Terms of Service

Last updated: 19 June 2026

These Terms of Service (the "Terms") govern access to and use of the Klypse private-markets intelligence and access platform, available at klypse-uhnw.com and through any associated applications, interfaces and application programming interfaces. By accepting these Terms, by entering into an Order Form that incorporates them, or by accessing or using the Service, you agree to be bound by these Terms.

These Terms are a binding legal agreement between [Klypse Ltd], a company incorporated in [England and Wales] with company number [Company No.] and registered office at [Registered Office Address] ("Klypse", "we", "us" or "our"), and the customer entity identified on the applicable Order Form ("Customer" or "you").

The Service is provided for professional business use only. It is not intended for, and is not made available to, consumers.

1. Agreement and acceptance

1.1 The contract. The agreement between the parties (the "Agreement") comprises: (a) these Terms; (b) each Order Form executed by or on behalf of the parties; (c) the Acceptable Use Policy; (d) the Privacy Policy; (e) the Data Processing Addendum (the "DPA"); and (f) any other policy or document expressly incorporated by reference. Together these form a single agreement between the parties.

1.2 Order of precedence. If there is any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence applies, from highest to lowest: (a) the body of the relevant Order Form (but only as to the specific subject matter it expressly addresses, and only for that Order); (b) the DPA; (c) these Terms; (d) the Acceptable Use Policy; (e) the Privacy Policy; and (f) any other incorporated document. A printed or electronic standard pre-printed term on a Customer purchase order or similar document does not vary the Agreement and has no effect.

1.3 Business use only. You confirm that you are entering into the Agreement in the course of a business, trade, craft or profession, and that you are not a consumer. The consumer-protection provisions of applicable law do not apply to the Agreement.

1.4 Authority to bind. The individual accepting these Terms or executing an Order Form on your behalf represents and warrants that they have full authority to bind the Customer entity to the Agreement. If that individual lacks such authority, they must not accept these Terms or use the Service.

1.5 Acceptance. Acceptance occurs on the earliest of: (a) execution of an Order Form that incorporates these Terms; (b) your confirmation of acceptance through the Site or the Service; or (c) any access to or use of the Service by you or an Authorised User.

2. Definitions

In the Agreement, unless the context requires otherwise, the following definitions apply.

"Acceptable Use Policy" means the acceptable use policy made available at klypse-uhnw.com or otherwise notified to you, as updated from time to time in accordance with these Terms.

"Authorised User" means an individual who is an employee, partner, officer or independent contractor of the Customer, who is authorised by the Customer to access and use the Service on the Customer's behalf, and for whom a Subscription (seat) has been purchased.

"Confidential Information" has the meaning given in clause 8.

"Customer Data" means data, content and records that the Customer or its Authorised Users input, upload to, or generate within the Service, including the Customer's own notes, annotations, tags, lists, pipeline records and CRM-style records, but excluding the Intelligence and any Klypse Materials.

"Documentation" means the user documentation, specifications and usage guidance for the Service made available by Klypse, as updated from time to time.

"Intelligence" means the data, information, profiles, records, analyses, scores, signals, estimates, suggested approach strategies and other outputs relating to Principals that are compiled, structured, verified, generated or presented by or through the Service, together with the underlying database, in each case excluding Customer Data.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, 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 the confidentiality of confidential information (including know-how and trade secrets), 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.

"Klypse Materials" means the Platform, the software, the Site, the Documentation, the Intelligence and all other materials, technology and content made available by Klypse through or in connection with the Service, excluding Customer Data.

"Order" or "Order Form" means an ordering document, online order, or subscription confirmation executed by or agreed between the parties that references or incorporates these Terms and sets out the Subscription purchased, the number of seats, the fees, the Subscription Term and any other commercial terms.

"Platform" or "Service" means the Klypse private-markets intelligence and access platform, including the Site, the software, the Intelligence, the AI assistant and all related features, tools and interfaces made available to the Customer under the Agreement.

"Principal" means an ultra-high-net-worth individual, or a person connected to such an individual, who is the subject of Intelligence within the Service.

"Privacy Policy" means the Klypse privacy policy made available at klypse-uhnw.com, as updated from time to time.

"Site" means the website at klypse-uhnw.com and any subdomains.

