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Terms and Conditions

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IMPORTANT – PLEASE READ CAREFULLY

This is a legally binding agreement between you (the “Customer”) and Quote M8 Ltd (Company Number: 16690448), whose registered address is 3rd Floor, 86-90 Paul Street, London, EC2A 4NE (the “Company”, “we”, “us” or “our”).

By clicking “Accept” or by accessing or using the Quote M8 service, you agree to be bound by these Terms and Conditions.

THIS IS A BUSINESS-TO-BUSINESS AGREEMENT. The Service is intended solely for businesses, traders, and individuals acting in a business or professional capacity. If you are a consumer acting for purposes wholly or mainly outside your trade, business, craft or profession, you must not use this Service.

PLEASE NOTE THE LIMITATIONS ON LIABILITY IN CLAUSE 13.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms:

“Account” means your customer account on the Service through which you access and use the Service.

“Agreement” means these Terms and Conditions together with the Privacy Policy, Data Processing Addendum, Acceptable Use Policy and any other policies referenced herein.

“AI Services” means the artificial intelligence and machine learning services provided by third parties (including OpenAI/ChatGPT) and integrated into the Service to generate quotes.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.

“Commencement Date” means the date you first register for and access the Service.

“Confidential Information” has the meaning given in clause 15.

“Customer Data” means all data, information and content (including Client Information and Pricing Information) that you upload, input, submit or transmit through the Service.

“Client Information” means personal data and contact information relating to your clients that you store in the Service.

“Data Protection Laws” means all applicable laws relating to the processing of personal data including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003.

“Fees” means the subscription fees payable by you for use of the Service as set out in clause 4 and at www.quotem8.ai/pricing.

“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, strikes, pandemics, failure of third party telecommunications or internet infrastructure, or failure of third party services (including WhatsApp or AI Services), provided that inability to pay is not a Force Majeure Event.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Pricing Information” means your business services pricing data, rates, margins and commercial information that you upload to enable the AI to generate quotes.

“Privacy Policy” means our privacy policy available at www.quotem8.ai/privacypolicy.

“Quote” means a quotation, estimate or proposal generated using the Service and sent to your client via WhatsApp or otherwise.

“Quote Allowance” means the number of Quotes you are entitled to generate per calendar month under your Subscription Plan.

“Service” means the Quote M8 AI-powered quote generation platform, including the web application, dashboard, WhatsApp integration and all related services we provide.

“Subscription Plan” means your chosen subscription tier: either the Starter Plan (£9 per month including VAT for 10 Quotes per month) or the Professional Plan (£29 per month including VAT for unlimited Quotes per month).

“Subscription Period” means each monthly period during which you subscribe to the Service, commencing on the Commencement Date and continuing on a rolling monthly basis until terminated in accordance with these Terms.

“Territory” means the United Kingdom.

“Third Party Services” means third party platforms and services integrated with or used by the Service, including WhatsApp Business API, OpenAI/ChatGPT, Hostinger (hosting services) and Google Analytics.

“Trial Period” means the initial 7-day free trial period (if applicable) during which you may use the Service without charge.

“VAT” means United Kingdom value added tax and any similar replacement or additional tax.

“WhatsApp Account” means your WhatsApp Business account which you must maintain independently to use the Service.

1.2 Interpretation

In these Terms:

headings are for convenience only and do not affect interpretation;
references to clauses are to clauses of these Terms;
words in the singular include the plural and vice versa;
references to a “person” include any individual, company, partnership or other legal entity;
“including” and similar words do not limit the generality of any preceding words; and
any obligation not to do something includes an obligation not to allow that thing to be done.

2. THE SERVICE

2.1 Description

Quote M8 is an AI-powered quote generation platform that enables tradespeople and professional service providers to:

create professional quotes using AI technology;
send quotes directly to clients via WhatsApp;
store and manage Pricing Information and Client Information;
track and manage quotes through a web-based dashboard; and
access quote history and analytics.

