Terms of Service

2. Account Registration and Eligibility

2.1 Eligibility Requirements

To register for and use the Service, you represent, warrant, and covenant that:

• You are at least 18 years of age and have the legal capacity to enter into binding contracts
• You are acting on behalf of a legitimate business entity or organisation with authority to bind such entity to these Terms
• You are not located in, or a resident or national of, any country subject to UK or EU sanctions
• You are not prohibited from using the Service under any applicable law, regulation, or court order
• All registration information you provide is accurate, current, and complete, and you will maintain and update such information to keep it accurate and current

2.2 Business-to-Business Service

Due Agent is designed exclusively for business-to-business (B2B) commercial use. You agree that:

• You will use the Service only for lawful business purposes related to invoice management and debt collection
• You will not use the Service for personal, consumer, or household purposes
• You will comply with all applicable laws and regulations, including but not limited to data protection laws, consumer credit regulations, debt collection laws, and anti-money laundering legislation

2.3 Account Security and Responsibilities

You are responsible for:

• Maintaining the strict confidentiality of your account credentials, including usernames, passwords, API keys, and authentication tokens
• Implementing appropriate security measures to prevent unauthorised access to your account, including enabling multi-factor authentication where available
• All activities that occur under your account, whether authorised by you or not
• Notifying us immediately at security@dueagent.com of any unauthorised access, security breach, or suspected compromise of your account
• Ensuring that all users within your organisation comply with these Terms

We reserve the right to suspend or terminate any account that we reasonably believe has been compromised or is being used in violation of these Terms.

2.4 Account Verification

We reserve the right to verify your identity and business credentials at any time. You agree to provide any requested documentation or information to facilitate such verification. Failure to provide requested verification may result in suspension or termination of your account.

3. Service Description and Acceptable Use

3.1 Core Service Features

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service, which includes:

• Automated invoice chasing and payment reminder communications sent to your debtors via email
• AI-powered communication generation using Google Vertex AI to create professional, contextually appropriate debt collection messages
• Integration with third-party accounting platforms including Xero and QuickBooks to synchronise invoice and payment data
• Comprehensive invoice tracking and payment status monitoring with real-time updates
• Detailed analytics and reporting on payment patterns, collection rates, and debtor behaviour
• Customisable email templates and communication schedules tailored to your business requirements
• Escalation workflows for overdue accounts with configurable reminder sequences
• Dashboard interface for managing clients, invoices, and collection activities

3.2 Service Limitations

You acknowledge and agree that:

• The Service is a software-as-a-service tool to assist with invoice management and debt collection activities, and does not constitute legal, financial, or professional advice
• We do not act as your agent, representative, or debt collection agency, and you retain full responsibility for all collection activities undertaken using the Service
• AI-generated communications may require review and customisation to ensure appropriateness for your specific circumstances
• The Service does not guarantee payment collection or recovery of outstanding debts
• Third-party integrations (e.g., Xero, QuickBooks) are subject to the availability and terms of those third-party services

3.3 Acceptable Use Policy

You agree not to use the Service to:

• Engage in any illegal, fraudulent, or deceptive activity, including harassment, threats, or intimidation of debtors
• Send communications that violate consumer protection laws, debt collection regulations, or anti-spam legislation (including UK GDPR, PECR, CAN-SPAM Act)
• Collect debts on behalf of third parties without appropriate licences or authorisations
• Pursue debts that are statute-barred, disputed, or otherwise unenforceable
• Upload, transmit, or distribute any viruses, malware, harmful code, or malicious software
• Attempt to gain unauthorised access to the Service, other users' accounts, or our systems
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service
• Remove, obscure, or alter any proprietary notices, trademarks, or branding from the Service
• Use the Service to send unsolicited marketing communications or spam
• Interfere with or disrupt the integrity or performance of the Service or underlying infrastructure
• Use automated means (bots, scrapers) to access the Service except through our documented APIs
• Rent, lease, sublicense, distribute, or otherwise transfer your access rights to third parties
• Use the Service in any manner that could damage our reputation or bring us into disrepute

