency event.

    Suspension

    5.6 QDEX in its sole discretion, have the right to suspend Customer’s ability to use and/or access the Service, without liability, under the following circumstances: (a) for scheduled or emergency maintenance to the Service; (b) if QDEX believes that the Customer is using the Services in violation of the Agreement or applicable law; (c) if QDEX believe that the Customer’s use of the Services poses a security risk to QDEX or to any third party; (d) if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation; or (e) if the Customer fails to fulfil its payment obligations.

    6 Fees and Payment

    Fees

    6.1 Fees are exclusive of taxes, duties, levies, tariffs and any other applicable charges. Currency is GBP.

    6.2 Payment for the Services shall be made by credit card, debit card, or Direct Debit via QDEX’s self-service checkout process.

    6.3 For enterprise Orders, QDEX may, at its sole discretion and subject to prior written agreement, permit payment by invoice. Where invoice payment is agreed:

    6.3.1 Invoiced amounts are due and payable within 30 days of the invoice date, unless an alternative payment term has been expressly agreed in writing; and

    6.3.2 QDEX may withdraw invoice payment terms and revert to card or Direct Debit payment at any time upon written notice if payments become overdue or the Customer’s creditworthiness deteriorates.

    6.4 By subscribing to the Services, the Customer:

    6.4.1 authorises QDEX to charge the payment method on file on a recurring basis in accordance with the billing frequency selected (monthly or annually);

    6.4.2 agrees to maintain valid, current, and complete payment details in the Customer’s account at all times; and

    6.4.3 acknowledges that failure to maintain valid payment details may result in suspension or termination of access to the Services.

    Suspension for Non-Payment

    6.5 If a payment fails for any reason (including insufficient funds, expired card details, or rejected Direct Debit), QDEX shall automatically retry the payment on day 1, day 3, and day 5 following the initial failed payment attempt. The Customer remains liable for the full amount due regardless of the number of retry attempts.

    6.6 If payment remains overdue on or after day 7 following the initial failed payment, QDEX may immediately suspend the Customer’s access to the Services without further notice.

    6.7 Suspension of access does not suspend, pause, or reduce the Customer’s billing obligations. The Customer remains liable for:

    6.7.1 all Fees for the current billing period;

    6.7.2 all Fees for any committed term or minimum contract period; and

    6.7.3 any other amounts due under this Agreement.

    6.8 During any period of suspension, the Customer shall not be entitled to any refund.

    Termination for Non-Payment

    6.9 Without prejudice to any other rights or remedies, QDEX may terminate this Agreement for non-payment with effect from the end of the then-current Subscription Term (or immediately, at QDEX’s election).

    6.10 Termination for non-payment does not extinguish any debt or liability owed by the Customer to QDEX. All outstanding amounts remain due and payable in full.

    6.11 QDEX may, at its sole discretion, accelerate and demand immediate payment of all unpaid Fees for the remainder of any committed term or minimum contract period.

    6.12 Access to the Services shall be restored only upon full settlement of all outstanding amounts, accrued interest, and any recovery costs incurred by QDEX.

    Price Changes

    6.13 QDEX reserves the right to change its prices at any time upon at least 30 days’ prior written notice to the Customer.

    6.14 Any price change shall take effect at the next renewal date following the notice period.

    6.15 If the Customer does not wish to accept a price increase, the Customer may elect not to renew the subscription by providing written notice to QDEX prior to the renewal date. Continued use of the Services after the renewal date shall constitute acceptance of the new pricing.

    Late Payment

    6.16 Any amounts not paid when due shall accrue interest on a daily basis from the due date until payment is received in full, at a rate of 4% per annum above the Bank of England base rate from time to time.

    6.17 Without prejudice to any other rights or remedies, QDEX may:

    6.17.1 charge the Customer for all reasonable third-party costs incurred in recovering overdue amounts, including debt collection agency fees and legal costs;

    6.17.2 charge the Customer for any bank fees, chargeback fees, or payment processor fees incurred as a result of failed payments, rejected Direct Debits, or invalid chargebacks initiated by the Customer; and

    6.17.3 suspend or terminate access to the Services in accordance with the termination provisions of this Agreement.

    Payment in Full

    6.18 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding, except as required by law. If the Customer is required by law to make any deduction or withholding, the Customer shall pay such additional amount as will ensure that QDEX receives the full amount it would have received had no deduction or withholding been made.

    7 Data Protection

    7.1 QDEX acts as a processor for the Customer Data stored and processed by the Service and the Customer shall be the data controller of such data. The DPA is hereby agreed and incorporated and forms an integral part of the Agreement.

    7.2 On termination or expiry, QDEX will cease access and delete or de-identify personal data within the timelines set out in the DPA timelines. QDEX is not obliged to provide self-serve export functionality; data return is governed by the DPA.

