Service Contract

This Service Contract is entered into between: Varsuite Media Group Ltd, trading as Varsuite, a company registered in England and Wales under company number 14243978, whose registered office is at Mentor House, Ainsworth Street, Blackburn, England, BB1 6AY, referred to in this Service Contract as "Varsuite", "we", "us" or "our"; and the person or organisation identified on the relevant account, Quote, proposal, order form or Statement of Work, referred to as "the Client", "you" or "your".

1. Service details

The specific Services covered by this Service Contract are those shown on your Varsuite account and in any accepted Quote, proposal, order form or Statement of Work. The service record should identify, where applicable:

ITEM                                   DETAILS

Client                                 As shown on your account

Service                                As shown on your account or Quote

Start date                             As shown on your account or Quote

Build fee                              As shown on your account or Quote

Recurring fee                          As shown on your account or Quote

Billing frequency                      Monthly, annual or as otherwise stated

Initial term                           As shown on your account or Quote

Notice period                          As shown on your account or Quote

Care Plan                              As shown on your account or Quote

Service level                          As set out in the applicable SLA

Special conditions                     As shown on your account or Quote

2. Documents forming the agreement

This Service Contract forms part of the agreement between you and Varsuite. The complete agreement may include: 1. An accepted Quote, proposal, order form or Statement of Work. 2. This Service Contract. 3. The Varsuite Terms of Service. 4. The Varsuite Service Level Agreement, where applicable. 5. The Varsuite Data Processing Addendum, where applicable. 6. The Varsuite Privacy Policy and Acceptable Use Policy. 7. Any other written terms expressly agreed by both parties. Where documents conflict, the following order of priority applies: 1. A signed or expressly accepted Quote or Statement of Work, but only in relation to the specific Service it covers. 2. The Data Processing Addendum for matters concerning the processing of personal data.

3. The Service Level Agreement for service availability and support targets. 4. This Service Contract. 5. The general Terms of Service. 6. Any Client purchase order or standard terms. Your own purchase order or supplier terms do not apply unless Varsuite expressly accepts them in writing.

3. Services covered

Depending on the Service selected, Varsuite may provide:

• Brochure, marketing and content websites.
• E-commerce websites, online stores and product catalogues.
• Website hosting, monitoring, maintenance and support.
• Web applications, portals, dashboards and custom software.
• Stripe integrations and other payment gateway integrations.
• CRM, accounting, stock, booking, email and third-party system integrations.
• Business automation and workflow development.
• AI agents and AI-assisted business systems.
• Search engine optimisation, including technical SEO and content optimisation.
• Answer engine and AI search optimisation.
• Digital marketing, content production and campaign management.
• Email marketing and marketing automation.
• Social media content, scheduling and publishing.
• Analytics, reporting and conversion tracking.
• Code scanning, security monitoring and testing.
• Domains, SSL certificates and related technical services.
• Training, consultancy and ongoing management. Only the Services expressly listed on your account or in the applicable Quote are included. Anything not expressly included is outside scope.

4. How Varsuite delivers the Services

Varsuite is an AI-accelerated digital production company. We may use artificial intelligence, automation tools, software agents, templates, reusable components, third- party platforms, contractors and human specialists to design, develop, test, maintain and deliver the Services. AI technologies may be used to assist with:

• Research and discovery.
• Website and software design.
• Code generation and testing.
• Copywriting and content production.
• Image and media production.
• SEO research and optimisation.
• Data processing and classification.
• Marketing campaigns.
• Customer service and business automation.
• Security and quality checks.
• Reporting and analysis. Varsuite does not undertake a line by line human review of all AI-generated code, content or output. The use of AI does not change our obligation to perform the Services with reasonable skill and care. We may replace a tool, model, hosting provider or technical component with a reasonably equivalent alternative where necessary to maintain, improve or secure the Service.

5. Scope and specifications

The scope of each Service is defined by the relevant Quote, proposal, service description, account record or Statement of Work. The scope may include:

• Deliverables.
• Features and functionality.
• Design requirements.
• Integrations.
• Content requirements.
• Hosting arrangements.
• Testing requirements.
• Delivery stages.
• Client dependencies.
• Fees and payment milestones.
• Support and maintenance arrangements.
• Assumptions and exclusions. We are not required to provide work, functionality, content, integrations or support that is not reasonably described within the agreed scope.

Descriptions, demonstrations, mock-ups and discussions provided before acceptance are illustrative unless expressly incorporated into the agreed scope.