3.4 Legal Compliance for Invoice Communications

Due Agent provides automated invoice reminder and payment chasing services for business-to-business (B2B) commercial invoices. This is not a regulated debt collection service. You are solely responsible for ensuring that your use of the Service complies with all applicable laws, including but not limited to:

• Data Protection Act 2018 and UK GDPR requirements
• Privacy and Electronic Communications Regulations (PECR) 2003
• Late Payment of Commercial Debts (Interest) Act 1998
• General contract law regarding payment terms
• Any applicable commercial law in your jurisdiction

Important: Due Agent is designed for B2B invoice reminders only. If you are collecting consumer debts arising from credit agreements, you may require FCA authorisation. Please consult qualified legal counsel if you are unsure whether your activities constitute regulated debt collection.

3.5 Email Sending Policy and Anti-Spam Compliance

As a core function of the Service, we send email communications on your behalf to your business debtors. You acknowledge and agree to the following email sending requirements:

3.5.1 Legitimate Email Recipients

You warrant that:

• All email addresses you provide are for business debtors with whom you have an existing commercial relationship (legitimate interest)
• You have a lawful basis under GDPR and UK GDPR to contact each recipient regarding outstanding invoices
• You will not upload purchased, rented, scraped, or harvested email lists
• You will promptly remove any contacts who request to stop receiving communications

3.5.2 Email Content Standards

All emails sent through the Service must:

• Accurately identify the sender (your business) and include valid contact information
• Contain accurate subject lines that reflect the email content
• Include a working unsubscribe mechanism processed within 10 business days
• Comply with all applicable anti-spam legislation (CAN-SPAM, PECR, CASL)
• Not contain false, misleading, deceptive, or threatening content

3.5.3 Bounce and Complaint Handling

We implement industry-standard email hygiene practices:

• Hard bounces: Email addresses that permanently fail are automatically suppressed and will not receive further communications
• Soft bounces: Temporary delivery failures are retried, then suppressed if unsuccessful
• Spam complaints: Recipients who mark emails as spam are immediately and permanently suppressed from all future communications
• Unsubscribe requests: Honoured within 10 business days and added to a permanent suppression list

3.5.4 List Hygiene Requirements

You are responsible for:

• Maintaining accurate and up-to-date contact information for your debtors
• Removing contacts who have paid their invoices in full
• Responding promptly to any delivery issues or complaints we report to you
• Not re-adding suppressed email addresses to your contact lists

3.5.5 Abuse Monitoring and Enforcement

We actively monitor email sending patterns for signs of abuse, including:

• Unusually high bounce rates (indicative of poor list quality)
• Spam complaint rates exceeding industry thresholds (0.1%)
• Patterns consistent with unsolicited bulk email
• Attempts to circumvent suppression lists or send to removed contacts

Violations of this Email Sending Policy may result in immediate suspension or termination of your account in accordance with Section 10.3, without refund. We reserve the right to report serious violations to relevant authorities.

4. Service Level Agreement and Availability

4.1 Service Availability Commitment

We aim to provide reliable Service availability. Subject to the exclusions set out below, we target 99.9% uptime calculated monthly (the "Service Level Target"). Uptime is measured as the percentage of time during which the core Service functionality is available and accessible.

4.2 Scheduled Maintenance

We reserve the right to perform scheduled maintenance, which may result in temporary Service interruptions. We will:

• Provide at least 48 hours' advance notice of scheduled maintenance via email or in-app notification, except in cases of emergency maintenance
• Endeavour to schedule maintenance during periods of low usage
• Complete scheduled maintenance as quickly as reasonably practicable, typically within a 4-hour window

4.3 Service Exclusions

The Service Level Target does not apply to Service unavailability caused by:

• Scheduled maintenance performed in accordance with section 4.2
• Emergency maintenance required to address security vulnerabilities or critical issues
• Factors outside our reasonable control, including force majeure events, internet service provider failures, or distributed denial-of-service attacks
• Failures or interruptions in third-party services (e.g., Xero, QuickBooks, Google Vertex AI)
• Your equipment, software, network connectivity, or internet connection
• Your breach of these Terms or misuse of the Service
• Actions or inactions by you or your authorised users

4.4 No Guarantee

Whilst we strive to meet the Service Level Target, we do not guarantee uninterrupted, timely, secure, or error-free access to the Service. The Service is provided on an "as is" and "as available" basis. We may suspend, withdraw, discontinue, or modify the Service at any time without liability, subject to providing reasonable notice where practicable.

