Terms and Conditions

We provide a mobile application that allows you to design, upcycle, and repurpose your clothing using artificial intelligence (AI).

Through the App, you may purchase one of two services:

a tech pack, a digital document containing the structural specifications for your design, which you may take to a tailor or seamstress of your choosing (Tech Pack); or

our end-to-end alteration service, where we connect you with seamstresses in our network to bring your visions to life (Alteration Services)

(together, the Services), as set out in more detail on our mobile application (App).

For the avoidance of doubt, the AI design generation feature is a step in the process that leads to either of these services and is not a standalone purchase.

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean SecondForm Ltd, a company registered in England and Wales with company number 16607024.

Our contact details:

Phone number: +44 7397 271125

Geographical address: 43 High Street, Marlow, England, SL7 1BA

Email address: ximena.meza@secondformco.com

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. We will provide the Services to you in accordance with these Terms and all applicable law.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

1.1. These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2. Subject to your compliance with these Terms, we will provide you with access to the Services.

1.3. We will not be responsible for any other services unless expressly set out in these Terms or on our App.

1.4. If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

1.5. Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

1.6. Where you purchase Alteration Services, the physical alteration work will be carried out by seamstresses engaged by us. These seamstresses are not your contractors, and you will have no direct contractual relationship with them. We remain responsible to you for the quality of the Alteration Services in accordance with these Terms.

Your right to change your mind

The following applies only where your use of the Services is as a ‘consumer’ under the Consumer Rights Act 2015:

Except as set out below, you have the right to cancel your purchase of the Services, and receive a full refund of the Fees, without giving any reason, any time up to 14 days after the day you accept these Terms (Cancellation Period).

When you don’t have the right to change your mind: We agree not to provide the Services to you during the Cancellation Period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted these Terms, if you instruct us to provide you with the Services (including by logging into or downloading the Services, or by asking us to commence the upcycling project) during the Cancellation Period, this will be taken to be an express request by you, and you will lose your right to cancel. If you make such a request, you will lose your right to cancel once the Services are fully performed. If you cancel before the Services are fully performed, you must pay a proportionate amount for the Services supplied up to the time you cancel.

Tell us you want to cancel these Terms: If you want to cancel or terminate these Terms in accordance with this clause, you should contact us using the contact details set out at the start of these Terms.

When your refund will be made: We will refund you within 14 days of you telling us you have changed your mind.

1.7. We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Services.

2.1. You must sign up for an Account in order to access and use the Services.

2.2. While you have an Account with us, you agree to:

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.3. If you close your Account, you will lose access to the Services.

3.1. AI Disclaimer: You acknowledge and accept that AI-generated design images are conceptual representations only and do not guarantee an exact match to the physical garment. The final appearance of your upcycled garment will depend on the actual properties of your fabric (including drape, texture, weight, and condition) and the physical construction process. Our seamstresses may make technical modifications to AI-generated designs where necessary to ensure structural integrity and wearability. We are not obligated to replicate AI errors, impossible geometry, or physically unrealisable features. Fabric colours may appear differently in person than in photographs due to lighting, screen settings, and camera quality. We are not responsible for colour discrepancies between your uploaded images and the actual garment. Additionally, fabric may behave differently after washing, pressing, or handling during the upcycling process.

3.2. The App uses a proprietary quiz to categorise you into one of 5 style archetypes. This result is a binding input for AI design generation, and the App’s determination is final. We do not guarantee the AI’s interpretation will match your personal style preferences. You acknowledge that the AI generates conceptual designs based on your inputs, and this is a step in the process that leads to your choice of Paid Service and is not in itself a purchasable service.

3.3. The AI generates designs based on your inputs (archetype, sentiment level, text prompts, uploaded images, and measurements). You acknowledge and accept that you are responsible for providing accurate and consistent information. We are not responsible for unsatisfactory results from contradictory, inaccurate, or incomplete inputs.

