Terms of Use and Service Level Agreement

1. Definitions

• Service - the SureTariff AI-powered HTS code classification platform, including all associated APIs, connectors, dashboards, and documentation. A subscription to the Service constitutes a licence to access and use the platform
• Lookup - a single classification request for one product description per target jurisdiction
• Lookup Allowance - the number of Lookups included with a Plan for each billing period
• Additional Credits - Lookups purchased separately when a Customer's Lookup Allowance has been fully used within a billing period
• Confidence Score - the AI-generated certainty indicator returned with each classification, expressed as a percentage
• Reasoning Narrative - the plain-language explanation of why a particular tariff code was assigned
• Product Data - descriptive information about products submitted by the Customer for classification, including but not limited to product names, materials, construction details, and end-use descriptions
• Connected Systems - third-party applications integrated with SureTariff, including PLM systems and other business tools
• Plan - the subscription tier selected by the Customer, which determines platform access, Lookup Allowance, features, and pricing
• Beta or Preview Services - any feature, jurisdiction, connector, or capability that we identify as beta, preview, early access, trial, evaluation, or experimental, including the Service as a whole during any period it is offered as a beta
• Aggregate Data - anonymised, de-identified, and statistical data derived from use of the Service that does not identify the Customer, any individual, or any specific product

3. Beta and Preview Services

SureTariff is offered, in whole or in part, as a Beta or Preview Service while it remains in beta. The following applies to all Beta or Preview Services, and prevails over any other provision of these Terms in the event of conflict:

• Beta or Preview Services are feature-incomplete, are provided strictly "as is" and "as available", and are used at your sole risk
• The Service Level Agreement in Section 4 does not apply to Beta or Preview Services, which carry no uptime, availability, accuracy, or support commitment
• We may change, suspend, withdraw, or discontinue any Beta or Preview Service, in whole or in part, at any time and without notice or liability
• To the fullest extent permitted by law, we accept no liability of any kind arising from your use of, or reliance on, any Beta or Preview Service
• Early adopter or beta pricing is provided on the understanding that the Service is in active development, and may be revised for future billing periods on notice

5. Accounts, Access and Security

To use the Service, you must create an account and provide accurate, complete registration information. You are responsible for:

• Maintaining the confidentiality of your account credentials and API keys
• All activity that occurs under your account, including the acts and omissions of every user you authorise and any configuration of roles, permissions, or access within your organisation
• Notifying us immediately of any unauthorised access or security breach
• Ensuring that all users within your organisation who access the Service comply with these Terms

Any activity conducted using your credentials or API keys is deemed authorised by you. We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.

Security Audit

Where we reasonably suspect that your account, credentials, or systems have been compromised, or have been used in breach of these Terms, we may require that an independent third-party audit of the affected systems be carried out at your expense, and you agree to cooperate fully and promptly with any such audit.

How we protect your integration credentials

Where you provide credentials for a Connected System (such as a PLM or other API key and secret), we encrypt them using a hardware-backed, non-exportable key held in a Hardware Security Module certified to FIPS 140-2 Level 3, via Google Cloud Key Management Service in a UK data centre. Your credentials reach us over a TLS-encrypted connection, are encrypted inside the hardware module, and are stored only as ciphertext bound to your account; the plaintext is never written to disk or to any log, and the encryption key cannot be exported by us or by the cloud provider.

While we protect your credentials and data on our side as set out above, we do not control and accept no responsibility for the security, data handling, key storage, availability, or services of any Connected System itself. How a Connected System stores and protects your data and credentials is determined by that third party and its own terms, not by us.

7. Term and Termination

Minimum Commitment

All new subscriptions carry a minimum commitment period of 3 months from the date of activation.

Notice Periods

• Quarterly subscriptions: 30 days' written notice before the next quarterly billing date
• Annual subscriptions: 30 days' written notice before the renewal date

Cancellation takes effect at the end of the current billing period. You may continue to use the Service until that date.

Immediate Termination

Either party may terminate immediately by written notice if the other party:

• Commits a material breach of these Terms and fails to remedy it within 14 days of written notice
• Becomes insolvent, enters administration, or ceases to trade

We may also terminate or suspend your access immediately if we are required to do so by law or regulatory authority, or if we reasonably believe your use poses a risk to the Service or other users.

Additional Credits on Termination

If your subscription is not renewed or is terminated, any unused Additional Credits must be used before the end of the current billing period. Additional Credits do not carry over beyond the final billing period and are non-refundable.

Post-Termination

Upon termination, your right to use the Service ceases immediately. We will retain your data and make it available for export for at least 90 days following termination, after which it will be securely deleted.