"Subscription" means the right, purchased under an Order, for a specified number of Authorised Users to access and use the Service during the Subscription Term.

"Subscription Term" means the initial term of a Subscription specified in the relevant Order, together with any renewal terms, during which the Customer is entitled to access and use the Service.

References to clauses are to clauses of these Terms. Headings are for convenience only and do not affect interpretation. The words "including", "includes" and "in particular" are illustrative and do not limit the generality of the related words. A reference to legislation includes its subordinate legislation and is to that legislation as amended, extended or re-enacted from time to time.

3. The Service and Subscriptions

3.1 Provision of the Service. Subject to the Customer's compliance with the Agreement and payment of the applicable fees, Klypse will make the Service available to the Customer and its Authorised Users during the Subscription Term in accordance with these Terms and the applicable Order.

3.2 Nature of the Service. The Service compiles, structures, verifies and presents Intelligence on Principals, which may include verified identity, estimated wealth and holdings, corporate interests, professional and family networks, documented relationships, compliance and screening signals, and suggested approach strategies. The Service includes an AI assistant that responds to queries over the Intelligence corpus. The Intelligence is compiled from public and licensed sources and is provided for professional business use. The Intelligence may contain estimates, may be incomplete, and may become out of date.

3.3 Orders. Each Subscription is purchased under an Order. An Order is effective when executed by or agreed between both parties or, for online orders, when confirmed by Klypse. Orders are non-cancellable and fees are non-refundable except as expressly set out in the Agreement or as required by law.

3.4 Scope of access. Access to the Service is limited to the Subscription tier, the number of seats, and any usage parameters or feature scope specified in the relevant Order. The Customer must not exceed the scope of access purchased. Additional seats or expanded scope may be purchased under a further Order or an amendment to an existing Order.

3.5 Beta and early-access features. Klypse may, from time to time, make available features, modules or functionality that are identified as beta, preview, trial, early-access or evaluation features ("Beta Features"). Beta Features are provided "as is" and "as available", are not part of the contracted Service, may be changed or withdrawn at any time, and are excluded from any service warranty and from any service level commitment. The Customer's use of Beta Features is at the Customer's own risk.

3.6 Changes and improvements. Klypse continually develops and improves the Service. Klypse may modify, enhance or update the features and functionality of the Service from time to time, provided that Klypse will not, during a Subscription Term, make a change that materially degrades the core functionality of the Service taken as a whole. Changes that are required for legal, security or licensing reasons may be made at any time.

4. Accounts and Authorised Users

4.1 Named-user (seat) model. The Service is licensed on a named-user (per-seat) basis. Each Authorised User must have an individual account and individual credentials. The number of Authorised Users must not exceed the number of seats purchased under the applicable Order. Accounts and credentials must not be shared between individuals. A seat may be reassigned from one individual to another where the original individual no longer requires access (for example, on leaving the Customer's organisation or changing role).

4.2 Responsibility for Authorised Users. The Customer is responsible for: (a) the acts and omissions of its Authorised Users in connection with the Service as if they were the Customer's own; (b) ensuring that each Authorised User complies with the Agreement, including the Acceptable Use Policy; and (c) all activity occurring under its accounts and credentials.

4.3 Credentials and security. The Customer and its Authorised Users must keep all account credentials confidential and secure, must not disclose them to any third party, and must use reasonable measures to prevent unauthorised access to the Service. The Customer must notify Klypse promptly at [legal@klypse-uhnw.com] on becoming aware of any actual or suspected unauthorised access to or use of the Service, or any compromise of credentials.

4.4 Suspension of individual users. Klypse may suspend an individual Authorised User's access where Klypse reasonably believes that the Authorised User has breached the Agreement or poses a security or legal risk, in accordance with clause 14.

5. Customer obligations and acceptable use

5.1 Acceptable Use Policy. The Customer must, and must ensure that each Authorised User will, comply with the Acceptable Use Policy, which is incorporated into the Agreement by reference.

5.2 Compliance with law. The Customer must use the Service, and must use the Intelligence, in compliance with all laws and regulations applicable to the Customer, including those relating to data protection and privacy, anti-money-laundering, sanctions, anti-bribery and anti-corruption, financial promotion and marketing.