2.2 Third Party Services

The Service integrates with and relies upon Third Party Services, including:

WhatsApp Business API for sending quotes to clients;
OpenAI/ChatGPT for AI-powered quote generation;
Hostinger for hosting infrastructure; and
Google Analytics for usage analytics.

You acknowledge that:

Third Party Services are governed by their own terms and conditions, which you must comply with;
we have no control over Third Party Services and are not responsible for their availability, functionality, changes, or discontinuation;
disruption to Third Party Services may affect the Service; and
you are responsible for maintaining your own WhatsApp Account and complying with WhatsApp’s terms of service.

2.3 AI-Generated Content

You acknowledge and agree that:

the Service uses artificial intelligence to generate Quotes based on the information you provide;
AI-generated content may contain errors, inaccuracies or omissions;
you are solely responsible for reviewing, verifying and approving all Quotes before sending them to clients;
we make no warranty as to the accuracy, completeness, suitability or legal compliance of any AI-generated Quote;
you must ensure all Quotes comply with applicable laws, regulations and industry standards; and
you bear all risk and liability for Quotes sent to your clients.

3. SUBSCRIPTION AND ACCESS

3.1 Grant of Licence

Subject to your compliance with these Terms and payment of all Fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription Period solely for your internal business purposes in the Territory.

3.2 Trial Period

If you register for a Trial Period:

you will have access to the Professional Plan features for 7 days at no charge;
you must provide valid payment details when registering;
unless you cancel before the Trial Period ends, your subscription will automatically convert to a paid Subscription Plan and you will be charged the applicable Fees;
you may cancel at any time during the Trial Period through your Account settings without charge; and
we reserve the right to refuse or limit Trial Periods, including to prevent abuse (such as multiple accounts or repeated trials).

3.3 Subscription Plans

We offer the following Subscription Plans:

Starter Plan: £9 per month (including VAT)

10 Quotes per calendar month
Access to dashboard and quote management
WhatsApp integration
AI-powered quote generation

Professional Plan: £29 per month (including VAT)

Unlimited Quotes per calendar month
All Starter Plan features
Priority support

3.4 Quote Allowance

If you subscribe to the Starter Plan:

your Quote Allowance resets on the 1st day of each calendar month;
unused Quotes do not roll over to the following month;
if you exceed your Quote Allowance, you will be unable to generate additional Quotes until: (a) the next calendar month begins; or (b) you upgrade to the Professional Plan; and
we will notify you when you approach or reach your Quote Allowance limit.

3.5 Single User

Each subscription is for use by one individual user only. You may not:

share your login credentials with any other person;
allow multiple individuals to access the Service using a single subscription; or
create multiple accounts to circumvent subscription limits or fees.

3.6 Account Security

You are responsible for:

maintaining the confidentiality of your login credentials;
all activity that occurs under your Account;
notifying us immediately if you become aware of any unauthorised access or security breach; and
ensuring your account information and payment details are accurate and up to date.

4. FEES AND PAYMENT

4.1 Subscription Fees

You must pay the Fees for your chosen Subscription Plan in advance. All prices are in pounds sterling and include VAT at the applicable rate.

4.2 Payment Method

You must provide valid payment card details when registering. You authorise us to charge your payment card:

at the end of any Trial Period (if applicable) for your first month’s subscription;
on the same day of each subsequent month for recurring monthly subscriptions; and
for any additional fees or charges arising under these Terms.

4.3 Automatic Renewal

Your subscription will automatically renew on a monthly rolling basis unless you cancel through your Account settings. You must cancel at least 24 hours before your next billing date to avoid being charged for the next month.

4.4 Failed Payments

If any payment fails or your payment method is invalid:

we will notify you and may attempt to process payment again;
we may suspend or terminate your access to the Service in accordance with clause 11; and
you remain liable for all outstanding Fees plus any reasonable costs we incur in collecting payment.