    8 Support and Changes

    8.1 QDEX provides standard support during UK Business Hours by email or in-app chat. No weekend or public holiday support is included.

    8.2 QDEX may modify the Service (including for upstream, security or regulatory reasons). For paid plans, material reductions to core functionality require at least 30 days’ notice.

    9 Third-party Services

    9.1 The Service may rely on third-party data, content, criteria, rates or integrations. Third-party information is provided “as available”. QDEX does not guarantee the accuracy, completeness, or timeliness of any information, 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.

    10 Intellectual Property

    10.1 QDEX and its licensors own all intellectual property in the Service and outputs other than the Customer’s own content and Customer Data.

    10.2 Customer acknowledges that QDEX has the right to collect, use, and share data that has been aggregated or anonymized (so that it does not directly or indirectly identify the Customer) for the purpose of developing new services and features, as well as promoting our products and services through, for example, publishing analyses of general patterns and trends and to develop and train QDEX’s own models and features.

    10.3 Customer may voluntarily provide QDEX feedback, comments, or suggestions concerning the Service (“Feedback“). To the extent Customer provides Feedback, Customer hereby grants QDEX the right to use such Feedback to maintain, improve, and enhance QDEX’s products and services.

    11 Confidentiality

    11.1 Each party agrees to the following:

    11.1.1 Not to use the other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement;

    11.1.2 Hold the other party’s Confidential Information in confidence, and, unless required by law, will not make the other party’s Confidential Information available to any third party other than employees, officers, representatives, advisors or sub-contractors who need to know such information for the purpose of carrying out the party’s obligations under the Agreement (“Permitted Recipients“). Each party must ensure that all Permitted Recipients are bound by suitable confidentiality obligations equivalent to this section 11.1;

    11.1.3 Take all reasonable steps to ensure the other party’s Confidential Information to which it has access to is afforded the same security protection as its own Confidential Information.

    11.2 Confidential Information shall not include information which is:

    11.2.1 In the public domain other than through a breach of the Agreement or an obligation of confidence owed to a party;

    11.2.2 In the lawful possession or known to a party before any disclosure;

    11.2.3 Disclosed to a party independently by a third party without restriction;

    11.2.4 Independently developed by a party without access to the Confidential Information; or

    11.2.5 Required to be disclosed by law or any court or regulatory body. The restrictions contained in clauses 11.1 to 11.2 will continue to apply until the earlier of the relevant Confidential Information ceasing to be confidential and a period of five years following termination of the Agreement.

    12 Warranties

    12.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against the executing party in accordance with its terms; (b) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or require authorization or approval from any third party; and (c) it will perform its rights and obligations under this Agreement in accordance with applicable law.

    12.2 QDEX Warranties. QDEX represents and warrants to Customer during the applicable Subscription Term that: (a) QDEX will provide the Service with commercially reasonable skill and care.

    12.3 DISCLAIMER. Except for the express representations and warranties stated in this section 12, the parties make no representation or warranty of any kind, whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever relating to this agreement. QDEX expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. Non-QDEX resources are provided by third parties, not QDEX, and any use of non-QDEX resources is solely between Customer and the applicable third-party provider. QDEX does not warrant or support, and will not have any responsibility or liability of any kind for, non-QDEX resources.

    13 Indemnity

    13.1 Customer agrees, at its sole expense, to defend, indemnify and hold QDEX (and its directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or relating to (a) Customer Data; (b) use of the Service; and (c) any other actual or alleged breach of any of your obligations under these Terms. Customer will not settle any such claim in any manner that would require QDEX to pay money or admit wrongdoing of any kind without our prior written consent, which we may withhold in our sole discretion.

    13.2 QDEX agrees, at its sole expense, to defend, indemnify and hold Customer harmless from and against any claim that the Customer’s use of the Service in accordance with this Agreement infringes any third party copyright, trade mark, database right or other intellectual property right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims.

    14 Liability

    14.1 Nothing limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, the indemnities provided to QDEX by the Customer in clauses 4.8 and 13.1, or any liability that cannot be excluded by law.

    14.2 Subject to clause 14.1, QDEX will not be liable, whether in contract, misrepresentation, tort (including negligence), or otherwise, for:

    14.2.1 any loss of profit, loss of business, loss of opportunity, loss of or depletion of goodwill, or loss or corruption of data or information, in each case, whether such loss is direct or indirect; or

    14.2.2 any form of indirect or consequential loss or third-party claims.

    14.3 Subject to clause 14.1, 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.

    14.4 Subject to clause 14.1, neither party is liable for loss of profits, revenue or goodwill, or any indirect or consequential loss.