6. Estimates and delivery dates

Any delivery date, preview date, completion estimate or project timetable is provided in good faith but is not guaranteed unless the Quote expressly identifies it as a binding deadline. Delivery may be affected by:

• Changes to scope.
• Delayed feedback or approval.
• Missing content, data or access.
• Third-party platform availability.
• Technical discoveries.
• Security concerns.
• Changes to APIs or external services.
• Events outside our reasonable control. Where a Client dependency causes delay, Varsuite may revise the delivery timetable without liability.

7. Client dependencies

You must provide the information, materials, access and decisions that Varsuite reasonably needs to deliver the Service. This may include:

• Branding, logos, images and design guidance.
• Website copy and product information.
• Prices, delivery rules, tax settings and refund policies.
• Domain, hosting and DNS access.
• Stripe, payment gateway or banking configuration.
• CRM, email, advertising and social media access.
• API keys and integration credentials.
• Privacy notices and legal policies.
• Test data and sample records.
• Timely feedback and approval.
• A nominated decision-maker. You must ensure that all information you provide is accurate, complete, lawful and suitable for the intended purpose.

Varsuite is not responsible for delays, defects, inaccuracies or losses caused by incorrect, incomplete, outdated or late information supplied by you.

8. Client content and legal responsibility

You confirm that you own, license or otherwise have permission to use all content, data and materials you provide to us. This includes:

• Text.
• Logos.
• Photographs.
• Videos.
• Fonts.
• Product information.
• Customer data.
• Mailing lists.
• Testimonials.
• Reviews.
• Software.
• Documents.
• Trademarks.
• Instructions and claims. You are responsible for ensuring that your content and business activities comply with applicable laws, industry requirements, advertising standards and third-party platform rules. Unless specifically included in the Service, Varsuite does not provide legal, financial, tax, medical, regulatory or compliance advice. You must independently review any legal policies, commercial claims, prices, offers, guarantees, regulated statements or sector-specific content before publication. Where you ask Varsuite to process personal data of children, including images, you warrant that you hold the necessary lawful basis and, where required, parental or guardian consent, that you have provided the required privacy information, and that our processing on your instruction is lawful. You will tell us before any such processing begins so that appropriate measures can be agreed. Where you invite other people to a meeting with Varsuite, you are responsible for informing them that the meeting may be recorded and transcribed, and for obtaining any consent required in their jurisdiction.

Where a Service is AI-assisted, the Client additionally warrants that it has all rights, permissions, notices and lawful bases necessary to provide data, content and personal data to that Service and to any AI provider used to deliver it, and that doing so does not breach any contractual, confidentiality, privacy, employment, intellectual property or regulatory obligation owed to a third party. The Client will not submit data to an AI-assisted Service where it is subject to a restriction on processing by artificial intelligence or by a third-party provider.

9. Change requests and additional work

A request is a change request where it:

• Adds new functionality.
• Changes an approved requirement.
• Requires a substantial redesign.
• Adds a new website, store, application, campaign or integration.
• Requires migration from an additional system.
• Changes an agreed data structure or workflow.
• Requires material rework to completed work.
• Falls outside the fair usage limits of a Care Plan.
• Results from information not disclosed during scoping. Varsuite will explain where a request falls outside scope. Additional work may require:
• A revised Quote.
• An additional fee.
• A revised delivery date.
• A separate Care Plan.
• A new Statement of Work. We will not charge for additional work without your agreement, except where emergency work is reasonably required to protect the security or integrity of a Service and immediate action is necessary.

10. Fair usage for unlimited changes

Where a Care Plan or service description includes unlimited changes, this means unlimited fair and reasonable requests within the existing nature and scope of the Service. Unlimited changes do not include:

• A complete rebuild.
• A new website or application.
• A new brand identity.
• Net-new complex functionality.
• A new integration.
• Large-scale data entry or product population.
• Continuous same-day work.
• Work requiring dedicated full-time resources.
• Repeated reversal of previously approved changes.
• Changes caused by another supplier altering the Service.
• Work that would reasonably constitute a separate project. Varsuite may queue and prioritise requests according to urgency, complexity, available capacity and security impact. Where usage becomes excessive or materially different from the original Service, we may propose a revised plan or separate Quote.