4.5 Fee Changes

We may change our Fees at any time. We will provide you with at least 30 days’ notice by email before any fee increase takes effect. The new Fees will apply from your next billing date after the notice period. If you do not agree to the fee increase, you may cancel your subscription in accordance with clause 16.

4.6 No Refunds

All Fees are non-refundable except as expressly stated in these Terms. We do not provide refunds for:

partial months of service;
unused Quotes in your Quote Allowance;
cancellations (except during the Trial Period or as specified in clauses 4.7 and 8.3); or
your failure to use the Service.

4.7 Refunds for Service Changes

You will be entitled to a pro-rata refund of prepaid Fees only in the following circumstances:

we terminate your subscription for convenience under clause 16.2;
we make material adverse changes to the Service under clause 8.3; or
we terminate due to an intellectual property claim under clause 12.5.

4.8 Taxes

You are responsible for all taxes (other than taxes on our net income) relating to your use of the Service.

5. YOUR RESPONSIBILITIES

5.1 Compliance with Laws

You must:

comply with all applicable laws, regulations and industry standards in your use of the Service;
comply with Data Protection Laws in relation to any Client Information you process using the Service;
ensure you have all necessary rights, consents and authorisations to use the Service and upload Customer Data;
maintain your own WhatsApp Account in good standing and comply with WhatsApp’s terms of service; and
use the Service only for lawful business purposes.

5.2 Acceptable Use

You must comply with our Acceptable Use Policy (available at www.quotem8.ai/acceptable-use). In particular, you must not:

use the Service in any way that violates applicable laws or regulations;
upload or transmit any viruses, malware or malicious code;
attempt to gain unauthorised access to the Service or our systems;
interfere with or disrupt the Service or servers or networks connected to the Service;
use the Service to send spam, unsolicited communications or misleading information;
reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service;
copy, modify, distribute, sell, lease or sublicense the Service;
remove any copyright, trademark or other proprietary notices from the Service;
use the Service to create a competing product or service;
scrape, mine or extract data from the Service using automated means; or
use the Service in any way that could damage our reputation or that of Third Party Services.

5.3 System Requirements

To use the Service, you must have:

a compatible web browser (latest versions of Chrome, Firefox, Safari or Edge);
a stable internet connection;
a WhatsApp Business account; and
a compatible mobile device or desktop computer.

You are responsible for obtaining and maintaining all equipment and services needed to access and use the Service.

5.4 Customer Data Responsibility

You are solely responsible for:

the accuracy, quality, legality and integrity of all Customer Data;
obtaining any necessary consents to upload and process Customer Data (including Client Information);
complying with Data Protection Laws in relation to Customer Data;
backing up Customer Data regularly; and
ensuring Customer Data does not infringe any third party rights.

6. CUSTOMER DATA AND DATA PROTECTION

6.1 Ownership

You retain all rights, title and interest in your Customer Data. We do not claim any ownership rights in your Customer Data.

6.2 Licence to Process

You grant us a non-exclusive, royalty-free licence to use, store, process and transmit Customer Data solely to the extent necessary to provide the Service and perform our obligations under these Terms.

6.3 Data Protection Roles

In relation to Client Information:

you are the data controller;
we are the data processor; and
our processing of Client Information is governed by our Data Processing Addendum available at www.quotem8.ai/dpa.

6.4 Your Data Protection Obligations

You warrant and undertake that:

you have all necessary consents and legal bases to collect and process Client Information;
you have provided appropriate privacy notices to your clients;
you comply with all Data Protection Laws in your processing of Client Information;
you will not use the Service to process any special category data (as defined in UK GDPR) without our prior written consent; and
you indemnify us against any claims, losses or liabilities arising from your breach of Data Protection Laws.

6.5 Data Security

We implement appropriate technical and organisational measures to protect Customer Data, as described in our Data Processing Addendum. However, you acknowledge that no system is completely secure and we cannot guarantee absolute security.

6.6 Data Location

Customer Data is stored and processed in the United Kingdom. We will not transfer Customer Data outside the UK without implementing appropriate safeguards in accordance with Data Protection Laws.