5. Subscription, Payment Terms, and Billing

5.1 Subscription Plans and Pricing

We offer various subscription tiers with different feature sets, usage limits, and pricing structures. Current subscription plans, pricing, and feature comparisons are available on our website at dueagent.com/pricing and within your account settings. All prices are stated exclusive of Value Added Tax (VAT) or other applicable taxes unless expressly stated otherwise.

5.2 Billing and Payment

You agree that:

• Subscription fees are billed in advance on a monthly or annual basis (as selected by you) at the beginning of each Subscription Period
• All fees are due immediately upon invoicing and must be paid within the payment terms specified (typically payment is processed automatically at the time of billing)
• Payment processing is handled by our third-party payment processor, Stripe, in accordance with their terms of service
• You authorise us (and our payment processor) to charge your designated payment method automatically for all applicable fees, including recurring subscription fees, overage charges, and applicable taxes
• You will provide and maintain accurate, current, and complete billing information, including valid payment method details
• You will promptly update your payment information if it changes or expires to avoid Service interruption

5.3 Failed Payments and Suspension

If a payment fails or is declined:

• We will attempt to process the payment up to three times over a 7-day period
• We will notify you via email of the failed payment and provide instructions for updating your payment method
• Your account may be suspended or downgraded to a free tier (if available) if payment is not received within 14 days of the due date
• Suspended accounts retain data for 30 days, after which data may be permanently deleted in accordance with our data retention policies
• You remain liable for any unpaid fees plus reasonable collection costs and legal fees

5.4 Price Changes

We reserve the right to modify our pricing and subscription plans at any time. However:

• We will provide at least 30 days' advance written notice via email of any price increases affecting your current subscription
• Price changes will take effect at the start of your next Subscription Period following the notice period
• Your continued use of the Service after the price change takes effect constitutes acceptance of the new pricing
• If you do not agree to a price increase, you may cancel your subscription before the new pricing takes effect

5.5 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including VAT, sales tax, use tax, or withholding tax (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases, except for taxes based on our net income. If we are required to collect or pay Taxes, they will be invoiced to you and you agree to pay such amounts unless you provide us with a valid tax exemption certificate.

5.6 Cancellation, Downgrade, and Refunds

You may cancel or downgrade your subscription at any time:

• Cancellations and downgrades can be initiated from your account settings or by contacting support
• Cancellations take effect at the end of your current Subscription Period; you will retain access to paid features until that date
• No refunds or credits will be provided for partial Subscription Periods, unused features, or unused months in annual subscriptions
• Exception: UK and EU consumers may be entitled to a refund if cancelling within 14 days of initial purchase (see section 13 for consumer rights)
• Upon cancellation, you are responsible for exporting any Client Data you wish to retain before your access terminates

5.7 Free Trials and Promotional Offers

We may offer free trials or promotional pricing for new subscriptions. Unless you cancel before the trial period ends, you will be automatically enrolled in a paid subscription and charged the then-current subscription fee. Free trials and promotional offers are limited to one per customer and may not be combined with other offers unless expressly stated. We reserve the right to modify or terminate free trials and promotional offers at any time.

6. Intellectual Property Rights

6.1 Our Intellectual Property

The Service and all components thereof, including but not limited to software, source code, object code, algorithms, user interfaces, designs, graphics, logos, trademarks, service marks, trade names, domain names, documentation, and all associated Intellectual Property Rights (collectively, "Our IP"), are and shall remain the exclusive property of OPTFLOW AI LIMITED and our licensors.

Our IP is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of the United Kingdom, the European Union, and international treaties. No rights or licences are granted to you except as expressly set forth in these Terms.