3.4. If you use the App’s AI measurement scanning feature, you acknowledge that measurements are estimates only and it is your responsibility to ensure that the measurements provided are accurate and complete. We will not be liable to you for any fit issues arising from inaccurate AI scanned measurements where you have failed to take precautionary measures to verify these.

3.5. You will receive a maximum of 1 AI design generation per order, which you may then customise using the App’s tools. If you are unsatisfied with the available customisations, you must place a new order. Unlimited design iterations are not permitted.

3.6. If your garment is being upcycled to address existing damage (such as covering a stain or repairing a tear), you must explicitly disclose this in your design inputs. We are only responsible for addressing disclosed damage incorporated into your approved designs. Undisclosed defects remain your responsibility.

3.7. For Alteration Services, if you have allergies or sensitivities to specific materials (such as nickel in zippers or certain thread types), you must inform us before production begins.

3.8. For Alteration Services, despite anything to the contrary, to the maximum extent permitted by law, we will not be liable to you for any damage caused by the inherent weakness, age, or fragility of your material (including dry rot, brittle fabric, or pre-existing structural damage not visible in uploaded images). If we determine your garment is too fragile for upcycling, we may halt production. You will receive a refund of service fees minus all shipping costs, and your garment will be returned at your expense.

3.9. For Alteration Services, unless you request the return of fabric remnants and off-cuts at order placement (additional handling fee applies), all such materials become our property. We may recycle, donate, repurpose, or dispose of unreturned materials. Off-cuts cannot be retrieved after production is complete.

4.1. This clause applies where you purchase a Tech Pack from us, including where you arrange for your garment to be altered by your own seamstress, tailor, or other third party, or where you carry out the alteration yourself.

4.2. The Tech Pack and any associated design imagery are a structural guide and overall representation of the design only. Because we are working with upcycled clothing, the final appearance of your garment will depend on the actual properties of your source garment (including its fabric, drape, texture, weight, and condition) and the individual skill of the tailor or maker carrying out the alteration. The Tech Pack does not guarantee an identical outcome to any design imagery, and any variation in the finished garment arising from these factors will not constitute a defect.

4.3. Tech Pack download links are tied to your Account and are personal to you. You must not share your download link with any third party. Downloads are subject to a limit, as specified at the time of purchase. We reserve the right to suspend your access to the Services where we reasonably suspect that a download link has been shared or used in an unauthorised manner.

4.4. You are responsible for ensuring that your source garment meets the fabric type, weight, and yardage requirements specified in the Tech Pack before commencing any alteration. We are not responsible for the failure of a design where an incompatible or insufficient garment has been used.

4.5. You and/or your chosen tailor are solely responsible for cross-referencing your personal measurements against the Tech Pack specifications and making all necessary sizing adjustments, as the proportions of your original garment will vary. We will not be liable for any fit issues arising from a failure to make such adjustments.

4.6. To the maximum extent permitted by law, we accept no Liability for the quality, fit, workmanship, or outcome of any physical alteration carried out by your chosen seamstress, tailor, or by you. This includes any loss of or damage to your source garment (including high-value or sentimental items) and the cost of any third-party labour, where such loss or damage arises from the acts or omissions of that third party or from your own execution of the alteration. Any garment construction or alteration you or your chosen tailor undertakes using the Tech Pack is carried out entirely at your own risk.

4.7. Our customer support team does not provide sewing instruction, step-by-step construction guidance, or troubleshooting assistance in connection with the execution of the Tech Pack, whether to you or to any third party acting on your behalf.

4.8. Nothing in this clause limits our liability for any error or defect in the Tech Pack itself.

Where you share images of a completed garment produced using the Tech Pack on any public platform or social media channel, we ask that you credit hung.up by tagging our official account. This is a guideline only and does not form a contractual obligation under these Terms.