6.7 Backups

While we perform regular backups for business continuity purposes:

you remain responsible for maintaining your own backups of Customer Data;
we do not warrant the recoverability of Customer Data from our backups; and
we are not liable for any loss, corruption or unavailability of Customer Data.

6.8 Prohibited Data

You must not upload or store through the Service:

any illegal, offensive, defamatory or infringing content;
special category personal data (sensitive personal data) without our prior written consent;
credit card numbers, financial account details or payment credentials; or
any data that violates our Acceptable Use Policy.

We reserve the right to remove any prohibited data without notice.

6.9 Data Retention and Deletion

Upon termination or expiry of your subscription:

you will have 30 days to export your Customer Data from the Service;
after 30 days, we will securely delete all Customer Data unless required to retain it by law;
we are not obliged to provide assistance in extracting or transferring data after termination; and
we will have no liability for deletion of Customer Data in accordance with this clause.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Our Intellectual Property

We (and our licensors) own all Intellectual Property Rights in the Service, including:

the Service software, code, algorithms and functionality;
the Service design, interface and user experience;
our trademarks, logos and branding;
any documentation, guides or materials we provide; and
any improvements, modifications or derivative works of the foregoing.

Nothing in these Terms transfers any Intellectual Property Rights in the Service to you.

7.2 Restrictions

Except as expressly permitted in these Terms, you must not:

copy, modify, adapt, translate or create derivative works of the Service;

reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Service;

rent, lease, sell, sublicense, distribute or otherwise transfer rights to the Service;

remove or alter any copyright, trademark or other proprietary notices on or in the Service; or

use the Service to develop a competing product or service.

7.3 Feedback

If you provide us with any suggestions, ideas, feedback or recommendations regarding the Service (“Feedback”):

we may use Feedback without any obligation to you;
you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate Feedback into our products and services; and
you waive any moral rights in the Feedback.

7.4 Third Party Services

Third Party Services are the property of their respective owners and are governed by their own terms and intellectual property rights. We do not grant you any rights in Third Party Services.

8. CHANGES TO SERVICE AND TERMS

8.1 Service Modifications

We may modify, update or discontinue any aspect of the Service at any time, including:

adding, removing or changing features or functionality;
changing technical specifications or system requirements;
updating the AI Services or integration with Third Party Services; and
improving performance, security or user experience.

We will use reasonable efforts to notify you of material changes by email at least 14 days in advance.

8.2 Updates and Maintenance

We may perform maintenance, updates and upgrades to the Service from time to time. We will endeavour to:

schedule maintenance during off-peak hours where practicable;
provide advance notice of scheduled maintenance where reasonably possible; and
minimise disruption to the Service.
You acknowledge that emergency maintenance may be performed without notice.

8.3 Material Adverse Changes

If we make a change to the Service that materially and adversely affects your use of the Service:

we will notify you by email at least 30 days before the change takes effect;
you may terminate your subscription by giving written notice within 14 days of our notification; and
if you terminate for this reason, we will refund a pro-rata portion of any prepaid Fees for the remaining period of the month in which termination occurs.

8.4 Changes to Terms

We may update these Terms from time to time. If we make material changes:

we will notify you by email at least 30 days before the changes take effect;
the updated Terms will be posted on our website with a new “Last updated” date;
your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms; and
if you do not agree to the updated Terms, you must stop using the Service and may cancel your subscription.

9. WARRANTIES

9.1 Our Warranties

We warrant that:

the Service will perform materially in accordance with its description when used in accordance with these Terms under normal use;
we will provide the Service with reasonable care and skill; and
we have the right to grant the licence in clause 3.1.

9.2 Warranty Limitations

The warranties in clause 9.1 do not apply to the extent any issue arises from:

your misuse of the Service or use contrary to these Terms or our instructions;
modifications to the Service not made by us;
your use of the Service with incompatible third party software or systems;
Third Party Services (including WhatsApp or AI Services);
your internet connection or equipment;
your failure to implement updates or fixes we make available;
Force Majeure Events; or
any act or omission by you or any third party.