11. Review, User Acceptance Testing and acceptance

Varsuite may provide prototypes, staging websites, test environments, previews, draft content or demonstrations for your review. You must test and review the Deliverables before approving them. Due to the Services being delivered using AI- accelerated methods, Varsuite does not undertake line by line human reviews of all generated code, content or output, and your own testing is the primary verification step before a Deliverable goes into live use. You are responsible for testing the Deliverables against your own business requirements, data, processes and regulatory obligations, including the accuracy of calculations, prices, tax treatment, content, permissions and any automated behaviour. Approval may be given through:

• Your Varsuite account.
• Email.
• A support ticket.
• A project management platform.
• Written confirmation.
• Payment of an approval invoice.
• Instructing us to publish or deploy the Deliverables. Approval confirms that you have carried out that testing, that the Deliverables materially meet the agreed scope, and that they may be published, deployed or put into use. Where you publish, deploy or use a Deliverable without testing it, you accept it in the state supplied. Unless otherwise stated in the Quote, you must provide specific written objections within 10 business days of receiving a completed Deliverable for review.

This 10-business-day period is the User Acceptance Testing Period for the relevant Deliverable. If you do not provide approval or specific objections within that period, the Deliverable may be treated as accepted. General statements such as "I do not like it" are not sufficient to reject a Deliverable where it materially meets the agreed scope. Any objection must identify the requirement that has not been met.

12. Defect correction

For 14 days following acceptance, Varsuite will use reasonable efforts to correct any reproducible material defect that causes a Deliverable not to conform to the agreed scope. Defect correction does not include:

• New features or enhancements.
• Changes of preference.
• Changes to previously approved work.
• Issues caused by Client content.
• Issues caused by third-party systems.
• Changes made by the Client or another supplier.
• Unsupported browsers, devices or software.
• Problems caused by misuse.
• Issues caused by changes to an external API or platform.
• Work outside the agreed specification. After the initial defect correction period, support requires an active Care Plan or will be separately chargeable.

13. Dormant and delayed projects

Where a project cannot progress because you have not provided required information, access, approval or feedback, Varsuite may place the project on hold. If there is no meaningful response for 14 days, we may:

• Remove the project from active production.
• Revise the delivery timetable.
• Invoice completed work and committed costs.
• Require payment before restarting.
• Apply a reasonable restart or re-scoping fee. If a project remains dormant for 60 days or more, Varsuite may close the project on written notice. Any deposit, milestone payment or fee relating to work already performed or capacity already reserved remains payable.

14. Hosting and Care Plans

Hosting, monitoring, updates and ongoing support are only included where your account shows an active Care Plan or hosting Service. The applicable Service Level Agreement sets out:

• Availability targets.
• Support arrangements.
• Maintenance exclusions.
• Monitoring.
• Backups.
• Security provisions.
• Events excluded from service measurements. Any availability target applies only to hosting directly provided or managed by Varsuite and does not apply to third-party infrastructure outside our control. A failure to meet an availability target in the SLA is dealt with as an ordinary breach of this agreement, subject to any liability that cannot be limited by law and to the limitation of liability set out in this Service Contract. We may carry out scheduled or emergency maintenance where reasonably required to protect security, availability or stability.

15. Backups

Where Varsuite provides hosting, we may take reasonable routine backups as an operational recovery measure. Unless a separate managed backup service is included:

• Backups are not an archival service.
• We do not guarantee that every file, record, version or point in time can be recovered.
• Backup schedules and retention periods may change.
• You remain responsible for retaining independent copies of important business data and content.
• Varsuite is not your permanent system of record. A specific backup frequency, retention period, recovery point or recovery time only applies where expressly agreed in writing.

16. Security

Varsuite will take reasonable technical and organisational measures appropriate to the nature of the Service. Depending on the Service, these measures may include:

• Encryption in transit.
• Access controls.
• Security monitoring.
• Dependency scanning.
• Code scanning.
• Patch management.
• Logging.
• Backups.
• Multi-factor authentication.
• Restricted administrative access. No website, software, hosting environment or security system can be guaranteed to be completely secure, uninterrupted or free from vulnerabilities. Code scanning, automated security checks and routine monitoring are not equivalent to a formal penetration test, security certification or compliance audit unless expressly included in the Quote. You must:
• Protect your credentials.
• Use multi-factor authentication where available.
• Restrict administrative access.
• Notify us promptly of suspected compromise.
• Avoid installing unapproved software or plugins.
• Avoid allowing third parties to alter the Service without notifying us. Varsuite requires access to the systems, environments, databases and data it hosts or manages for you in order to deliver, support and secure the Service. We will access that data only where reasonably necessary to deliver or support the Service, to investigate a fault, security incident or suspected breach of the Acceptable Use Policy, to migrate or restore data, or where required by law. Access is restricted to personnel who need it and is logged. This does not reduce your rights, or our obligations, under the Data Processing Addendum. Varsuite is not responsible for security incidents caused by compromised Client credentials, Client devices, unauthorised third parties or changes made outside our control.

17. Domains and DNS

Where Varsuite purchases or manages a domain on your behalf:

• Registration is subject to the relevant registrar and registry rules.
• Domain availability is not guaranteed until registration completes.
• Registration and renewal charges may be non-refundable.
• You are responsible for providing accurate registrant information.
• You must notify us of changes to your contact information.
• We are not responsible for a domain lost because you failed to pay an invoice or provide required verification.
• Premium domains, redemption fees and transfer charges are payable by you unless otherwise agreed. Where all sums are paid, Varsuite will reasonably assist with transferring a Client-owned domain following termination. We may charge a reasonable administration fee for complex DNS migration or transfer work.

18. E-commerce Services

For e-commerce Services, you are responsible for:

• Product descriptions.
• Prices.
• Stock information.
• Taxes and VAT treatment.
• Delivery rules.
• Returns.
• Refunds.
• Consumer information.
• Product safety.
• Age restrictions.
• Export restrictions.
• Fulfilment.
• Customer service.
• Compliance with laws applying to the products or services sold. Varsuite is not responsible for payments that fail, are delayed, are duplicated, are declined, are mispriced, are refunded incorrectly, or are not received or reconciled, where this is caused by a payment provider, card scheme, bank, tax setting, currency conversion, exchange rate, plugin, or a configuration you or a third party controls. Payment processing is provided by the payment provider under its own terms and its own liability position, and Varsuite is not a party to the payment transaction. You are responsible for reconciling orders against payments received, for monitoring for failed or missing payments, and for telling us promptly if you believe a payment fault is caused by the Deliverables so that it can be investigated as a defect. Varsuite does not act as the seller, supplier, merchant of record or fulfilment provider unless expressly agreed in writing. You are responsible for testing checkout, taxes, delivery settings, product information and order notifications before launch.

19. Stripe and payment integrations

Where Varsuite integrates Stripe or another payment provider:

• Your relationship with the payment provider is governed by that provider's terms.
• You are responsible for opening, verifying and maintaining your payment account.
• Varsuite cannot guarantee that the provider will approve or continue to support your account.
• Payment processing fees are payable by you.
• You are responsible for chargebacks, refunds, disputes, fraud decisions, reserves, payout delays and account restrictions.
• You are responsible for tax, invoicing and accounting treatment.
• Varsuite is not responsible for decisions made by the payment provider. We will normally use hosted payment fields, tokenisation or provider-approved integration methods. You must not send full payment card details to Varsuite through email, support tickets, chat or other insecure channels. A payment integration does not make Varsuite responsible for your PCI DSS obligations, financial controls or regulatory requirements.

20. Custom integrations and APIs

Integrations depend on the continued availability and behaviour of third-party systems. Third-party providers may:

• Change or discontinue APIs.
• Alter authentication methods.
• Impose rate limits.
• Change pricing.
• Withdraw features.
• Suspend accounts.
• Modify data formats.
• Introduce new restrictions. Varsuite is not responsible for these changes. Where an active Care Plan includes integration maintenance, we will use reasonable efforts to maintain compatibility. A significant rebuild, replacement integration or migration may require a separate Quote. Before an integration goes live, you are responsible for approving:
• Data mappings.
• Source-of-truth rules.
• Conflict rules.
• Automation triggers.
• User permissions.
• Test results.
• Data migration samples. You must retain appropriate backups before any significant migration, import, deletion or synchronisation.

21. SEO, AIO and search services

Search and visibility Services may include search engine optimisation (SEO), answer engine optimisation (AEO), generative engine optimisation (GEO) and AI optimisation (AIO). These involve improving the technical structure, content, machine-readability and visibility of a website so that it can be found, quoted and cited by search engines, AI assistants, answer engines and other generative platforms. Varsuite does not guarantee:

• A particular ranking.
• First-page placement.
• Inclusion in search results.
• Inclusion in AI-generated answers.
• Inclusion, citation or attribution in an AI assistant, answer engine, chatbot or generative search result.
• Continued inclusion where a platform changes how it selects, cites or displays sources.
• Any particular representation of your brand in an AI-generated answer.
• A specific level of traffic.
• A specific number of leads.
• Revenue or sales.
• Continued visibility after a search algorithm change.
• Approval by a search engine or advertising platform. Search engines and AI platforms independently decide how websites are indexed, ranked, quoted and displayed. Results may be affected by:
• Competition.
• Domain history.
• Website age.
• Client reputation.
• Search algorithm changes.
• Market demand.
• Content quality.
• Technical limitations.
• Client changes.
• Third-party links.
• Platform policies.
• How an AI platform chooses to retrieve, summarise, cite or attribute sources, and changes to how it does so.
• Whether a platform crawls, indexes or licenses your content at all. Unless expressly included, this work does not include guaranteed link acquisition, paid advertising, reputation management, correcting an inaccurate AI-generated statement about you, or removal of third-party content. Where an AI platform produces an inaccurate or unfavourable statement about you, we can advise on the content and structural changes that may influence it over time, but we cannot control or guarantee the output of a third-party model.