9. Indemnification

Customer Indemnification

You agree to indemnify and hold harmless Fashion Business Collective Ltd., its directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of HTS codes provided by the Service, including any customs declarations or duty calculations based on those codes
• Inaccurate or incomplete Product Data submitted by you
• Your violation of these Terms or any applicable law or regulation
• Your infringement of any third-party rights

Intermediary Use

Where a Customer operates as an intermediary (for example, a customs broker, trade consultant, or freight forwarder) and shares classification outputs with their own clients, the following applies:

• The Customer is solely responsible for the terms and conditions governing the relationship with their end clients, and must ensure those terms pass on the limitations and disclaimers in these Terms
• SureTariff has no contractual relationship with, and accepts no liability to, the Customer's end clients
• The Customer fully indemnifies SureTariff against any claims, damages, losses, or expenses arising from the use of classification outputs by their end clients, regardless of how those outputs are presented, modified, or applied
• The Customer remains responsible for ensuring that their end clients understand the advisory nature of the classifications and the recommendation for human verification before use

SureTariff Indemnification

SureTariff will indemnify the Customer against any third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes the intellectual property rights of that third party, provided the Customer notifies SureTariff promptly of any such claim, grants us sole control of the defence and settlement, and cooperates fully. This indemnity does not apply to the extent a claim arises from your Product Data, from modification of the Service by anyone other than us, from combination of the Service with systems or data not provided by us, or from your failure to implement an update or workaround we have made available.

11. Limitation of Liability

To the fullest extent permitted by law:

• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, nor for any loss of profits, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, customs penalties, fines, duty, or back-payments, in each case however arising and whether or not foreseeable
• We shall not be liable for any personal injury, death, or damage to physical property arising from your use of, or reliance on, any classification or output of the Service, except to the extent such liability cannot be excluded under applicable law
• Subject to the paragraphs below, our total aggregate liability arising out of or in connection with these Terms and the Service, 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 six (6) month period immediately preceding the event giving rise to the claim, or (b) £1,000

Exceptions to the Cap

The cap above does not apply to your obligations to pay fees due, to your indemnification obligations under Section 9, to liability arising from your unauthorised use of the Service, or to either party's breach of the confidentiality obligations in Section 13.

Liabilities Not Excluded

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited. These limitations apply to the fullest extent permitted by law and reflect the allocation of risk between us, which is reflected in the fees.

Time Limit for Claims

To the fullest extent permitted by law, you must bring any claim arising out of or in connection with these Terms or the Service within 12 months of the date on which the event giving rise to the claim occurred, after which the claim is barred.

13. Data Protection and Security

Data Protection

We process personal data in accordance with UK GDPR and the Data Protection Act 2018. Our Privacy Policy forms part of these Terms. By using the Service, you acknowledge and agree to the data practices described therein. Where we process personal data on your behalf, that processing is further governed by our Data Processing Agreement, which forms part of these Terms.

Where you submit personal data of third parties (for example, supplier contact details within Product Data), you warrant that you have obtained the necessary consents or have a lawful basis to share such data with us.

Product Data Handling

Product Data is automatically deleted within 24 hours of classification acceptance. Your Product Data is used solely for the purpose of delivering classifications and is not shared with any third party except as required for classification delivery or where required by law. The generation of Aggregate Data under Section 12 does not retain or expose your Product Data.

Infrastructure Security

The Service is hosted in a Tier IV, ISO 27001 certified UK data centre. By subscribing to and using the Service, you authorise us to host and process your data in the United Kingdom, unless a different hosting location is specifically agreed with you in writing. The UK is our default hosting location, and customers in other regions, including the EU and the United States, are normally served from our UK servers; where specifically agreed in writing, the Service may instead be hosted in another region. Even then, account management is carried out from our UK office on UK-based servers, and your business account information is stored in the United Kingdom. All data is encrypted in transit using SSL/TLS and at rest. Third-party AI providers used by the Service are selected and monitored to maintain appropriate data protection standards.

15. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service to classify products that are prohibited, sanctioned, or illegal to trade
• Attempt to reverse-engineer, decompile, or extract the underlying algorithms or models
• Resell, sublicence, or redistribute access to the Service itself to third parties. Customers operating as intermediaries (such as customs brokers or trade consultants) may share classification outputs with their own clients as part of their professional services, subject to the intermediary terms set out in Section 9
• Use automated tools to scrape, crawl, or excessively burden the Service beyond your Plan limits
• Share your account credentials or API keys with unauthorised third parties
• Submit data that infringes the intellectual property rights of any third party
• Submit malicious, corrupted, or intentionally misleading data
• Use the Service in any way that could damage, disable, or impair its operation

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, and third-party service outages.

The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate these Terms by written notice.

19. International Use and Export Compliance

The Service is offered from the United Kingdom to business customers internationally. Regardless of where you access the Service, these Terms are governed by English law as set out in Section 21, and the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

You are responsible for complying with all export control, trade sanctions, and import laws applicable to you and your products. You warrant that you are not located in, and will not use the Service on behalf of any party located in, a territory subject to comprehensive trade sanctions, and that you are not a sanctioned or restricted party.

21. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales. Subject to the informal resolution step below, any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Informal Resolution First

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute by negotiation. The party raising the dispute will give written notice describing it, and senior representatives of each party will meet (in person or remotely) within 30 days of that notice to seek resolution. This step does not apply where a party seeks urgent injunctive or other interim relief.

Intellectual Property Disputes

Nothing in this section prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction, in particular to protect its intellectual property rights or confidential information.

23. Publicity and References

Either party may reference the existence of the commercial relationship, including the use of company names and logos, in marketing materials, case studies, and investor communications.

Individual consent is required before identifying any employee by name in marketing materials. Consent is deemed given where an individual voluntarily participates in public activities such as interviews, testimonials, or events. Either party may withdraw consent for publicity references with 30 days' written notice.

25. Contact

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