    15 Marketing

    15.1 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 from the Customer, such approval not to be unreasonably withheld or delayed. The Customer may withdraw consent at any time by providing written notice to QDEX at privacy@qdexai.com. QDEX shall remove the Customer marks from its marketing materials within 30 days of receiving such notice, provided that QDEX shall not be required to recall or destroy materials already in circulation or printed prior to the opt-out notice.

    16 Compliance

    16.1 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.

    17 Changes to this Agreement

    17.1 QDEX has the right to update, modify or amend this Agreement from time to time at its sole discretion.

    Notice of Material Changes

    17.2 For Customers on paid subscription plans, QDEX shall provide at least 30 days’ prior written notice of any material changes to this Agreement that are adverse to the Customer’s rights or increase the Customer’s obligations (each, a “Material Adverse Change“).

    17.3 Notice of Material Adverse Changes shall be provided by:

    17.3.1 email to the email address registered to the Customer’s account; and

    17.3.2 in-app message displayed when the Customer next logs into the Service.

    17.4 The notice shall include a summary of the key changes and the effective date on which the amended Agreement will take effect.

    Non-Material Changes

    17.5 QDEX may make non-material changes, corrections, or clarifications to this Agreement at any time without prior notice. Such changes shall take effect immediately upon publication at /legal/terms-of-service.

    Deemed Acceptance

    17.6 If the Customer continues to access or use the Services after the effective date of any Material Adverse Change, the Customer shall be deemed to have accepted the amended Agreement in full.

    17.7 If the Customer does not wish to accept a Material Adverse Change, the Customer may:

    17.7.1 elect not to renew the subscription by providing written notice to QDEX prior to the next Renewal Date; or

    17.7.2 terminate this Agreement in accordance with the termination provisions, provided that the Customer remains liable for all Fees due for the then-current Subscription Term.

    Version Control

    17.8 QDEX shall maintain a version index of this Agreement, including the effective date of each version, at https://www.qdex.co.uk/legal/terms-of-service. The Customer is responsible for reviewing the terms periodically to stay informed of any updates.

    Free Plans

    17.9 For Customers on free or trial plans, QDEX may amend this Agreement at any time with immediate effect upon publication at /legal/terms-of-service. Continued use of the Service constitutes acceptance of the amended terms.

    18 Assignment

    18.1 The Customer may not assign or transfer this Agreement without QDEX’s prior written consent, not to be unreasonably withheld, except that Customer may (without QDEX’s prior written consent) assign this Agreement, in whole, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of Customer’s assets (“Change of Control“). QDEX may assign its rights or obligations under the Agreement. QDEX shall be entitled to use sub-contractors and sub-processors in accordance with the DPA.

    18.2 QDEX may terminate this Agreement immediately upon written notice to the Customer if:

    18.2.1 the Customer undergoes a Change of Control to a Competitor; or

    18.2.2 the Customer merges with, or transfers all or substantially all of its business or assets to, a Competitor.

    18.3 A “Competitor” means any person or entity that directly competes with QDEX by providing products or services that are substantially similar to, or substitutable for, the Service provided under this Agreement.

    18.4 The Customer shall provide QDEX with at least 30 days’ prior written notice of any proposed Change of Control that would result in the Customer being acquired by, merged with, or transferred to a Competitor, to allow QDEX to exercise its rights under this clause.

    19 Force Majeure

    19.1 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. If a Force Majeure Event causes a party to fail to comply with its obligations under this Agreement for 30 or more consecutive days, either party may terminate this Agreement upon written notice, without liability. “Force Majeure Event” means any event or circumstance (other than a party’s inability to satisfy payment obligations) that is outside a party’s reasonable control, whether or not foreseeable.

    20 Notices

    20.1 Notices must be in writing and sent by email. Notices to the Customer are sent to the primary administrative email address associated with the account. Notices to QDEX must be sent to legal@qdexai.com. QDEX’s registered office is 6–12 Tabard Street, London, SE1 4JU. 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 they are sent. Operational and billing notices may also be provided via in-app notifications.

    21 General

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

    21.2 This Agreement, together with the documents listed in clause 1.5, is the entire agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. If any provision is held invalid, the remainder remains in full force.

    21.3 Survival: sections 4.8, 6 (to the extent of accrued Fees), 7 (Data Protection), 10 (Intellectual Property), 11 (Confidentiality), 13 (Indemnity), 14 (Liability), 15 (Marketing), 16 (Compliance), 19 (Force Majeure), 21 (General) and 22 (Governing Law), and any provision which by its nature is intended to survive, survive termination or expiry.

    22 Governing Law

    22.1 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.

    Version: 4.0
    Effective date: 06 February 2026
    Document owner: COO
    Last review: 05 February 2026
    Next review: 31 July 2026