22. Marketing Services

Marketing Services may include content creation, email campaigns, social media content, advertising support, campaign automation and reporting. You remain responsible for:

• The accuracy of offers and claims.
• Approving campaign content.
• The legality of mailing lists and contact data.
• Having appropriate marketing permissions.
• Providing valid suppression and opt-out data.
• Product availability and pricing.
• Compliance with advertising rules.
• The conduct of your sales team.
• Responding to leads.
• Advertising expenditure. Advertising spend, platform fees, creator fees, stock media and third-party software charges are separate unless expressly included. Varsuite does not guarantee that a campaign will produce a particular number of impressions, leads, enquiries, customers or sales.

23. AI agents and automated features

An AI agent may perform tasks, generate content, analyse information, interact with systems or take authorised actions on your behalf.

AI systems can produce incorrect, incomplete, outdated, biased or unexpected outputs. AI systems may also generate inaccurate, fabricated or misleading information, including information presented with apparent confidence, even where reasonable safeguards have been implemented. Unless expressly agreed otherwise:

• AI output is provided as decision support.
• AI output must not be treated as professional advice.
• You must apply appropriate human review.
• You remain responsible for decisions made using AI output.
• You remain responsible for actions you authorise an AI agent to perform.
• Varsuite does not guarantee that an AI agent will be continuously available.
• Varsuite does not guarantee that every output will be accurate or unique.
• Third-party AI provider limits and outages may affect availability. Automated publishing, messaging, data modification, deployment or other active features will normally require your authorisation. By enabling an automated feature, you authorise Varsuite and the relevant system to carry out the configured actions. Where you choose to disable human approval, you accept the increased risk that content or actions may occur without prior review. You must not use an AI agent as the sole decision-maker for legal, medical, financial, employment, credit, insurance, safeguarding or similarly significant decisions unless that use has been separately assessed and agreed in writing. Before any AI-assisted content, recommendation, workflow, automation, report, integration or business logic is deployed into a live or production environment, you must review, test and approve it. Varsuite is not liable for losses arising from your reliance on AI-generated or AI-assisted output that has not been subject to appropriate human review and approval, subject always to liabilities that cannot lawfully be excluded or limited.

24. Emergency stop and suspension controls

Varsuite may provide controls that allow you or us to pause an AI agent, automation, campaign, integration or deployment. Using an emergency stop may interrupt:

• Scheduled posts.
• Emails.
• Data synchronisation.
• Deployments.
• Reports.
• Automated workflows.
• Customer interactions. Varsuite is not responsible for delays or missed activity resulting from your use of an emergency stop. We may pause an automated Service where we reasonably believe that continuing could cause security, legal, financial, reputational or data protection harm.

25. Third-party platforms

The Services may rely on third-party platforms such as:

• Hosting providers.
• Cloud infrastructure.
• Domain registrars.
• Stripe and payment providers.
• Email providers.
• Social networks.
• Advertising platforms.
• Analytics tools.
• Search engines.
• AI providers.
• CRM and accounting platforms.
• Open-source software. Your use of a third-party platform is subject to that provider's terms, policies and charges. Varsuite is not responsible for:
• Third-party downtime.
• Third-party data loss.
• Account suspension.
• API changes.
• Pricing changes.
• Service withdrawal.
• Content removal.
• Algorithm changes.
• Provider security incidents.
• Provider decisions.
• Delayed approval or verification.

Where reasonably possible, we will assist you in dealing with a third-party issue, but such assistance may be chargeable where it falls outside the agreed Service.

26. Charges and VAT

Charges are those shown on your account, invoice, Quote or Statement of Work. Unless otherwise stated:

• Unless otherwise stated in a Quote or Statement of Work, build fees are invoiced according to agreed milestones.
• Recurring fees are billed in advance.
• Usage-based fees are billed in arrears or as stated.
• All fees are exclusive of VAT.
• VAT will be added where applicable.
• Third-party charges are payable by you.
• Advertising spend is payable by you.
• Domain and licence charges may be billed in advance.
• Deposits become non-refundable once work has started or capacity has been reserved, except where the law requires otherwise. A recurring Service begins billing on the date shown in the Quote or account, or when the live Service is activated, whichever is stated in the applicable order.