The limited licence granted under section 3.1 does not permit you to, and you agree not to:

• Copy, modify, adapt, translate, or create derivative works based on the Service
• Reverse engineer, decompile, disassemble, or attempt to discover source code or algorithms
• Remove, alter, or obscure any proprietary notices or labels on or within the Service
• Use our trademarks, logos, or branding without prior written consent
• Frame, mirror, or create links to the Service in a manner that suggests endorsement or association

6.2 Your Content and Data

You retain all ownership rights in your Client Data. However, by uploading, submitting, or otherwise making Client Data available through the Service, you grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to access, use, process, copy, transmit, store, and display your Client Data solely to the extent necessary to:

• Provide, maintain, and improve the Service
• Generate AI-powered communications on your behalf
• Comply with legal obligations and enforce these Terms
• Create anonymised, aggregated data for analytical and statistical purposes

6.3 Feedback and Suggestions

If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you hereby assign to us all rights, title, and interest in such Feedback, and we may use, disclose, and exploit such Feedback without restriction or compensation to you. You waive any moral rights you may have in such Feedback.

6.4 Third-Party Materials

The Service may include or link to third-party software, content, or materials. Such third-party materials are provided subject to their own licences and terms, and we make no representations or warranties regarding such materials.

7. Data Protection, Privacy, and Data Processing

7.1 Data Protection Compliance

We are committed to protecting personal data and complying with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), the Data Protection Act 2018, and the UK General Data Protection Regulation ("UK GDPR") (collectively, "Data Protection Laws").

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

7.2 Data Controller and Processor Roles

For the purposes of Data Protection Laws:

• We act as the Controller with respect to your account information and usage data
• You act as the Controller and we act as your Processor with respect to Client Data containing personal data of your customers/debtors
• Our data processing activities as Processor are governed by our Data Processing Agreement (DPA), which forms part of these Terms

7.3 Data Processing Agreement

Where we process personal data on your behalf, the following data processing terms apply:

• Scope and Purpose: We will process personal data only in accordance with your documented instructions and solely for the purpose of providing the Service
• Confidentiality: We ensure that persons authorised to process personal data are bound by confidentiality obligations
• Security: We implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including encryption, access controls, and regular security assessments
• Sub-Processors: We may engage sub-processors (listed in our Privacy Policy) to assist in providing the Service. All sub-processors are bound by written agreements imposing substantially the same data protection obligations as these Terms
• Data Subject Rights: We will assist you in responding to requests from data subjects exercising their rights under Data Protection Laws
• Data Breach Notification: We will notify you without undue delay upon becoming aware of a personal data breach affecting your Client Data
• Data Location: All personal data is processed and stored exclusively within the European Union (United Kingdom and EU regions) unless you provide written consent for alternative storage locations
• Deletion and Return: Upon termination, we will delete or return all personal data as instructed by you, subject to legal retention requirements
• Audit Rights: You may conduct audits or inspections to verify our compliance with these data processing terms, subject to reasonable notice and confidentiality

7.4 Your Data Protection Obligations

As a Controller of Client Data, you represent and warrant that:

• You have obtained all necessary consents, provided all required notices, and have a valid legal basis for processing personal data and for instructing us to process such data on your behalf
• Your use of the Service complies with all applicable Data Protection Laws
• You have implemented appropriate security measures for any personal data you collect
• You will respond promptly to data subject access requests and other rights requests
• You will not cause us to violate any Data Protection Laws through your instructions or use of the Service

7.5 International Data Transfers

To the extent that we transfer personal data outside the UK or European Economic Area (EEA), we ensure that such transfers are protected by appropriate safeguards, including Standard Contractual Clauses approved by the European Commission and/or the UK International Data Transfer Agreement, and compliance with the EU-US Data Privacy Framework (where applicable). Details of our international transfer mechanisms are available in our Privacy Policy.