5.3 Lawful and ethical use of Intelligence. The Intelligence concerns identifiable individuals. The Customer must use the Intelligence only for legitimate professional business purposes, in a lawful, fair, proportionate and ethical manner, and consistent with the Documentation. Without limitation, the Customer must not use the Intelligence: (a) for any unlawful, harassing, intimidating, discriminatory or abusive purpose; (b) to make decisions about individuals in a manner prohibited by law; (c) for the purposes of stalking, surveillance, or causing harm to any individual; or (d) for any purpose outside the scope of the professional business use for which the Service is provided.

5.4 Independent controller for downstream use. As between the parties, the Customer determines the purposes and means of its own use of any personal data contained in or derived from the Intelligence once that personal data is used by the Customer for the Customer's own purposes. To that extent the Customer acts as an independent controller and is solely responsible for the lawfulness of its own downstream processing, including establishing a valid lawful basis, providing any required transparency information to data subjects, and honouring data subject rights in respect of the Customer's own processing. The respective roles of the parties in connection with the Service are addressed further in clause 9 and the DPA.

5.5 General restrictions. The Customer must not, and must ensure that its Authorised Users do not: (a) use the Service other than as permitted by the Agreement; (b) permit any person who is not an Authorised User to access or use the Service; (c) interfere with or disrupt the integrity, security or performance of the Service; (d) introduce any malicious code; or (e) use the Service to build, train or populate any product, dataset or service that competes with the Service. Further restrictions relating to the Klypse Materials are set out in clause 7.

6. Fees, billing, taxes, renewal and price changes

6.1 Fees. The Customer must pay the fees set out in each Order. Unless the Order states otherwise, fees are charged [annually in advance] for the Subscription Term.

6.2 Invoicing and payment. Klypse will invoice the fees in accordance with the relevant Order. Unless the Order states otherwise, the Customer must pay each undisputed invoice within [30 days] of the date of invoice, in the currency stated in the Order, in cleared funds and without set-off, counterclaim or deduction except as required by law.

6.3 Late payment. Without prejudice to its other rights and remedies, if the Customer fails to pay any undisputed sum by its due date, Klypse may: (a) charge interest on the overdue amount at the rate of [4%] per annum above the base rate of [the Bank of England] from time to time, accruing daily from the due date until payment, whether before or after judgment; and (b) suspend access to the Service in accordance with clause 14 where the overdue amount remains unpaid [14 days] after written notice.

6.4 Taxes. All fees are exclusive of value added tax and any other applicable sales, use or similar taxes, which the Customer must pay in addition at the applicable rate. If the Customer is required by law to withhold or deduct any taxes from a payment, the Customer must increase the sum payable so that, after the withholding or deduction, Klypse receives the amount it would have received had no withholding or deduction been required.

6.5 Renewal. Unless an Order states otherwise, each Subscription will renew automatically for successive periods equal to the initial Subscription Term, unless either party gives written notice of non-renewal at least [60 days] before the end of the then-current Subscription Term.

6.6 Price changes. Klypse may change the fees with effect from the start of any renewal term by giving the Customer at least [60 days] written notice before the end of the then-current Subscription Term. If the Customer does not agree to a fee increase, the Customer may elect not to renew in accordance with clause 6.5. Fees for the initial Subscription Term, and for any renewal term that has already commenced, will not be increased during that term.

7. Intellectual property

7.1 Klypse Materials. As between the parties, Klypse and its licensors own all right, title and interest, including all Intellectual Property Rights, in and to the Klypse Materials, including the Platform, the software, the Site, the Documentation and the Intelligence. The Intelligence and its underlying database constitute a database in which Klypse owns the database rights and other Intellectual Property Rights. Nothing in the Agreement transfers ownership of any Klypse Materials to the Customer.

7.2 Licence to the Customer. Subject to the Customer's compliance with the Agreement and payment of the applicable fees, Klypse grants the Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to: (a) access and use the Service through its Authorised Users; and (b) use the Intelligence and other outputs of the Service internally for the Customer's own legitimate professional business purposes. This licence is for the Customer's internal business use only.