27. Payment

Invoices must be paid within the payment period shown on the invoice. Where a Service is billed in advance, the fee is payable before the period or work it relates to begins. Monthly recurring fees are payable monthly in advance. Where a Quote or Statement of Work specifies a deposit, stage payment or advance payment, Varsuite is not obliged to begin, continue or release work until that payment has been received in cleared funds. Advance payments and stage payments are applied against the Fees for the Service and are not a deposit held on account. Where you terminate or abandon a Service after work has begun, sums already paid in advance are not refundable to the extent Varsuite has performed work, incurred cost or committed resource, and clause 35 applies. You must notify us promptly if you genuinely dispute an invoice. You must still pay any undisputed amount by the due date. For business Clients, Varsuite may charge statutory interest, fixed recovery sums and reasonable recovery costs on overdue invoices where permitted by the Late Payment of Commercial Debts legislation. Varsuite may suspend Services where payment remains overdue after reasonable notice. Suspension does not remove your obligation to pay fees that have already become due.

You remain responsible for charges incurred during a suspension where Varsuite must continue paying third- party hosting, software or infrastructure costs on your behalf.

28. Intellectual property

Each party retains ownership of intellectual property it owned before the Service began. Varsuite retains ownership of its background intellectual property, including:

• Tools.
• Frameworks.
• Libraries.
• Templates.
• Components.
• Build systems.
• Agent frameworks.
• Deployment systems.
• Prompts.
• Methods.
• Processes.
• Documentation templates.
• General knowledge and know-how.
• Reusable code.
• Improvements that are not unique to the Client. Your rights in the final Deliverables are those stated in the Quote. Unless the Quote expressly provides for an assignment, once all relevant invoices are paid, Varsuite grants you a non-exclusive, perpetual licence to use Client-specific Deliverables for your own business purposes. Where the Quote expressly states that Client-specific Deliverables will be assigned to you, that assignment takes effect only after payment in full. Third-party and open-source components remain subject to their own licences. No ownership or licence is granted until all relevant fees have been paid.

29. AI-assisted intellectual property

AI-generated or AI-assisted output may not always qualify for intellectual property protection and may resemble material independently created by others. Varsuite does not guarantee that AI-assisted output:

• Is completely original.
• Can be registered as a trademark.
• Can be protected by copyright.
• Does not resemble third-party material.
• Will be accepted by a regulator, registry or platform. Where originality, trademark availability or freedom to operate is commercially important, you should obtain appropriate professional searches and legal advice.

30. Confidentiality

Each party must keep the other party's confidential information confidential and use it only for the purposes of delivering or receiving the Services. Confidential information does not include information that:

• Is already lawfully known without restriction.
• Becomes public without breach of this agreement.
• Is independently developed.
• Is lawfully received from another source.
• Must be disclosed by law, court order or regulator. Varsuite may disclose confidential information to staff, contractors, professional advisers and service providers who need it to deliver the Services and who are subject to appropriate confidentiality obligations.

31. Data protection

Each party must comply with applicable data protection law. Where Varsuite processes personal data solely on your instructions, you are normally the controller and Varsuite is normally the processor. The Varsuite Data Processing Addendum applies to that processing and forms part of this agreement. You are responsible for:

• Having a lawful basis for processing.
• Providing required privacy information.
• Obtaining valid consents where required.
• Responding to data subject requests as controller.
• Ensuring that instructions given to Varsuite are lawful.
• Avoiding the unnecessary sharing of sensitive information.
• Informing Varsuite of any special processing restrictions.

You authorise Varsuite to use appropriate subprocessors and service providers to deliver the Service, subject to the Data Processing Addendum. Any specific data residency, model-provider, security certification or sector-specific requirement must be disclosed and agreed before the Service begins.

32. Suspension

Varsuite may suspend some or all of the Services where:

• Fees are overdue.
• You breach the agreement.
• Your use is unlawful or harmful.
• Your content infringes third-party rights.
• A Service creates a security risk.
• A third-party provider requires suspension.
• Continuing could expose Varsuite or another person to liability.
• You misuse the Service.
• You exceed agreed usage or technical limits.
• Emergency maintenance is required. Where reasonably possible, we will give you notice and an opportunity to resolve the issue. Immediate suspension may occur where urgent action is required to prevent harm, fraud, compromise or unlawful activity.

33. Duration and renewal

The Service begins on the Start Date shown on your account or Quote. A one-off build continues until the Deliverables are accepted, terminated or otherwise completed. Recurring Services renew automatically at the end of each billing period unless cancelled in accordance with the applicable notice period. Fixed-term Services continue for the full initial term and may renew for the renewal period shown on the account or Quote. Domains, licences and other fixed-term third-party items may renew for their complete registration or licence period and may be non-refundable once renewed.