8. Warranties, Disclaimers, and Limitation of Liability

8.1 Service Warranty

We warrant that the Service will be provided with reasonable care and skill and will substantially conform to the description set out in these Terms. If we fail to meet this warranty, we will use reasonable endeavours to correct the non-conformance or, if correction is not commercially reasonable, provide you with a workaround.

8.2 Disclaimers

Except as expressly stated in section 8.1, and to the maximum extent permitted by applicable law:

• The Service is provided on an "as is" and "as available" basis without warranties or representations of any kind, whether express, implied, statutory, or otherwise
• We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and accuracy
• 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 defects will be corrected
• We make no representations or warranties regarding the accuracy, completeness, or reliability of AI-generated content, and you are responsible for reviewing and verifying all communications before sending
• We are not responsible for third-party services (including Xero, QuickBooks, Google Vertex AI, AWS, or Stripe) or their availability, functionality, or data handling practices

8.3 Limitation of Liability

Subject to section 8.5, and to the maximum extent permitted by applicable law:

• 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 the greater of: (a) the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim; or (b) £1,000 (one thousand pounds sterling)
• We shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, loss of goodwill, or business interruption, whether foreseeable or not
• We shall not be liable for any loss or damage arising from your failure to comply with these Terms, your misuse of the Service, or your failure to implement appropriate security measures
• We shall not be liable for any loss or damage caused by third-party services, integrations, or infrastructure beyond our reasonable control
• We shall not be liable for any loss or damage arising from your failure to backup your data or export Client Data before termination

8.4 Time Limitation for Claims

Any claim arising under these Terms must be brought within 24 months of the date on which the cause of action arose, or within such longer period as may be required by applicable law. Claims not brought within this period are permanently barred.

8.5 Exceptions to Limitations

Nothing in these Terms shall exclude or limit our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Breach of the implied terms under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982
• Wilful misconduct or gross negligence
• Any liability which cannot be excluded or limited under applicable law

8.6 UK and EU Consumer Rights

If you are a consumer (as defined by applicable consumer protection legislation), nothing in these Terms affects your statutory rights under the Consumer Rights Act 2015 (UK), Consumer Contracts Regulations 2013, or equivalent EU consumer protection laws. For B2B users, sections 8.2 through 8.4 apply to the fullest extent permitted by law.

9. Indemnification

9.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless OPTFLOW AI LIMITED, its affiliates, officers, directors, employees, agents, contractors, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable solicitors' fees and costs) arising out of or relating to:

• Your access to or use of the Service
• Your Client Data or any content you submit, upload, or transmit through the Service
• Your breach or alleged breach of these Terms
• Your violation of any applicable law, regulation, or third-party right
• Your debt collection activities, communications with debtors, or enforcement actions taken using the Service
• Any claim that your Client Data or use of the Service infringes, misappropriates, or violates any Intellectual Property Rights or other rights of any third party
• Your negligence, wilful misconduct, or fraud (excluding any contributory negligence on our part)
• Any action or omission by any user accessing the Service through your account

9.2 Indemnification Procedure

The Indemnified Parties will:

• Promptly notify you in writing of any claim subject to indemnification
• Give you sole control of the defence and settlement of such claim (provided that you may not settle any claim without our prior written consent if such settlement would admit liability on our part or impose obligations on us)
• Provide reasonable cooperation in the defence at your expense

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

10. Term, Termination, and Suspension

10.1 Term

These Terms commence when you first access or use the Service and continue until terminated in accordance with this section 10.

10.2 Termination by You

You may terminate your account at any time:

• By cancelling your subscription through your account settings
• By submitting a termination request to support@dueagent.com
• Termination will be effective at the end of your current Subscription Period, and you will retain access until that date
• For UK and EU consumers: You may exercise your right to cancel within 14 days of initial purchase (see section 13.4)

10.3 Termination by Us for Cause

We may immediately suspend or terminate your account and access to the Service, with or without notice, if we reasonably believe that:

• You have materially breached these Terms, including the Acceptable Use Policy
• You have failed to pay fees when due, and such failure continues for 14 days after notice
• Your use of the Service poses a security risk, violates applicable laws, or exposes us to legal liability
• You have engaged in fraudulent, illegal, or abusive behaviour, including harassment of debtors or violation of debt collection laws
• You have exceeded usage limits or abused the Service in a manner that degrades performance
• Your account has been inactive for more than 12 consecutive months

10.4 Termination by Us for Convenience

We may terminate these Terms and discontinue the Service (or any part thereof) at any time for any reason by providing you with at least 90 days' prior written notice. In such event, we will provide a pro-rata refund of any prepaid fees for the unused portion of your Subscription Period.

