Version 1.01

Effective Date: The date shown on your Order Form or the date of first access to the Software, whichever is earlier.

These Terms & Conditions (“Agreement”) govern your (“Client”, “you”, “your”) subscription to and use of the Post trade repository, Risk Management and reporting tool and related services (“Software”) provided by Qualia Technologies LTD (“Company”, “we,” “us,” or “our”).

By signing an Order Form, selecting a payment method (including ‘Pay by Bank Transfer’ or ‘Pay via Payment Link’) and proceeding with your subscription checkout, or by clicking ‘I Agree,’ ‘Confirm Purchase,’ or similar button during the online subscription process, and/or by accessing or using the Software, you agree to be bound by this Agreement.

1. What You Get – Products & Scope

1.1 You get access only to the Software modules, features, and services you specifically purchase, as listed on your Order Form (including subscription tier, number of users, and term).

1.2 Anything not listed on your Order Form (including bespoke development, consultancy, training, or add-ons) is not included.

1.3 You may request add-ons or additional modules at any time by signing a new Order Form.

1.4 Immediate Access & Client Setup: Upon the Effective Date and successful completion of your subscription (including payment verification), your access to the Software will be immediately live. You acknowledge that any initial configuration, data import, or connection to your internal systems required for your specific use of the Software are your responsibility following initial login, and will be performed by you using the Software’s built-in tools or as guided by our documentation.

2. Term & Renewal

2.1 Initial Term: As specified in your Order Form, starting on the Effective Date.

2.2 Automatic Renewal: At the end of the Initial Term, the subscription automatically renews for periods equal to the Initial Term, unless either party gives at least 30 days’ written notice before the renewal date.

2.3 Continued Use: If you continue to access or use the Software after the end of the subscription term without signing a new Order Form, the subscription shall automatically renew on the same terms for a further period equal to the Initial Term.

2.4 Termination for Convenience: Outside the renewal notice period, early termination is not permitted except as otherwise set out below.

3. Fees & Payment

3.1 Fees: As specified in your Order Form; all fees are exclusive of VAT and other applicable taxes.

3.1.1 Price Adjustments: We may increase or decrease the license fees at the end of any subscription term (including automatic renewals) to reflect changes in our general pricing, inflation (such as CPI), or increased costs of providing the Software. We will notify you of any price change at least 30 days before the renewal date, and the new price will apply from the start of the next renewal term.

3.2 Payment: Due immediately on receipt of invoice; we may invoice in advance for subscription terms.

3.3 Late Payment: If payment is more than 14 days overdue (after we send written notice), we may suspend or terminate access. We may also charge interest on overdue sums at 4% per annum above the Bank of England base rate, accruing daily.

3.4 No Refunds: Fees are non-refundable except as required by law or if expressly stated in this Agreement.

4. Hosting & Service Levels

4.1 Hosting: We host the Software on Microsoft Azure for security, scalability, and reliability.

4.2 Uptime: We aim for a Software uptime of 99.9%.

4.3 SLA Credit: If uptime falls below the 99.9% level, you’re entitled to a credit equal to two times (2×) the pro-rata license fee for downtime. Downtime is measured over each calendar month. Downtime does not include (i) planned maintenance (with at least 48 hours’ notice); (ii) issues or outages caused by your own systems, networks, devices, internet access, or third-party services outside our control; or (iii) force majeure events. This is your exclusive remedy for SLA breaches.

5. Client Responsibilities

5.1 Use the Software only:

• For your own internal business operations;
• In line with documentation and any use limits in your Order Form.

5.2 Do not:

• Copy, reverse engineer, or decompile the Software;
• Provide access to third parties (except authorised users);
• Use the Software unlawfully or to infringe anyone’s rights;
• Attempt to overload or disrupt the functionality, performance, or integrity of the Software or its underlying infrastructure.

5.3 Keep your account credentials secure and notify us of unauthorised use.

6. Termination

6.1 For Breach: Either party can terminate immediately by written notice if the other materially breaches and (if fixable) fails to cure within 14 days of notice.

6.2 For Non-Payment: We may terminate or suspend if you don’t pay within 14 days of our notice.

6.3 Effect of Termination:

• Your right to access the Software ends;
• You remain liable for unpaid fees up to termination;
• You may export your data within 60 days; after that we may delete it.

7. Data Protection & Security

7.1 Roles: For Personal Data that you upload to or generate within the Software (“Client Data”), you are the Data Controller, and we are the Data Processor, as defined under UK GDPR (and where applicable, EU GDPR).

7.2 Data Processing Agreement (DPA): Our detailed obligations as a Data Processor for Client Data are set out in the Data Processing Agreement (the “DPA”), which is incorporated into this Agreement by reference and available here: https://www.qualiatrading.ai/legal/dpa. By accepting this Agreement, you also agree to the terms of the DPA.

7.3 Our Privacy Policy: For personal data where we act as a Data Controller (e.g., your contact information, account login details, and usage data related to your subscription and use of our website or client portal), our data handling practices are described in our Privacy Policy, available here: https://www.qualiatrading.ai/legal/privacypolicy.