6.1. This clause applies to the extent you purchase Alteration Services from us.

6.2. All turnaround times and delivery estimates for the upcycling of your garments are estimates based on our current capacity, and not guaranteed. We may extend production timelines if your garment requires more complex work than initially assessed or if unforeseen circumstances arise.

6.3. We are not liable for delays caused by events outside our reasonable control, including postal strikes, supply chain shortages, natural disasters, power outages, government restrictions, or third-party service failures. If such an event prevents completion for more than 60 days, either party may terminate and you will receive a refund of service fees minus costs incurred.

6.4. Where you are shipping your garments to us, you must do so securely and ship it to our designated address within 7 days of approving the design and completing payment. Failure to do so may result in your order being cancelled.

6.5. If we provide a prepaid shipping label, we assume liability for carrier loss (capped at the carrier’s standard insurance limit), but not for damage caused by improper packaging. If you arrange your own shipping, you bear all risk during transit.

6.6. Title in your garments sent to us for upcycling will remain with you at all times. Risk of loss or damage passes to you once the carrier marks the package as “delivered” to your registered address. We are not responsible for delivery delays, failed delivery due to incorrect address information, or theft/damage after delivery.

6.7. Abandonment: If you fail to respond to our communications, pay outstanding fees, accept delivery, or provide necessary approvals for 90 days, we may treat your garment as abandoned and donate, recycle, or dispose of it to recoup storage costs.

7.1. You may choose to purchase Services from us, as set out on our App (Paid Services). Paid Services may include a one-time purchase of the Alteration Services (based on a quote provided by us to you) or a Tech Pack. You must pay all amounts due under these Terms in accordance with these Terms or as set out on our App (as applicable).

7.2. Details of our Paid Services, including features, limitations and fees are set out on our App. Paid Services must be paid for at the time you order the Service.

7.3. You may only purchase Alteration Services or a Tech Pack. You are not able to purchase both Paid Services at the same time.

7.4. You acknowledge and accept that once you are happy with the design that is created by AI, you will be required to pay the applicable fee for your chosen Paid Service. For a Tech Pack, this will be the fixed fee set out on our App. For Alteration Services, the fee for this is calculated based on the complexity of the design and work required and the estimated fee will be displayed to you prior to your purchase.

7.5. You are responsible for inbound shipping costs (for sending your garments to us), unless we provide you with a prepaid label. You are also responsible for the return costs of your completed garment to you, if you are not satisfied with the finished product.

7.6. For Alteration Services, please note that the service fee quoted at checkout is based on visual assessment of your uploaded images. Upon physical inspection of your garment, if our seamstresses identify hidden damage, structural issues, or additional work requirements that are not apparent from the images (such as disintegrated lining, seized zippers, or extensive repairs), we will contact you with a revised quote. If you refuse, the order will be cancelled, you will receive a refund of the service fee, minus shipping costs, and your garment will be returned to you at your own expense. If you accept the revised quote, you must pay the additional amount before work commences.

7.7. Our payment methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

7.8. You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

7.9. If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

(a) suspend your access to the Services; and

(b) charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the payment terms.

7.10. We will display the price including all fees, taxes and additional amounts to be paid.

8.1. This clause applies to the extent you purchase Alteration Services from us.

8.2. Your completed garment meets our quality standards if it matches the design you approved (allowing for the AI limitations in clause 3.1), fits your measurements within 2cm, is well-made, and is wearable. Small differences from the AI image caused by how your fabric behaves are not defects if the overall look is substantially similar.

8.3. You acknowledge and accept that we cannot refund you because you have changed your mind about the style, no longer like how the garment looks, or because you prefer your original garment. We will fix genuine defects such as unfinished seams, measurements more than 2cm off, seams coming apart with normal use, or damage we caused. You must tell us within 48 hours of delivery and send photos. If you do not contact us within 48 hours, we will assume that the garment has been accepted by you.

8.4. If there is a genuine defect with your garment that is caused by us and did not exist before the garment was shipped to us, we will repair your garment (and cover the costs for return shipping) or refund you the service fee if we damaged it beyond repair.

8.5. If you have your garment altered, modified, or repaired by any third party after delivery, we will have no further liability for the garment’s condition or fit.

9.1. During the Term, we grant you a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

9.2. When you purchase our Paid Services, we grant you the right to access the Service until the earlier of the specified duration of access or the termination of these Terms. These rights cannot be passed on or transferred to any other person.

9.3. The licence granted to you in respect of the Tech Pack is strictly for your personal, non-commercial use only. You must not use the Tech Pack or the designs contained within it to manufacture garments for sale, and you must not sublicense, resell, share, or otherwise distribute the files forming the Tech Pack or any part of their contents to any third party.

9.4. You must not:

(a) access or use the Services in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;

(c) introduce any viruses or other malicious software code into the Services;

(d) use any unauthorised or modified version of the Services, including for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

10.1. This clause 10 applies to the extent that you purchase Services from us as a “consumer”, as defined in the Consumer Rights Act 2015. You expressly agree to this information being provided in digital form, rather than on paper.

10.2. Subject to clauses 10.3 and 10.5, you may cancel the Services within 14 days of your acceptance of these Terms (Cancellation Period).

10.3. Unless you expressly request us to commence the provision of the Services during the Cancellation Period, we will not commence the provision of the Services during the Cancellation Period. Where you expressly request us to commence the provision of the Services during the Cancellation Period, you will lose your right to cancel the Services if the relevant Services are fully performed by us.

10.4. If you exercise your right to cancel the Services under this clause 10, you will be liable to pay to us an amount for the relevant Services supplied up to when you inform us that you intend to cancel the Services, which will be proportionate to the full Price for the relevant Services for the Term.

10.5. You acknowledge that all garment upcycling services are made to your specifications and clearly personalised. You do not have a right to change your mind and cancel these Terms in respect of clothing that is made to your specifications or is clearly personalised. Once you click “Lock Design” or “Approve Final Design” and complete payment for a garment upcycling service, the contract becomes final and non-refundable. No cancellations or refunds will be provided after this point.

10.6. Tech Packs are supplied as digital content by instant download. We will not begin supplying your Tech Pack to you during the Cancellation Period unless you ask us to do so. Before we begin the download, we will ask you to confirm that you consent to the immediate supply of the digital content and that you understand that, once the download has begun, you will lose your right to cancel that purchase. By confirming and initiating the download, you lose your right to cancel your Tech Pack purchase. This does not affect your statutory rights if the digital content is faulty, not as described, or not of satisfactory quality.

10.7. If you want to cancel the platform access Services (but not garment upcycling services), you should email us using the contact details at the start of these Terms, and you may use the Model Cancellation Form below:

Model Cancellation Form

To SecondForm Ltd, 43 High Street, Marlow, England, SL7 1BA (Email: ximena.meza@secondformco.com),

I/We hereby give notice that I/We cancel my/our contract for the supply of the following services: ____________________

Ordered on/received on: ____________________

Name: ____________________

Address: ____________________

Signature: ____________________

Date: ____________________

10.8. Subject to clauses 10.3 and 10.5, where you have paid any fees upfront and have cancelled the Services in accordance with this clause 10, we will provide you with a refund of the amount paid to us within 14 days of you telling us that you have changed your mind.

11.1. While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

11.2. The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

11.3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

12.1. We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

12.2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

12.3. The Services utilise third-party artificial intelligence providers. AI-generated outputs may be subject to the terms and conditions of these third-party providers. We do not guarantee that AI outputs will be free from third-party intellectual property claims.

12.4. We retain intellectual property rights in all AI-generated design concepts, patterns, and imagery created through the Services. While you own the physical garment and materials you provide, the design concepts, technical patterns, and AI outputs remain our property.