9.3 No Other Warranties

Except as expressly stated in clause 9.1:

the Service is provided “as is” and “as available”;
we make no warranties, representations or conditions of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
we do not warrant that the Service will be uninterrupted, error-free, secure or free from viruses or other harmful components;
we do not warrant that the Service will meet your specific requirements or that AI-generated Quotes will be accurate or suitable; and
any reliance you place on the Service or AI-generated content is at your own risk.

9.4 Remedy for Breach of Warranty

If we breach the warranty in clause 9.1, provided you notify us in writing within 14 days of becoming aware of the breach, we will (at our option):

use reasonable endeavours to correct the breach within a reasonable time; or
terminate your subscription and refund a pro-rata portion of any prepaid Fees.
This clause 9.4 sets out your sole and exclusive remedy for breach of the warranties in clause 9.1.

10. AVAILABILITY AND SUPPORT

10.1 Service Availability

We aim to make the Service available 24 hours a day, 7 days a week, but we do not guarantee any specific uptime or availability targets. The Service may be unavailable from time to time due to:

scheduled or emergency maintenance;
updates and upgrades;
Third Party Services disruption (including WhatsApp or AI Services);
Force Majeure Events;
or factors beyond our reasonable control.

We will use reasonable efforts to notify you in advance of scheduled maintenance.

10.2 Support

We provide email support to all customers at support@quotem8.ai. We aim to respond to support requests within 2 Business Days, though we do not guarantee any specific response times. Professional Plan customers receive priority support.

10.3 No Professional Services

The Service is software-as-a-service only. We do not provide:

legal, accounting, tax or other professional advice;
quotation drafting or review services;
business consulting or industry-specific guidance;
training or onboarding services (beyond standard documentation); or
customisation or bespoke development.

You are solely responsible for ensuring Quotes meet your business needs and comply with applicable laws and regulations.

11. SUSPENSION

11.1 Right to Suspend

We may immediately suspend your access to the Service (in whole or in part) if:

you breach any material term of these Terms (including the Acceptable Use Policy);
you fail to pay any Fees when due;
we reasonably suspect fraudulent, unlawful or inappropriate use of the Service;
we are required to do so by law or court order;
your use of the Service poses a security risk or threatens the stability or security of our systems; or
your use of the Service creates liability for us or other users.

11.2 Investigation and Reinstatement

If we suspend your access under clause 11.1:

we will investigate the matter and notify you of the outcome within 10 Business Days;
we may require you to remedy any breach before reinstating access;
if we determine you were not in breach, we will reinstate access and refund any Fees paid for the suspension period; and
if we determine you were in breach, we may either reinstate access (subject to conditions) or terminate your subscription under clause 16.3.

11.3 Fees During Suspension

Fees remain payable during any suspension period, except where we determine you were not in breach (in which case clause 11.2 applies).

12. INTELLECTUAL PROPERTY CLAIMS

12.1 Indemnity from Us

We will defend you against any claim brought by a third party alleging that your authorised use of the Service infringes that third party’s Intellectual Property Rights (“IP Claim”), and will indemnify you against any damages, costs and expenses (including reasonable legal fees) finally awarded against you or agreed in settlement by us in relation to such IP Claim.

12.2 Conditions

Our obligations under clause 12.1 are conditional on you:

notifying us promptly in writing of the IP Claim;
giving us sole control over the defence and settlement of the IP Claim (provided we will not settle without your consent if settlement imposes obligations on you); and
providing reasonable assistance to us in defending the IP Claim at our expense.

12.3 Exceptions

We have no liability for any IP Claim arising from:

your use of the Service in breach of these Terms;
your modification of the Service;
your use of the Service in combination with any third party software, data or materials not supplied by us if the infringement would not have occurred without such combination;
Third Party Services; or
AI-generated content created using the Service.