7.3 Restrictions on the Intelligence and the Service. Except as expressly permitted by the Agreement or by law that cannot be excluded, the Customer must not, and must ensure that its Authorised Users do not: (a) resell, sublicense, distribute, publish, broadcast or otherwise make available the Intelligence or any substantial part of it to any third party; (b) extract, re-utilise, scrape, harvest, copy or systematically retrieve the Intelligence or any substantial part of it, or repeatedly extract or re-utilise insubstantial parts in a way that conflicts with normal use of the database or unreasonably prejudices Klypse's legitimate interests; (c) use the Intelligence or the Service to create, train, populate or improve any database, product or service that competes with the Service; (d) reverse engineer, decompile or disassemble any part of the software, or attempt to derive its source code, except to the extent such restriction is prohibited by law; (e) remove, obscure or alter any proprietary notices; or (f) use the Klypse Materials other than as expressly permitted.

7.4 Customer Data. As between the parties, the Customer owns all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data. The Customer grants Klypse a non-exclusive, worldwide, royalty-free licence to host, copy, store, transmit, process and display the Customer Data to the extent necessary to provide, secure, maintain and improve the Service and to perform its obligations under the Agreement, and as otherwise permitted by the DPA. The Customer is responsible for the accuracy, quality and legality of the Customer Data and for the means by which it acquired the Customer Data.

7.5 Feedback. If the Customer or any Authorised User provides Klypse with any suggestions, comments or other feedback relating to the Service ("Feedback"), the Customer grants Klypse a perpetual, irrevocable, worldwide, royalty-free, fully paid-up and transferable licence to use and exploit the Feedback for any purpose, including to develop and improve the Service, without obligation or restriction of any kind. Feedback is provided voluntarily and Klypse is under no obligation to keep it confidential.

7.6 Aggregated and anonymised data. Klypse may collect and use technical and usage data relating to the operation of the Service, and may compile statistical and other information in aggregated and anonymised form that does not identify the Customer, any Authorised User or any individual, for the purposes of operating, securing, analysing and improving the Service. Klypse owns such aggregated and anonymised data.

8. Customer Data and confidentiality

8.1 Confidential Information. "Confidential Information" means any information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party"), whether before or after the date of acceptance, that is marked or identified as confidential or that ought reasonably to be regarded as confidential given its nature and the circumstances of disclosure. The Customer Data is the Customer's Confidential Information. The Klypse Materials, including the Intelligence and the non-public elements of the Platform, and Klypse's pricing, are Klypse's Confidential Information. The terms of the Agreement and each Order are the Confidential Information of both parties.

8.2 Obligations. The Receiving Party must: (a) keep the Disclosing Party's Confidential Information confidential and use it only for the purposes of performing or exercising its rights under the Agreement; (b) not disclose it to any third party except to its personnel, professional advisers and subcontractors who need to know it for those purposes and who are bound by obligations of confidentiality no less protective than those in this clause; and (c) protect it using at least the same degree of care it uses for its own confidential information of a similar nature, and in any event no less than a reasonable degree of care.

8.3 Exclusions. The obligations in clause 8.2 do not apply to information that: (a) is or becomes publicly available other than through breach of the Agreement; (b) was lawfully in the Receiving Party's possession before disclosure without an obligation of confidence; (c) is lawfully obtained from a third party without an obligation of confidence; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

8.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation or a court or regulator of competent jurisdiction, provided that, where lawful and practicable, it gives the Disclosing Party reasonable prior notice and reasonable assistance to seek protective measures.

8.5 Survival. This clause 8 survives termination or expiry of the Agreement for so long as the relevant information remains confidential.

9. Data protection

9.1 Compliance. Each party will comply with the data protection laws applicable to it in connection with the Agreement.

9.2 Privacy Policy and DPA. The processing of personal data in connection with the Service is governed by the Privacy Policy and the DPA, each of which is incorporated into the Agreement by reference. To the extent of any conflict between the DPA and the rest of these Terms in respect of the processing of personal data, the DPA prevails.

9.3 Roles of the parties. The parties acknowledge that, at a high level: (a) in respect of Customer Data that contains personal data and that Klypse processes on the Customer's behalf to provide the Service, Klypse acts as a processor and the Customer acts as a controller, and the DPA applies; and (b) in respect of the compilation, structuring, verification and provision of the Intelligence, and in respect of the Customer's own downstream use of personal data for the Customer's own purposes, each party acts as an independent controller and is responsible for its own compliance, as further described in clause 5.4 and the DPA. The specific roles, instructions, security measures, sub-processing arrangements and international transfer mechanisms are set out in the DPA.