12.5. If you tick “allow marketing use”, we may use before/after images of your garment for marketing purposes on our website, social media, and promotional materials. We will anonymise your identity unless you explicitly agree otherwise. You may withdraw marketing consent at any time, but this does not affect already-published images.

12.6. You must not upload images containing nudity, offensive symbols, third-party intellectual property without authorisation, or images of others without consent. We may refuse orders, remove content, suspend your Account, or report illegal content for violations. You warrant that any designs, images, or instructions you provide do not infringe any third party’s intellectual property rights.

Your Data

12.7. We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply the Services to you (for example, to enable you to access and use the Services), and otherwise perform our obligations under these Terms;

(b) diagnose problems with the Services;

(c) improve, develop and protect the Services;

(d) send you information we think may be of interest to you based on your marketing preferences;

(e) perform analytics for the purpose of remedying bugs or issues with the Services; or

(f) perform our obligations under these Terms (as reasonably required).

12.8. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

12.9. You are responsible for (meaning we are not liable for):

(a) the integrity of Your Data on your systems, networks or any device controlled by you; and

(b) backing up Your Data.

12.10. When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

12.11. If you do not provide Your Data to us, it may impact your ability to receive the Services.

12.12. This clause 12 will survive the termination or expiry of these Terms.

13.1. While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

13.2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

13.3. We collect, hold and disclose and use any personal data you provide to us in accordance with our privacy policy, available on the App, and applicable privacy laws.

13.4. You must only disclose personal data to us if you have the right to do so (such as having the individual’s express consent).

13.5. We may need to disclose personal data to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

13.6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

13.7. This clause 13 will survive the termination or expiry of these Terms.

14.1. Nothing in these Terms limits any liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence; and

(b) fraud or fraudulent misrepresentation.

14.2. Subject to the clauses above, to the maximum extent permitted by law, we will not be liable for any Liability caused or contributed to by, arising from or in connection with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any use of the Services by a person or entity other than you.

14.3. Subject to the clauses above, but despite anything else to the contrary in these Terms, to the maximum extent permitted by law:

(a) we will have no Liability to you for any loss of profit, loss of business, loss of data, business interruption, or loss of business opportunity;

(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and

(c) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to £1,000.

14.4. This clause 14 will survive the termination or expiry of these Terms.

15.1. To the extent that you are using or accessing the Services on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Services and any content available on the Services.

15.2. Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.

15.3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

15.4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

15.5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

15.6. You agree to comply with any applicable third-party terms when using our mobile application.

15.7. Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

15.8. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Suspension

16.1. We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

16.2. We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled) if:

(a) you fail to pay your fees when they are due;

(b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(c) you breach these Terms and that breach cannot be remedied;

(d) you experience an insolvency event (including bankruptcy, receivership, administration, liquidation, or entering into creditors’ schemes of arrangement).

16.3. You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied,

and if you have paid fees for recurring Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Services period remaining.

16.4. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 17.9), and if you have purchased any recurring services, termination will take effect at the end of your current Services period.

16.5. Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

16.6. Termination of these Terms will not affect any other rights or liabilities that we or you may have.

16.7. This clause 16 will survive the termination or expiry of these Terms.

17.1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

17.2. Complaints and Feedback: We are always looking to improve our services and products. If you have any feedback or a complaint, please notify us on our contact details set out in these Terms and we will take reasonable steps to address any concerns you have.

17.3. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

17.4. Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 14 days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.

17.5. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

17.6. Governing law: These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts operating in England and Wales.

17.7. Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

17.8. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

17.9. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

17.10. Privacy: We will comply with all applicable data protection laws, and your personal data will be handled in accordance with our privacy policy (available on our website).

17.11. Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

In these Terms:

Account means an account accessible to the individual or entity who signed up to the Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Services means the services we provide to you, as detailed at the beginning of these Terms.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving the Services or stored by or generated by your use of the Services, including any personal data collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.