12.4 Remedies

If an IP Claim is made or threatened, we may at our option:

obtain the right for you to continue using the Service;
modify the Service to make it non-infringing without materially reducing functionality; or
replace the Service with non-infringing alternative.

12.5 Termination for IP Claim

If we cannot reasonably achieve any of the remedies in clause 12.4, we may terminate your subscription on written notice. In that case, we will refund a pro-rata portion of any prepaid Fees for the remainder of the month in which termination occurs.

12.6 Sole Remedy

This clause 12 sets out your sole and exclusive remedy for any IP Claim relating to the Service.

13. LIABILITY

13.1 Application of Clause

This clause 13 sets out our entire liability to you in respect of:

any breach of these Terms;
any use or inability to use the Service; and
any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

13.2 Unlimited Liability

Nothing in these Terms excludes or limits our liability for:

death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation;
breach of the implied terms as to title under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
any other liability that cannot be excluded or limited under English law.

13.3 Excluded Losses

Subject to clause 13.2, we will not be liable to you for any:

loss of profits, revenue or anticipated savings;
loss of business, contracts or commercial opportunities;
loss or corruption of data or information;
loss of goodwill or reputation;
loss of use or production;
wasted management time or office resources;
business interruption or downtime; or
any indirect, consequential or special losses,
whether or not such losses were foreseeable or we were advised of their possibility.

13.4 Cap on Liability

Subject to clauses 13.2 and 13.3, our total aggregate liability to you under or in connection with these Terms (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed 125% of the total Fees paid or payable by you in the 12-month period immediately preceding the date on which the claim arose.

For clarity, if you are on a Trial Period or have paid less than 12 months of Fees, the cap is 125% of the Fees actually paid by you at the time the claim arose.

13.5 Third Party Services and AI Content

Without limiting clauses 13.3 and 13.4, we are not liable for:

any failure, interruption, error or unavailability of Third Party Services (including WhatsApp, AI Services or hosting);
any inaccuracies, errors or omissions in AI-generated Quotes or content;
any reliance you place on AI-generated content;
any claims or losses arising from Quotes you send to your clients;
WhatsApp’s suspension or termination of your WhatsApp Account;
changes to Third Party Services that affect the Service; or
your failure to review and verify Quotes before sending them to clients.

13.6 Basis of Bargain

You acknowledge that the Fees reflect the allocation of risk set out in these Terms and that we would not enter into these Terms without the limitations on liability in this clause 13.

13.7 Survival

This clause 13 shall survive termination or expiry of these Terms.

14. YOUR INDEMNITY

14.1 Indemnity from You

You will indemnify, defend and hold harmless us, our affiliates, and our respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising from or relating to:

your breach of these Terms or any applicable laws;
your Customer Data, including any claim that Customer Data infringes third party rights or violates Data Protection Laws;
Quotes you generate and send to your clients using the Service;
your use of Third Party Services (including your WhatsApp Account);
your relationship with your clients;
any claim by your clients or third parties arising from Quotes or services you provide; or
your negligence or wilful misconduct.

14.2 Defence of Claims

If we become aware of a claim for which you must indemnify us, we will:

notify you promptly in writing;
give you sole control over the defence and settlement of the claim (provided you will not settle without our consent if settlement admits liability on our part or imposes obligations on us); and
provide reasonable assistance to you at your expense.

14.3 Survival

This clause 14 shall survive termination or expiry of these Terms.

15. CONFIDENTIALITY

15.1 Confidential Information

“Confidential Information” means all information (in any form) disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) under or in connection with these Terms that:

is marked as confidential;
is by its nature confidential; or
the Receiving Party knows or ought reasonably to know is confidential,
including information about the Disclosing Party’s business, clients, products, services, trade secrets, technical processes, prices, marketing plans and strategies.