34. Cancellation for convenience

Either party may cancel a rolling recurring Service by giving the notice stated on the account or Quote. Where no notice period is stated, 30 days' written notice applies.

Cancellation takes effect at the end of the applicable paid billing period following expiry of the notice. Charges already paid for the current billing period are not refundable except where required by law. Cancelling a recurring Service ends the hosting, monitoring, maintenance, support, automation, AI agent operation or other ongoing work funded by that Service. A cancellation request must be made through your Varsuite account or in writing to the contact details held for Varsuite.

35. Termination for cause

Either party may terminate the agreement or an affected Service where the other party:

• Commits a material breach and fails to remedy it within 14 days of receiving written notice.
• Becomes insolvent.
• Ceases or threatens to cease trading.
• Enters an arrangement with creditors.
• Acts unlawfully in connection with the Service. Varsuite may terminate or suspend immediately where your use creates a serious security, legal, reputational or operational risk.

36. Effect of cancellation or termination

On cancellation or termination:

• All outstanding invoices become payable.
• Hosting may stop at the end of the paid period.
• Support and maintenance will end.
• AI agents and automations operated by Varsuite will stop.
• Scheduled campaigns and publishing may stop.
• Third-party services may be cancelled.
• Access to Varsuite-managed environments may be removed.
• Varsuite may permanently delete Client data 30 days after termination or expiry, unless otherwise agreed in writing.
• Clauses intended to survive termination will continue to apply. Cancellation does not entitle you to Varsuite's internal tools, deployment systems, templates, agent frameworks, infrastructure, prompts or background intellectual property.

37. Handover and exit assistance

After termination, and provided all sums are paid, you may request:

• A reasonable export of your content.
• A reasonable export of Client data.
• Transfer of a Client-owned domain.
• Source code where your Quote includes a right to receive it.
• Reasonable technical information needed for migration. Unless included in the Quote, exit assistance, migration, data transformation, documentation, training and liaison with a replacement supplier are chargeable. Varsuite may require payment in advance for exit work. You should request any export within 30 days after the Service ends. Unless otherwise agreed in writing, Varsuite may permanently delete remaining Client data 30 days after termination or expiry of the Service, subject to legal and data protection requirements.

38. Warranties

Varsuite warrants that it will perform the Services with reasonable skill and care. Except where expressly stated, we do not warrant that:

• A Service will be uninterrupted.
• A Service will be completely error-free.
• A Service will be free from every vulnerability.
• Every third-party platform will remain available.
• An AI output will be accurate.
• A particular commercial result will be achieved.
• A website will achieve a particular ranking.
• A campaign will produce sales.
• An integration will continue indefinitely without maintenance.
• Every device, browser or future software version will remain compatible. Services and Deliverables may include reasonable technical limitations and dependencies.

39. Limitation of liability

Nothing in this agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be limited by law.
• Statutory consumer rights where you contract as a consumer.

Subject to the above, Varsuite's total aggregate liability arising from or connected with the affected Service, whether in contract, tort, negligence, breach of statutory duty or otherwise, is limited to the fees paid or payable for that affected Service during the 12 months immediately preceding the event giving rise to the claim. Subject to liabilities that cannot be excluded, Varsuite is not liable for:

• Loss of profit.
• Loss of revenue.
• Loss of business.
• Loss of contracts.
• Loss of anticipated savings.
• Loss of opportunity.
• Loss of goodwill.
• Loss of reputation.
• Indirect or consequential loss.
• Loss caused by a third-party platform.
• Loss caused by Client instructions or content.
• Loss caused by unauthorised changes.
• Loss caused by compromised Client credentials.
• Loss arising from an automated action you authorised.
• Loss arising from reliance on unverified AI output.
• Loss caused by events outside our reasonable control.

40. Client indemnity

Where you contract as a business, you agree to indemnify Varsuite against third-party claims, liabilities, losses and reasonable costs arising from:

• Content or data you provide.
• An instruction you give.
• An action you authorise.
• Your products or services.
• Your breach of law.
• Your breach of this agreement.
• Your infringement of intellectual property rights.
• Your breach of a third-party platform's terms.
• Your marketing permissions or mailing lists.
• Your tax, refund, delivery or consumer obligations.

This indemnity does not apply to the extent that a claim results from Varsuite's own fraud, wilful misconduct, or negligent act or omission. This clause does not apply where you contract as a consumer.