10.5 Effect of Termination

Upon termination or expiration of these Terms:

• Your licence to access and use the Service will immediately cease
• You must immediately cease all use of the Service and any associated materials
• All outstanding fees and charges become immediately due and payable
• You will have 30 days to export your Client Data from the Service, after which we may delete all your data in accordance with our data retention policies
• Sections that by their nature should survive termination (including sections 6, 7, 8, 9, 11, 13, 14, and 15) will continue in effect
• Termination does not relieve you of any obligations incurred prior to termination
• No refunds will be provided except as expressly stated in sections 5.6 or 10.4

10.6 Suspension

We may suspend your access to the Service (without terminating these Terms) if we reasonably believe suspension is necessary to prevent harm, comply with legal obligations, or investigate potential violations of these Terms. We will endeavour to provide advance notice of suspension where practicable, and will lift the suspension once the issue is resolved. Suspension does not excuse you from paying fees.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, extreme weather conditions, epidemics, or pandemics
• War, terrorism, civil unrest, riots, or acts of government authorities
• Labour disputes, strikes, or lockouts
• Failures or interruptions in telecommunications, internet, cloud services, or other infrastructure beyond our control
• Cyberattacks, including distributed denial-of-service attacks, not caused by our negligence
• Failures of third-party service providers (e.g., AWS, Google Cloud, Xero, QuickBooks) to provide contracted services

The affected party must promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its effects. If a force majeure event continues for more than 60 consecutive days, either party may terminate these Terms upon written notice without liability (except for payment obligations accrued prior to termination).

12. Changes to These Terms

12.1 Modification Rights

We reserve the right to modify these Terms at any time to reflect changes in our Service, legal or regulatory requirements, or business practices. When we make material changes to these Terms:

• We will update the "Last Updated" date at the top of this page
• We will provide you with at least 30 days' advance notice via email to the address associated with your account
• We will provide a summary of the material changes in the notification
• The updated Terms will be posted on our website at dueagent.com/terms

12.2 Acceptance of Changes

Your continued access to or use of the Service after the effective date of the updated Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must discontinue use of the Service and cancel your subscription before the effective date.

12.3 Immaterial Changes

We may make minor, non-material changes to these Terms (such as correcting typographical errors or clarifying existing provisions) without prior notice. Such changes will be effective immediately upon posting.

13. UK and EU Consumer Protection Rights

13.1 Application to Consumers

This section applies if you are a "consumer" as defined under the Consumer Rights Act 2015 (UK) or equivalent EU consumer protection legislation (i.e., you are an individual acting for purposes that are wholly or mainly outside your trade, business, craft, or profession).

Important Note: Due Agent is primarily designed for B2B commercial use. If you are using the Service for business purposes, you may not qualify as a consumer, and the protections in this section may not apply.

13.2 Statutory Rights

If you are a consumer, nothing in these Terms affects your statutory rights under applicable consumer protection laws, including:

• Consumer Rights Act 2015 (UK): Your right to receive digital content and services that are of satisfactory quality, fit for purpose, and as described
• Reasonable Care and Skill: Services must be performed with reasonable care and skill
• Information Requirements: You have the right to clear and transparent information about the Service before and after purchase
• Fair Contract Terms: Contract terms must be fair and not create a significant imbalance in rights and obligations to your detriment
• Redress for Defective Services: If the Service is faulty, you may be entitled to a repeat performance, price reduction, or refund

13.3 Cooling-Off Period (Distance Contracts)

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and equivalent EU Directive 2011/83/EU on consumer rights, if you are a consumer purchasing the Service online (a "distance contract"), you have the right to cancel your subscription within 14 calendar days without giving any reason (the "cooling-off period").