10. AI features and accuracy

10.1 Decision support only. The Service includes AI-enabled features, including the AI assistant, which respond to queries over the Intelligence. These features are provided as decision-support tools only. They do not make decisions for the Customer and are not a substitute for the Customer's own judgement, due diligence and verification.

10.2 Possible inaccuracy. Outputs of the AI features, and the Intelligence generally, may be inaccurate, incomplete, out of date or unsuitable for a particular purpose, may include estimates, and may reflect limitations of the underlying sources and models. The Customer must not rely on any output of the Service without independent verification appropriate to the intended use.

10.3 Not professional advice. The Service, the Intelligence and the AI features do not constitute and must not be relied upon as financial, investment, legal, tax, accounting or other professional advice, and do not constitute a recommendation, solicitation or inducement to enter into any transaction. The Customer is solely responsible for any decision it takes based on its use of the Service.

10.4 Disclaimer cross-reference. The Customer's use of the AI features and the Intelligence is subject to the disclaimer made available at klypse-uhnw.com (the "Disclaimer"), which is incorporated into the Agreement by reference, and to the warranties and limitations in clauses 11 and 13.

11. Warranties and disclaimers

11.1 Service warranty. Klypse warrants that it will provide the Service with reasonable skill and care and that, during the Subscription Term, the Service will perform substantially in accordance with the Documentation in all material respects. As the Customer's sole and exclusive remedy, and Klypse's entire liability, for breach of this warranty, Klypse will use reasonable endeavours to correct the non-conformity, and if Klypse is unable to do so within a reasonable period, the Customer may terminate the affected Subscription and Klypse will refund the fees pre-paid for the unused portion of the Subscription Term for the affected part of the Service.

11.2 Warranty exclusions. The warranty in clause 11.1 does not apply to any non-conformity caused by: (a) use of the Service other than in accordance with the Agreement or the Documentation; (b) Customer Data or any third-party data, service or system; (c) Beta Features; or (d) modifications not made or authorised by Klypse.

11.3 "As is" for Intelligence and otherwise. Except for the express warranty in clause 11.1, and to the fullest extent permitted by law, the Service and the Intelligence are provided "as is" and "as available". In particular, and without limiting the foregoing, Klypse does not warrant or represent that: (a) the Intelligence is accurate, complete, current or fit for any particular purpose; (b) the Service will be uninterrupted, timely, secure or error-free; or (c) any defect will be corrected.

11.4 Disclaimer of implied terms. To the fullest extent permitted by law, all warranties, conditions, representations and other terms implied by statute, common law or otherwise, including any implied terms as to satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement, are excluded from the Agreement.

11.5 Customer responsibility. The Customer is responsible for determining whether the Service and the Intelligence are appropriate for its intended use, for verifying outputs before relying on them, and for its compliance with clause 5.

12. Indemnities

12.1 Customer indemnity. The Customer will indemnify and hold harmless Klypse, its affiliates and their respective officers, employees and agents from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer's or any Authorised User's use of the Service or the Intelligence in breach of the Agreement or in violation of any law; (b) any use of personal data by the Customer in its capacity as an independent controller, including any downstream use of the Intelligence; (c) the Customer Data, including any claim that the Customer Data infringes the rights of, or has caused harm to, a third party; and (d) any breach by the Customer of clauses 5 or 7.

12.2 Klypse IP indemnity. [Subject to the limitations in clause 13, Klypse will indemnify the Customer against any award of damages finally awarded against the Customer by a court of competent jurisdiction, or any settlement agreed by Klypse in writing, to the extent arising from a third-party claim that the Customer's use of the Service in accordance with the Agreement infringes that third party's Intellectual Property Rights, provided that the Customer promptly notifies Klypse of the claim, gives Klypse sole control of the defence and settlement, and provides reasonable assistance. This indemnity does not apply to any claim arising from: (a) the Customer Data; (b) use of the Service in breach of the Agreement; (c) combination of the Service with anything not provided by Klypse; or (d) Beta Features or modifications not made by Klypse.]