15.2 Confidentiality Obligations

The Receiving Party shall:

keep the Disclosing Party’s Confidential Information strictly confidential;
not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent;
only use Confidential Information for the purpose of performing its obligations or exercising its rights under these Terms;
protect Confidential Information using the same degree of care it uses to protect its own confidential information (but no less than reasonable care); and
only disclose Confidential Information to employees, contractors and professional advisers who need to know it and who are bound by confidentiality obligations.

15.3 Exceptions

The obligations in clause 15.2 do not apply to information that:
is or becomes publicly available through no fault of the Receiving Party;
was lawfully in the Receiving Party’s possession before disclosure;
is lawfully obtained by the Receiving Party from a third party without restriction;
is independently developed by the Receiving Party without reference to the Confidential Information; or
must be disclosed by law, court order or regulatory requirement (provided the Receiving Party gives prompt notice to the Disclosing Party where legally permitted).

15.4 Customer Data

We will treat your Customer Data as your Confidential Information and will maintain its confidentiality in accordance with this clause 15 and our Data Processing Addendum.

15.5 Duration

The obligations in this clause 15 shall continue for 5 years after termination or expiry of these Terms.

16. TERM AND TERMINATION

16.1 Term

These Terms commence on the Commencement Date and continue until terminated in accordance with this clause 16.

16.2 Termination for Convenience by Us

We may terminate your subscription for any reason on 30 days’ written notice. If we terminate for convenience, we will refund a pro-rata portion of any prepaid Fees for the remainder of the month following the effective date of termination.

16.3 Termination by Us for Cause

We may terminate your subscription immediately by written notice if:

you commit a material breach of these Terms and fail to remedy it within 10 Business Days of receiving written notice;
you commit a material breach that cannot be remedied;
you fail to pay Fees when due and fail to remedy the non-payment within 10 Business Days of receiving written notice;
you breach the Acceptable Use Policy or clause 5.2 (which is deemed irremediable);
you become insolvent, enter into administration, liquidation or bankruptcy, or make any arrangement with creditors; or
you cease to carry on business.

No refund is payable if we terminate for cause under this clause 16.3.

16.4 Termination by You

You may cancel your subscription at any time through your Account settings. Cancellation will take effect at the end of your current billing period. No refund is payable for the remainder of the current billing period.

16.5 Termination During Trial Period

You may cancel during the Trial Period at any time without charge. If you cancel during the Trial Period, your access will cease immediately and you will not be charged.

16.6 Effect of Termination

On termination or expiry of these Terms for any reason:

your right to access and use the Service immediately ceases;
you must immediately cease all use of the Service;
all licences granted to you under these Terms immediately terminate;
you must pay all outstanding Fees and other amounts due;
we may immediately delete or suspend your Account;
you will have 30 days to export your Customer Data in accordance with clause 6.9; and
after 30 days, we will permanently delete all Customer Data unless required to retain it by law.

16.7 Survival

Termination or expiry of these Terms does not affect:

any accrued rights or liabilities of either party;
any provision of these Terms that is expressly or by implication intended to survive, including clauses 6.9 (Data Deletion), 7 (Intellectual Property Rights), 13 (Liability), 14 (Indemnity), 15 (Confidentiality), 16.6 (Effect of Termination), 16.7 (Survival), and 19 (General).

17. FORCE MAJEURE

We will not be liable for any failure or delay in performing our obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event, provided that we:

notify you of the Force Majeure Event as soon as reasonably practicable;
use reasonable efforts to mitigate the effects of the Force Majeure Event; and
resume performance as soon as reasonably practicable after the Force Majeure Event ceases.

If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate these Terms on written notice without liability (except for payment of any Fees accrued before termination).

18. ANTI-BRIBERY AND MODERN SLAVERY

18.1 Compliance

You warrant that you and anyone acting on your behalf:

comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010;
comply with the Modern Slavery Act 2015 and do not engage in any form of modern slavery or human trafficking;
have not been convicted of any offence involving bribery, corruption, fraud or modern slavery; and
have policies and procedures in place to ensure compliance with the above.