The cooling-off period begins:

• On the day you enter into the contract (i.e., when you complete your subscription purchase)
• If we have not provided the required information about the right to cancel, the cooling-off period may be extended

13.4 How to Exercise the Right to Cancel

To exercise your right to cancel, you must inform us of your decision to cancel by a clear statement (e.g., email to support@dueagent.com or using the cancellation function in your account settings). You may use the model cancellation form below, but it is not obligatory:

13.5 Effects of Cancellation

If you cancel your subscription within the cooling-off period:

• We will reimburse all payments received from you, including any applicable VAT, without undue delay and in any event within 14 days from the day we receive your cancellation notice
• We will make the reimbursement using the same payment method you used for the initial transaction, unless you expressly agree otherwise
• You will not incur any fees as a result of the reimbursement
• Exception: If you have requested that we begin providing the Service during the cooling-off period, you must pay us an amount proportionate to the services provided up to the time you cancel

13.6 Alternative Dispute Resolution (ADR)

If you are a consumer and are not satisfied with how we have handled any complaint, you may be able to refer your complaint to an alternative dispute resolution body. For more information about ADR, please contact us or visit the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

13.7 No Detriment to Consumer Rights

Where any provision of these Terms would be unenforceable, invalid, or contrary to consumer protection laws when applied to consumers, that provision shall not apply to consumers, and the remaining provisions shall continue in full force and effect.

14. Governing Law and Dispute Resolution

14.1 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 laws of England and Wales.

14.2 Jurisdiction for Business Users

If you are using the Service for business purposes (i.e., you are not a consumer), you 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.

14.3 Jurisdiction for Consumers

If you are a consumer, you may bring legal proceedings in respect of these Terms in either:

• The courts of England and Wales, or
• The courts of the country within the UK or EU where you are resident

If we wish to enforce these Terms against you as a consumer, we may only do so in the courts of the country within the UK or EU where you are resident.

14.4 Informal Dispute Resolution

Before initiating any formal legal proceedings, we encourage you to contact us at legal@dueagent.com to attempt to resolve any disputes informally. We are committed to working with you in good faith to reach an amicable resolution.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Service, constitute the entire agreement between you and OPTFLOW AI LIMITED concerning your use of the Service and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from these Terms. In either case, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

15.3 Waiver

No waiver by us of any breach of these Terms shall be deemed a waiver of any subsequent breach of the same or any other provision. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorised representative of OPTFLOW AI LIMITED.

15.4 Assignment and Transfer

You may not assign, transfer, sublicense, or delegate any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment or transfer in violation of this provision shall be null and void.

We may freely assign, transfer, or delegate our rights and obligations under these Terms, in whole or in part, without notice or your consent, including in connection with a merger, acquisition, corporate reorganisation, or sale of assets.

15.5 Third-Party Beneficiaries

Except as expressly stated otherwise, these Terms do not confer any rights or remedies upon any person other than you and us. No third party shall have the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.

15.6 Relationship of Parties

Nothing in these Terms shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between you and OPTFLOW AI LIMITED. You have no authority to bind us or make commitments on our behalf.

15.7 Notices

All notices, requests, and other communications under these Terms must be in writing and shall be deemed to have been duly given:

• To you: when sent to the email address associated with your account, or when posted to your account dashboard
• To us: when sent to legal@dueagent.com and confirmed as received

You are responsible for ensuring that your email address is current and that you check your email regularly for notices.

15.8 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.

15.9 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to sections 6 (Intellectual Property Rights), 7 (Data Protection), 8 (Warranties and Liability), 9 (Indemnification), 11 (Force Majeure), 13 (Consumer Rights), 14 (Governing Law), and 15 (General Provisions).

16. Contact Information

If you have questions, concerns, or requests regarding these Terms, please contact us using the information below:

We aim to respond to all enquiries within 2 business days. For urgent matters, please clearly mark your correspondence as "URGENT" in the subject line.