12.3 Conduct of claims. A party seeking indemnification must: (a) promptly notify the other of the relevant claim; (b) not make any admission of liability or settlement without the indemnifying party's prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation in the defence of the claim at the indemnifying party's expense.

13. Limitation of liability

13.1 Liabilities not excluded. Nothing in the Agreement excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited; and, in the case of the Customer, (d) the Customer's payment obligations and its liability under the indemnities in clause 12.

13.2 Excluded losses. Subject to clause 13.1, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of business or business opportunity; (e) loss of goodwill or reputation; (f) loss, corruption or unavailability of data (save, in respect of Klypse, for its obligations under the DPA); or (g) any indirect, special or consequential loss, in each case whether or not foreseeable and even if the party has been advised of the possibility of such loss.

13.3 Aggregate cap. Subject to clauses 13.1 and 13.2, the total aggregate liability of each party arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed [the total fees paid or payable by the Customer under the relevant Order in the 12 months immediately preceding the event giving rise to the claim].

13.4 Reliance and verification. The Customer acknowledges that the limitations and exclusions in this clause 13 reflect the nature of the Service as a decision-support tool, the fact that the Intelligence may contain estimates and may be incomplete or out of date, and the Customer's responsibility to verify outputs independently before relying on them in accordance with clauses 10 and 11.

13.5 Allocation of risk. The parties agree that the limitations and exclusions in this clause 13 are reasonable having regard to the fees and the allocation of risk between the parties.

14. Term, suspension and termination

14.1 Term. The Agreement begins on acceptance in accordance with clause 1.5 and continues for so long as any Subscription is in effect, unless terminated earlier in accordance with this clause 14. Each Subscription continues for its Subscription Term and renews in accordance with clause 6.5.

14.2 Suspension. Klypse may suspend the Customer's or any Authorised User's access to all or part of the Service, on notice where practicable, if: (a) Klypse reasonably believes that the Service is being used in breach of the Agreement (including the Acceptable Use Policy) or in violation of law; (b) the Customer's use poses a security, legal or reputational risk to Klypse, the Service or any third party; (c) any undisputed fee is overdue and remains unpaid as described in clause 6.3; or (d) suspension is required to comply with law or the direction of a regulator. Klypse will limit any suspension in scope and duration to the extent reasonably practicable and will restore access promptly once the cause is resolved.

14.3 Termination for cause. Either party may terminate the Agreement, or any affected Order, with immediate effect by written notice if the other party: (a) commits a material breach of the Agreement which is irremediable or, if remediable, which it fails to remedy within [30 days] of written notice requiring it to do so; or (b) is subject to an insolvency event, including becoming unable to pay its debts as they fall due, entering into administration, liquidation, receivership or a composition with creditors, or anything analogous occurring in any jurisdiction.

14.4 Effect of termination. On termination or expiry of the Agreement or the relevant Order: (a) all licences granted under the Agreement (or, for an Order, under that Order) terminate and the Customer and its Authorised Users must cease all access to and use of the Service and the Intelligence; (b) the Customer must pay all fees accrued and outstanding as at the effective date of termination; (c) each party must, on request, return or destroy the other party's Confidential Information in its possession or control, subject to any legal retention requirements; and (d) Klypse will, in accordance with the DPA, make Customer Data available for export for a limited period and thereafter delete or return Customer Data as set out in the DPA.

14.5 Survival. Termination or expiry does not affect any rights, remedies, obligations or liabilities accrued as at the date of termination or expiry. Clauses which by their nature should survive, including clauses 1.3, 2, 5.4, 7, 8, 9, 10, 11, 12, 13, 14.4, 14.5, 17 and 18, survive termination or expiry.

15. Force majeure

15.1 Neither party will be in breach of the Agreement, nor liable for any failure or delay in performing its obligations (other than an obligation to pay money), to the extent that the failure or delay is caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil disorder, governmental or regulatory action, failure of utilities or telecommunications networks, or failure of a third-party hosting or infrastructure provider (a "Force Majeure Event").

15.2 The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than [60 consecutive days], either party may terminate the affected Order by written notice.