18.2 Breach

Any breach of clause 18.1 is deemed a material breach of these Terms entitling us to terminate immediately under clause 16.3.

19. GENERAL

19.1 Entire Agreement

These Terms (together with the Privacy Policy, Data Processing Addendum and Acceptable Use Policy) constitute the entire agreement between you and us relating to the Service and supersede all prior agreements, arrangements, understandings and representations.

You acknowledge that you have not relied on any statement, representation, warranty or understanding except as expressly set out in these Terms. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

19.2 Variation

No variation of these Terms shall be effective unless in writing and signed by both parties, except that we may update these Terms in accordance with clause 8.4.

19.3 Waiver

No failure or delay by either party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall it prevent or restrict further exercise of that or any other right or remedy.

19.4 Severance

If any provision of these Terms (or part of a provision) is found by any court or authority to be invalid, illegal or unenforceable:

that provision (or part) shall be deemed deleted;
the validity and enforceability of the other provisions of these Terms shall not be affected; and
if deletion substantially changes the commercial balance of these Terms, the parties shall negotiate in good faith to agree a replacement provision.

19.5 Assignment

We may assign, transfer, novate, subcontract or otherwise deal with our rights and obligations under these Terms without your consent, provided we give you written notice.

You may not assign, transfer, novate, charge or otherwise deal with any of your rights or obligations under these Terms without our prior written consent.

19.6 No Partnership

Nothing in these Terms creates, or is intended to create, any partnership, joint venture, agency, employment or fiduciary relationship between you and us. Neither party has authority to bind or represent the other.

19.7 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999, except that any of our affiliates may enforce any provision of these Terms that confers a benefit on them.

19.8 Set-Off

You may not withhold payment of or set off any amounts due to us under these Terms against any amounts you claim we owe you, except as required by law.

19.9 Notices

Any notice under these Terms must be:

in writing in English;
sent by email or by hand or by pre-paid first class post or recorded delivery;
sent to the address specified in these Terms or as otherwise notified in writing by the receiving party.
To the Company: Quote M8 Ltd 3rd Floor, 86-90 Paul Street London, EC2A 4NE Email: legal@quotem8.ai
To you: The email address and postal address you provided when registering your Account.

Notices are deemed received:

if delivered by hand: on signature of a delivery receipt;
if sent by pre-paid first class post or recorded delivery: 2 Business Days after posting;
if sent by email: on the earlier of (a) receipt of a delivery confirmation; or (b) 9am on the next Business Day after sending (provided the sender receives no automated bounce-back or error message).

This clause does not apply to the service of proceedings or other documents in any legal action.

19.10 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures shall have the same force and effect as original signatures.

19.11 Time Limitation on Claims

No action, regardless of form, arising out of these Terms may be brought by you more than one year after the cause of action has accrued.

19.12 Customer References

We may use your business name and logo on our website and marketing materials as a customer reference during the term of your subscription. If you object to this use, you may notify us in writing at any time and we will cease such use within 30 days.

20. GOVERNING LAW AND JURISDICTION

20.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2 Jurisdiction

You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

21. CONTACT US

If you have any questions about these Terms or the Service, please contact us:

By email: hello@quotem8.ai By post: Quote M8 Ltd, 3rd Floor, 86-90 Paul Street, London, EC2A 4NE Company Number: 16690448

ACCEPTANCE

BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE, YOU CONFIRM THAT:

You have read and understood these Terms and Conditions in full;
You agree to be bound by these Terms and Conditions;
You are a business or acting in a business capacity (not a consumer);
You are authorised to enter into these Terms on behalf of your business (if applicable);
You have read and understood our Privacy Policy and Data Processing Addendum;
You acknowledge the limitations on liability in clause 13;
You understand that AI-generated Quotes may contain errors and you are responsible for reviewing them before sending to clients;
You have or will obtain all necessary consents to upload Client Information to the Service; and
You will comply with all applicable laws in your use of the Service.