41. Consumers

Most Varsuite Services are supplied to businesses. Where you contract as a consumer, nothing in this agreement limits your statutory rights. Any provision that cannot lawfully apply to a consumer will be treated as modified or excluded to the minimum extent necessary. Where a consumer contract is entered into at a distance, applicable cancellation rights will apply. Where you expressly ask Varsuite to begin work during a statutory cancellation period, you may be required to pay a proportionate amount for work completed before cancellation. Your right to cancel may end once the Service has been fully performed, where permitted by law and where the required acknowledgement has been obtained.

42. Force majeure

Neither party is liable for delay or failure caused by an event outside its reasonable control. Such events may include:

• Internet outages.
• Power failure.
• Hosting provider failure.
• Third-party platform failure.
• AI provider failure.
• Cyberattack not caused by a party's breach.
• Fire or flood.
• Act of God.
• Storm, earthquake, subsidence, extreme weather or other natural event.
• War, armed conflict, terrorism, riot, civil commotion or malicious damage.
• Epidemic, pandemic or public health measure.
• Act, order, restriction, sanction or intervention of a government or public authority.
• Strike, industrial action or labour dispute not involving that party's own workforce.
• Failure, withdrawal, insolvency or material change of terms of a third-party supplier, provider, model or platform.
• Interruption or failure of a utility, telecommunications or transport service.
• Legal or regulatory change. Affected obligations are suspended for the duration of the event. A party affected by such an event will tell the other as soon as reasonably practicable and will use reasonable efforts to mitigate its effect. Where the event continues for more than 60 days and materially prevents performance, either party may terminate the affected Service on written notice, and Fees already incurred remain payable.

43. Subcontracting

Varsuite may use employees, contractors, group companies, subprocessors and specialist suppliers to deliver the Services. Varsuite remains responsible for managing its own suppliers in accordance with the agreement, subject to the exclusions applying to independent third-party platforms. During the term of the agreement and for 12 months following termination or expiry of the affected Service, the Client shall not directly or indirectly solicit, employ, engage or contract with any employee, contractor or consultant of Varsuite who has been materially involved in providing the Services, without Varsuite's prior written consent. This restriction does not apply where a person responds independently to a general recruitment advertisement not specifically targeted at that individual. You may not assign or transfer the agreement without Varsuite's prior written consent.

44. Changes to recurring Services

Varsuite may make reasonable changes to a recurring Service where required to:

• Improve performance.
• Maintain security.
• Replace discontinued technology.
• Comply with law.
• Respond to third-party provider changes.
• Prevent abuse.
• Maintain commercial viability. Where a change materially reduces the core Service, Varsuite will provide reasonable notice. Varsuite may change recurring fees by giving at least 30 days' notice. You may cancel the affected Service before the new fee takes effect.

45. Notices

Formal notices must be in writing. A notice may be sent:

• Through the Varsuite customer portal.
• By email to the contact address held for the relevant party.
• By post to the registered or principal business address. A cancellation notice is effective when received by Varsuite.

46. General provisions

This agreement constitutes the entire agreement concerning the affected Service and replaces previous discussions, assurances or representations that are not included in the agreement. A delay in enforcing a right does not waive that right. If a provision is found to be invalid or unenforceable, the remaining provisions continue in force. Each party will maintain insurance appropriate to the nature and scale of its business, and will provide reasonable evidence of that cover on written request. Nothing in this agreement creates a partnership, employment relationship, joint venture or general agency relationship between the parties. A person who is not a party to this agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999. Headings are included for convenience and do not affect interpretation. Words such as "including" and "for example" do not limit the meaning of the words that precede them.

47. Governing law and jurisdiction

This agreement and any dispute or claim arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except where mandatory consumer law provides otherwise.

48. Acceptance

You accept this Service Contract by:

• Signing it.
• Accepting it through your Varsuite account.
• Accepting the related Quote or Statement of Work.
• Paying an invoice relating to the Service.
• Instructing Varsuite to begin work.
• Continuing to use the Service after being given access to this Service Contract. By accepting it, you confirm that: 1. You have authority to enter into the agreement. 2. You have read and understood the agreement.

3. The service details shown on your account or Quote are correct. 4. You agree to the charges and billing arrangements. 5. You authorise Varsuite to deliver the Services using AI-assisted technologies and suitable third- party providers. 6. You agree to the Varsuite Terms of Service, SLA and Data Processing Addendum where applicable. 7. You understand that SEO, marketing, AI and commercial outcomes cannot be guaranteed.

Varsuite Media Group Ltd. Company number 14243978. Registered office: Mentor House, Ainsworth Street, Blackburn, England, BB1 6AY. ICO registration: ZB434970.