16. Changes to the Service and to these Terms

16.1 Changes to the Service. Changes to the Service are governed by clause 3.6.

16.2 Changes to these Terms and policies. Klypse may update these Terms, the Acceptable Use Policy, the Privacy Policy, the Disclaimer and the other incorporated policies from time to time. For changes that are not material, Klypse may make the updated version available on the Site. For changes that materially and adversely affect the Customer's rights or obligations, Klypse will give the Customer at least [30 days] prior notice (by email or through the Service) before the change takes effect, and the change will take effect at the start of the next renewal term, or on the stated effective date, whichever the notice specifies. Changes required for legal, regulatory or security reasons may take effect on shorter notice where necessary. The Customer's continued use of the Service after the effective date constitutes acceptance of the updated terms. If the Customer does not accept a material change, its sole remedy is to elect not to renew in accordance with clause 6.5, or, where the change takes effect during a Subscription Term and materially and adversely affects the Customer, to terminate the affected Subscription on written notice given before the change takes effect.

16.3 Order amendments. Commercial terms set out in an Order may be varied only by a further Order or written amendment signed or agreed by both parties.

17. Governing law and jurisdiction

17.1 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation, are governed by and construed in accordance with the law of England and Wales.

17.2 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement, its subject matter or formation.

17.3 US customers. Where agreed in writing between the parties, a customer established in the United States may contract under an Order Form or addendum that specifies the governing law and exclusive forum of a US state, in which case that governing law and forum apply to that Order in place of clauses 17.1 and 17.2.

17.4 Non-excludable rights. Nothing in this clause 17 or in the Agreement limits or excludes any statutory rights or protections that apply to the Customer and that cannot lawfully be excluded or restricted, or deprives the Customer of the protection of mandatory provisions of the law that would otherwise apply.

18. General

18.1 Assignment. The Customer may not assign, transfer, charge, subcontract or otherwise deal in any of its rights or obligations under the Agreement without Klypse's prior written consent. Klypse may assign or transfer the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, on written notice to the Customer.

18.2 Subcontracting. Klypse may engage subcontractors and sub-processors to perform its obligations, provided that Klypse remains responsible for their performance. Sub-processing of personal data is governed by the DPA.

18.3 No partnership or agency. Nothing in the Agreement creates any partnership, joint venture, agency, fiduciary or employment relationship between the parties. Neither party has authority to bind the other.

18.4 Third-party rights. Except as expressly stated in the Agreement, a person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The affiliates and personnel referred to in clause 12.1 may enforce the indemnity in that clause, subject to the provisions of the Agreement, but the parties may rescind or vary the Agreement without their consent.

18.5 Notices. Notices under the Agreement must be in writing. Notices to Klypse must be sent to [legal@klypse-uhnw.com] (with general correspondence to [hello@klypse-uhnw.com]) and, where a postal address is required, to the registered office at [Registered Office Address]. Notices to the Customer may be sent to the contact details specified in the Order or held in the Customer's account. Notices sent by email are deemed received on the next business day after sending, provided no delivery failure is received. This clause does not apply to the service of legal proceedings.

18.6 Waiver. No failure or delay by a party to exercise any right or remedy is a waiver of that or any other right or remedy. A waiver is effective only if in writing and applies only to the circumstances for which it is given.

18.7 Severance. If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision will be deemed deleted. Any modification or deletion of a provision under this clause does not affect the validity and enforceability of the rest of the Agreement.

18.8 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and representations, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any statement, representation or warranty that is not set out in the Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

18.9 Survival. The provisions identified in clause 14.5, and any other provision that by its nature is intended to survive, continue in force after termination or expiry of the Agreement.

18.10 Counterparts and electronic acceptance. An Order may be executed in counterparts, each of which is an original and all of which together constitute one instrument. The parties agree that acceptance of these Terms and execution of an Order may be effected electronically, including by electronic signature or by clicking to accept, and that such acceptance is binding.

18.11 Contact. Questions about these Terms may be sent to [legal@klypse-uhnw.com]. General enquiries may be sent to [hello@klypse-uhnw.com]. The Service is operated by [Klypse Ltd], incorporated in [England and Wales], company number [Company No.], registered office [Registered Office Address], website klypse-uhnw.com.