7.4 Processing Scope: We will process Client Data solely to provide and support the Software, strictly in accordance with your documented lawful instructions and the DPA.

7.5 Security Measures: We implement and maintain appropriate technical and organisational security measures to protect Client Data. These measures include leveraging secure cloud infrastructure (Microsoft Azure), encryption, access controls, and limiting access to authorised staff. Further details regarding our security posture are provided in the DPA.

7.6 Data Breaches: We will notify you of any material personal data breaches concerning Client Data as required by law and the DPA.

8. Intellectual Property

8.1 We own all rights in the Software and related materials.

8.2 You own your data.

8.3 This Agreement gives you a limited, non-exclusive, non-transferable right to use the Software as per your Order Form.

9. Support & Maintenance

9.1 Included: Standard support (9 AM–5 PM UK time, weekdays excluding bank holidays) by email and and ticketing system unless otherwise agreed in your Order Form.

9.2 Not Included: On-site support, custom work, training, or extended hours support, unless listed on your Order Form.

10. Updates & Improvements

10.1 We may update or improve the Software (including security updates).

10.2 New optional modules or major add-ons are not included unless purchased on a new Order Form.

11. Liability

11.1 Cap: Our total liability (contract, tort, etc.) in the 12-month period immediately preceding the claim is capped at the total fees you paid in that period, up to £500,000.

11.2 Exclusions: Nothing limits liability for death, personal injury caused by negligence, or fraud.

11.3 We’re not liable for:

• Loss of profits, revenue, or business;
• Indirect or consequential loss;
• Data loss if caused by your actions or failure to export data on time.

12. Indemnification

12.1 Client Indemnity. You shall defend, indemnify, and hold harmless Qualia Technologies LTD, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Software in a manner not authorized by this Agreement; (b) your breach of any term or condition of this Agreement; or (c) any third-party claim arising from your Client Data (including but not limited to any claim that Client Data infringes the intellectual property rights of a third party or violates applicable law).

12.2 Company Indemnity. We shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any third-party claim that the Software, as provided by us and used by you in accordance with this Agreement, directly infringes any valid patent, copyright, trademark, or trade secret of a third party. Our obligations under this Section are contingent upon you (a) promptly notifying us in writing of the claim, (b) granting us sole control of the defense and settlement of the claim, and (c) providing us with all reasonable assistance, information, and authority required for the defense and settlement. This indemnity shall not apply if the alleged infringement arises from (i) modifications to the Software by anyone other than us; (ii) use of the Software in combination with hardware or software not provided or approved by us; or (iii) your continued use of the Software after being notified of the alleged infringement or after being provided with modifications that would have avoided the infringement.

13. Data Export & Deletion

13.1 You may export your data anytime using built-in tools or API.

13.2 After termination, you have up to 60 days to export data before we delete it from our systems.

14. Disputes

14.1 Try to resolve disputes first by senior-level good-faith discussions.

14.2 If unresolved, disputes will be finally settled by arbitration in London under LCIA rules; the language of the arbitration shall be English.

14.3 Courts of England & Wales have exclusive jurisdiction for matters not resolved by arbitration.

15. General

15.1 Entire Agreement: This Agreement together with your Order Form is the whole contract.

15.2 Changes: Must be in writing and signed by authorised representatives of both parties, which may include confirmation by email.

15.3 Notices: By email to the addresses specified in the Order Form. Notices are deemed received on the next business day after sending.

15.4 Severability: Invalid terms don’t affect the rest.

15.5 Law: England & Wales law applies.

15.6 Force Majeure: Neither party will be liable for any delay or failure to perform obligations under this Agreement due to circumstances beyond their reasonable control (including natural disasters, acts of God, war, terrorism, civil commotion, Internet outages or delays, government action, or similar events). If a Force Majeure event continues for a period exceeding sixty (60) consecutive days, either party may terminate this Agreement immediately upon written notice without further liability, except for payment obligations for services rendered prior to termination.

15.7 Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

16. Confidentiality

16.1 Definition. ‘Confidential Information’ means any non-public information disclosed by one party (the ‘Disclosing Party’) to the other party (the ‘Receiving Party’) that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer data (excluding Client Data governed by the DPA), technical information, software code, and marketing strategies.

16.2 Obligations. The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement; (b) not disclose such Confidential Information to any third party, except as expressly permitted herein; and (c) protect the confidentiality of such information with at least the same degree of care as it uses to protect its own similar confidential information, but in no event less than reasonable care.

16.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

16.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or a court order, provided that it promptly notifies the Disclosing Party (to the extent legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

17. Warranties and Disclaimers

17.1 Company Warranties. We warrant that: (a) we have the right and authority to enter into this Agreement and to grant the rights herein; (b) the Software will perform substantially in accordance with the documentation provided by us; and (c) the services provided under this Agreement will be performed in a professional and workmanlike manner.

17.2 Client Warranties. You warrant that: (a) you have the full power and authority to enter into this Agreement; (b) your Client Data and your use of the Software will comply with all applicable laws and regulations; and (c) you will not use the Software in a manner that infringes the rights of any third party.

17.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 17.1, THE SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE.’ TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY.