SalesQL Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the products and services made available by SALESQL LTD, a private limited company registered in England and Wales under company number 11982774, with registered office at 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom ("SalesQL", "we", "us", or "our").

These Terms form a binding agreement between you, or the legal entity you represent, and SalesQL.

By creating an account, accessing the Services, clicking "I agree" (or any equivalent), or otherwise using any of the Services, you confirm that you have read these Terms, that you accept them, and that you have authority to bind the entity you represent. If you do not accept these Terms, you must not access or use the Services.

If you have entered into a separately negotiated written agreement with SalesQL covering the Services (for example, a Master Services Agreement or an enterprise order form), that agreement controls in the event of any conflict with these Terms with respect to the Services covered by that agreement.

#1. Definitions

In these Terms, capitalised terms have the meanings set out below.

#2. The Services

#2.1 Description

The Services provide a B2B sales-intelligence platform that allows the Customer and its End Users to search, view, verify, and enrich professional contact information; where the AI Assistant is enabled, to use the AI Assistant to perform natural-language operations within the platform; to connect External LLM Clients through the MCP Server to invoke SalesQL functionality on the Customer's behalf; and to use Campaigns to communicate with Recipients on the Customer's own behalf.

#2.2 Right to use

Subject to the Customer's compliance with these Terms and payment of all applicable Fees, SalesQL grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for the Customer's internal business purposes.

#2.3 Beta features

Some features of the Services may, from time to time, be designated as "beta", "preview", "early access" or similar. Such features are made available "as is", may be incomplete or subject to change, may have limited or no service levels, and may be modified, suspended or withdrawn by SalesQL at any time. The Customer's use of beta features is at the Customer's own risk.

#2.4 Modifications to the Services

SalesQL may modify, update, enhance or, in respect of features that are not core to the Services, discontinue features of the Services at any time. SalesQL will use commercially reasonable efforts to notify the Customer of material adverse changes to core features.

#2.5 Service availability

SalesQL will use commercially reasonable efforts to make the Services available 24/7, subject to scheduled maintenance windows, emergency maintenance, and circumstances beyond SalesQL's reasonable control. Self-service plans are not provided with a contractual service-level agreement (SLA); enterprise customers may be offered an SLA in a separately signed order form.

#3. Account, eligibility and security

#3.1 Eligibility

To use the Services, the Customer must be at least 18 years old and capable of entering into a legally binding contract under applicable law. The Services are intended for use by businesses and other organisations and are not intended for personal, family or household use.

#3.2 Registration

The Customer agrees to provide accurate, current and complete information during registration and to keep it updated. SalesQL reserves the right to suspend or terminate Accounts containing false, inaccurate or misleading information, or where SalesQL has reasonable grounds to suspect non-compliance with these Terms or applicable law.

#3.3 Account security

The Customer is responsible for maintaining the confidentiality of Account credentials and for all activities under the Account. The Customer agrees to:

• use strong, unique passwords and enable multi-factor authentication where available;
• not share Account credentials, and not allow more than one individual to use a single End User seat (each End User must have their own credentials);
• promptly notify SalesQL at security@salesql.com of any suspected unauthorised access or compromise.

SalesQL is not liable for any loss or damage arising from the Customer's failure to safeguard Account credentials.

#3.4 End Users

The Customer is responsible for the acts and omissions of its End Users as if they were the Customer's own. The Customer must ensure that each End User is bound by terms no less protective of SalesQL than these Terms.

#3.5 Restricted users

The Customer represents and warrants that it, its End Users, and its ultimate beneficial owners are not (i) located in, or organised under the laws of, a country or territory subject to comprehensive sanctions administered by the United Kingdom, the European Union, the United States, or the United Nations; or (ii) listed on any sanctions or restricted-parties list maintained by such authorities.

#4. Fees, billing and renewals

#4.1 Fees and plans

Fees for the Services are set out on the SalesQL Pricing Page (https://salesql.com/pricing) or in the applicable Order. Unless otherwise stated, all Fees are stated in United States dollars (USD) and are exclusive of taxes.

#4.2 Free plans and trials

SalesQL may offer free plans, free trials or freemium tiers from time to time. The terms applicable to such offers (including duration, credit allowances, and feature limitations) are stated at the point of sign-up. Free plans and trials may be modified, suspended or withdrawn at SalesQL's discretion.

#4.3 Auto-renewal and cancellation

Subscriptions automatically renew at the end of each Subscription Term for an additional period equal to the then-current Subscription Term, at the then-applicable rates. The Customer can cancel the Subscription at any time from the Account dashboard (Settings → Subscription & Billing → Cancel). Cancellation is effective at the end of the current Subscription Term; no advance notice period or written notice to SalesQL is required. Where the Customer cancels mid-Term, the Customer retains access to the Services until the end of the current Subscription Term and the Subscription will not renew. Refunds for late cancellations are addressed in Section 4.7.

#4.4 Payment

Fees are payable in advance through Stripe, our integrated payment processor. By providing payment information, the Customer authorises SalesQL and Stripe to charge the applicable Fees, plus any taxes, to the payment method on file.

#4.5 Failed payment

If a Fee is overdue, SalesQL may, without limiting its other remedies: (a) suspend access to the Services until payment is received; (b) charge late payment interest at the rate permitted by applicable law; and (c) terminate the Subscription for non-payment in accordance with Section 13.

#4.6 Taxes

Fees are exclusive of all applicable taxes, including value-added tax (VAT), goods and services tax (GST), sales tax and similar taxes, and the Customer is responsible for those taxes (other than taxes on SalesQL's net income).

#4.7 Refunds and money-back guarantee

SalesQL offers a money-back guarantee on first-time purchases and a more limited refund policy on renewals, in line with the principles set out in this Section 4.7. Refunds are not available if the Customer has fully consumed the Subscription credits for the relevant billing period or has significantly exceeded the initial Service results. SalesQL may consider pro-rata refunds on a case-by-case basis based on the Customer's actual usage. Refund requests must be submitted to support@salesql.com within 30 calendar days of the relevant transaction. Once a refund has been granted in respect of an Account, future refund requests in respect of that Account will not be accepted, whether for new Subscriptions or for renewals.

#4.8 Changes to Fees

SalesQL may change Fees for renewals, with at least 30 days prior notice before the start of the renewal Subscription Term.

#5. Customer obligations and Acceptable Use Policy

The Customer agrees to comply, and to ensure that its End Users comply, with these Terms, the AUP, the Privacy Policy, the DPA, and all applicable laws and regulations when using the Services.

#5.1 Restrictions

The Customer must not, and must not allow any End User or third party to:

• access or use the Services in violation of applicable law, third-party rights, or these Terms;
• copy, modify, translate, adapt or create derivative works of the Services or the Profiles Database, except as expressly permitted;
• reverse engineer, decompile or disassemble the Services, except to the extent permitted by mandatory applicable law;
• access, scrape, copy or download the Services or the Profiles Database in bulk, including by means of automated tools other than SalesQL's official API or MCP Server used in accordance with the Documentation and the applicable rate limits;
• resell, sublicense, rent, lease, distribute or transfer the Services or the Profiles Database to any third party, or use the Services to provide services to third parties on a service-bureau, white-label or hosted basis;
• introduce malicious code, viruses, worms, ransomware, or any other harmful component into the Services;
• attempt to circumvent any security, authentication, rate-limit, or access-control mechanism of the Services;
• interfere with or disrupt the integrity or performance of the Services;
• use the Services to develop a competing product or to benchmark the Services for the purpose of building a competing product;
• remove, alter or obscure any proprietary notice, trademark or attribution in or on the Services.

#5.2 Customer compliance obligations

Because the Services include access to Profile Data and the ability to send outbound communications, the Customer is solely responsible for ensuring that its use of the Services, and the use of the Services by its End Users, complies with all applicable laws and regulations, including data protection, privacy, ePrivacy, anti-spam, telecommunications, consumer protection, employment and equality, and unfair-competition laws in each jurisdiction in which the Customer operates or in which Recipients are located.

Without limiting the foregoing, the Customer represents, warrants and covenants that:

(a) Independent controller status. When the Customer accesses, downloads, exports or otherwise obtains Profile Data from the Profiles Database, the Customer is acting as an independent controller of that Profile Data and is solely responsible for all controller obligations under applicable data-protection laws (including UK GDPR, EU GDPR, and US state privacy laws), including identifying a lawful basis, providing the notices required by Articles 13 and 14 UK/EU GDPR, honouring data-subject rights requests, maintaining accurate records of processing activities, and complying with international transfer requirements.

(b) Lawful basis for outreach. When the Customer sends communications using Campaigns or otherwise uses contact information obtained through the Services to communicate with Recipients, the Customer relies on a valid lawful basis (such as consent, legitimate interests properly balanced and documented, or another applicable lawful basis) for those communications under all applicable laws, including UK GDPR, EU GDPR, the UK Privacy and Electronic Communications Regulations (PECR), the EU ePrivacy Directive and its national implementations, the US CAN-SPAM Act, the Canadian Anti-Spam Legislation (CASL), the Brazilian LGPD, and any other anti-spam, marketing or telemarketing laws applicable to the Recipient or to the Customer. Where the Customer uses Profile Data to make voice calls, send SMS, or otherwise place telecommunications to Recipients, the Customer is solely responsible for compliance with applicable telecommunications, telemarketing, do-not-call and call-recording laws as set out in the Acceptable Use Policy (AUP), Section 3.

(c) Tracking technologies. The Customer acknowledges that Campaigns includes open-tracking and click-tracking technologies that are enabled by default. Where the Customer's communications target Recipients in jurisdictions where such tracking technologies require informed consent or other specific disclosures (including, without limitation, ePrivacy Directive / PECR jurisdictions), the Customer is solely responsible for obtaining the necessary consent or implementing alternative compliant configurations (including disabling tracking on a per-campaign basis through the Campaigns user interface).

(d) Suppression and opt-out. The Customer will honour, in a timely manner and in any event within the periods required by applicable law, all opt-out, unsubscribe, do-not-contact, suppression, and equivalent requests from Recipients. The Customer will maintain its own suppression list of Recipients who have opted out and will not contact those Recipients again through the Services or otherwise.

(e) Recipient identification and disclosures. The Customer's outbound communications will include all sender identifications, postal addresses, opt-out mechanisms, and other disclosures required by applicable law.

(f) Sensitive contexts. The Customer will not use the Services to target Recipients on the basis of, or to send communications relating to, special categories of personal data, including health, religion, political opinions, sexual orientation, trade-union membership, or other categories that benefit from heightened protection under applicable law, except where the Customer has obtained the explicit consent of the Recipient or has another valid lawful basis.

(g) No prohibited uses. The Customer will not use the Services for any of the following purposes:

• consumer-targeted marketing, except where the Recipient has provided informed consent under applicable laws;
• communications relating to gambling, adult content, weapons, controlled substances, get-rich-quick schemes, multi-level-marketing schemes, or fraudulent or deceptive schemes;
• harassment, threats, defamation, hate speech or unlawful discrimination;
• communications targeting individuals identified as employed by, or affiliated with, government, judicial, military, intelligence or law-enforcement institutions in their capacity as such, where such targeting would constitute interference with public functions under applicable law;
• communications relating to political campaigns or elections, except where the Customer is registered with the applicable electoral authorities and has complied with all applicable election laws;
• communications relating to personal injury solicitation, debt collection, or consumer financial products, except where the Customer is licensed to engage in those activities under applicable law;
• any other purpose prohibited by the AUP.

(h) Records and cooperation. The Customer will maintain records of its compliance with the foregoing obligations and will provide reasonable cooperation to SalesQL, supervisory authorities, and Recipients with respect to compliance enquiries.

Failure to comply with this Section 5.2 is a material breach of these Terms and may result in immediate suspension or termination of the Account, in addition to SalesQL's other remedies.

#5.3 Acceptable Use Policy

The AUP is incorporated by reference into these Terms and forms part of the binding agreement between SalesQL and the Customer. SalesQL may update the AUP from time to time, with notice through the Services or by email.

#5.4 Browser extension and Campaigns — Contributor Program participation

Use of the SalesQL browser extension and use of Campaigns constitute participation in the SalesQL Contributor Program described in the Privacy Policy (Section 3.4.1(vi) of the Privacy Policy). By installing or otherwise using the browser extension, and by using Campaigns, the Customer acknowledges and agrees that observations made by those products are used by SalesQL to maintain the freshness, accuracy and quality of the Profiles Database. A Customer or End User who does not wish to participate in the Contributor Program should not install or use the browser extension and should not use Campaigns.

The SalesQL browser extension may be used in conjunction with third-party websites and platforms. The Customer is responsible for ensuring that its use of the browser extension, and its End Users' use of the browser extension, complies with the terms of service of the third-party websites and platforms accessed. The Browser Extension Notice (https://salesql.com/legal/browser-extension) provides additional information.

#5.5 API and rate limits

REST API and MCP Server usage is subject to the rate limits, fair-use limits and quotas set out in the Documentation. SalesQL may modify rate limits at any time and may throttle or block requests that violate them.

#5.6 MCP Server and External LLM Clients

The Customer may connect External LLM Clients to the MCP Server using the Customer's own SalesQL API credentials. When the Customer does so, the Customer acknowledges and agrees that:

• The Customer is solely responsible for selecting the External LLM Client and for ensuring that the Customer's contractual relationship with the LLM provider permits the data flows the Customer initiates through the MCP Server.
• The External LLM Client is not a subprocessor of SalesQL; SalesQL has no contractual relationship with the External LLM Client.
• The Customer is solely responsible for the prompts, instructions, and data the Customer or its End Users send to the External LLM Client through the MCP Server, including for any consequential request the External LLM Client makes back to the SalesQL API.
• All restrictions in these Terms (including Sections 5.1, 5.2, 6.3 and 6.4) apply to data accessed through the MCP Server and to outputs generated through the MCP Server.

#5.7 Customer-Authorized Third-Party Tools

The Customer may connect the Customer's own SalesQL API credentials to a third-party workflow platform, automation tool, sales-engagement tool, productivity tool, data-orchestration tool or similar end-user-controlled software (each, a "Customer-Authorized Tool") solely for the purpose of automating or orchestrating the Customer's own internal use of the Services. When the Customer does so, the Customer acknowledges and agrees that:

• The Customer remains the contracting party with SalesQL and remains fully responsible for all activity performed using its SalesQL API credentials, regardless of whether the requests originate from the Customer directly or from a Customer-Authorized Tool acting on the Customer's instruction.
• Data accessed or generated through a Customer-Authorized Tool is used exclusively by the Customer and its End Users for the Customer's internal business purposes, and is not redistributed, resold, sublicensed, made available, or otherwise disclosed to any third party, including the operator of the Customer-Authorized Tool except as strictly necessary for the technical operation of that tool on the Customer's behalf.
• The Customer must not use a Customer-Authorized Tool to: (i) operate the Services on a service-bureau, white-label, hosted, managed-services or co-managed basis; (ii) sell, sublicense or distribute SalesQL credits, access or capacity to third parties; (iii) construct, populate, train or maintain a database, dataset, model or service that is made available to any third party; or (iv) circumvent any restriction in these Terms or the AUP.
• The operator of the Customer-Authorized Tool is not a subprocessor of SalesQL; SalesQL has no contractual relationship with that operator.
• Where the Customer-Authorized Tool also offers a "managed", "marketplace", "data-credits" or equivalent mode in which SalesQL would be provided as a pre-configured data source available to that tool's end users, the Customer must not enable, request or otherwise participate in such mode unless a separately signed partnership agreement exists between SalesQL and the operator of that tool.
• All restrictions in these Terms (including Sections 5.1, 5.2, 6.3 and 6.4) and in the AUP apply equally to API requests originating from a Customer-Authorized Tool.
• SalesQL reserves the right, at its discretion and upon reasonable notice, to designate a specific Customer-Authorized Tool as ineligible if its operation, design, terms of service, security posture, or compliance practices are incompatible with these Terms or with applicable law.
• All applicable rate limits, fair-use limits and credit quotas of the Subscription apply to API requests routed through Customer-Authorized Tools in the same way as to direct API requests.

For clarity, the Customer's connection of API credentials to a Customer-Authorized Tool under this Section 5.7 does not constitute sharing of Account credentials under Section 3.3.

#5.8 AI Assistant

Where the AI Assistant is enabled, it operates as a feature of the Services that interacts with an LLM Provider engaged by SalesQL as a subprocessor (see the Privacy Policy and the DPA). The Customer acknowledges that the AI Assistant operates on the End User's instruction; that the AI Assistant may invoke SalesQL API actions on the End User's behalf, subject to the End User's permissions in the Customer's workspace; and that the Customer remains responsible for the lawful use of any output generated by the AI Assistant. Where the AI Assistant is enabled for a workspace, workspace administrators can disable it through the workspace settings. The AI Assistant is not available to a workspace unless and until SalesQL has confirmed and named an LLM Provider on the Subprocessors page and has enabled the feature.

#6. Profile Data and the Profiles Database

#6.1 Access to Profile Data

Subject to the Customer's compliance with these Terms, SalesQL grants the Customer a limited, non-exclusive, non-transferable, revocable right to access Profile Data through the Services for the Customer's internal business purposes during the Subscription Term.

#6.2 Controller-to-controller transfer

When the Customer accesses, downloads, exports or otherwise obtains Profile Data, the Customer becomes an independent controller of that Profile Data. The Customer's responsibilities as an independent controller are set out in the Privacy Policy and in Section 5.2(a).

#6.3 Use restrictions on Profile Data

In addition to the restrictions in Section 5.1, the Customer must not:

• use Profile Data to build or contribute to a competing B2B contact database, sales-intelligence platform or data broker;
• combine Profile Data with consumer data or other data sets in a way that would create a profile for non-business purposes;
• use Profile Data for credit, employment, housing or insurance decisions;
• sell, license or otherwise commercialise Profile Data to third parties.

#6.4 Suppression list compliance

When SalesQL applies a valid suppression request from a Business Contact, SalesQL removes that Business Contact's data from the active Profiles Database and applies the suppression across all customer access channels — including search, exports, the REST API, the MCP Server and the browser extension — effective immediately. From the time the suppression is applied, the Business Contact is no longer retrievable by any SalesQL customer through any SalesQL surface. In addition, where the Business Contact's Profile Data has previously been disclosed to specific Customers (for example, where the Customer saved or exported the data into the Customer's own systems), SalesQL notifies those Customers under Article 19 UK/EU GDPR so they can update their own records held outside SalesQL. Where SalesQL informs the Customer that a Business Contact has objected to processing or has been removed from the Profiles Database, the Customer will, without undue delay, suppress that Business Contact's data in the Customer's own systems and will not contact that Business Contact using contact information previously obtained from the Services.

#6.5 Accuracy

SalesQL applies multiple processes to maintain the accuracy of Profile Data, including verification, source tracking, and confidence scoring. However, SalesQL does not warrant that Profile Data is accurate, current or complete in any specific instance. The Customer is responsible for evaluating the suitability of Profile Data for its own purposes and for taking such steps as are necessary or appropriate to verify accuracy before relying on Profile Data for any consequential purpose.

#7. Customer Data

#7.1 Ownership

As between the Customer and SalesQL, the Customer retains all rights, title and interest in and to Customer Data.

#7.2 Licence to SalesQL

The Customer grants SalesQL a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide and operate the Services for the Customer, to comply with the Customer's documented instructions, and to comply with applicable law.

#7.3 Customer warranties

The Customer represents and warrants that:

• it has all rights, consents and authorisations necessary to upload Customer Data and to grant the licence in Section 7.2;
• the Customer Data and its processing through the Services do not infringe any third-party rights or violate any applicable law;
• the Customer has provided all required notices and obtained all required lawful bases for the processing of any personal data included in Customer Data.

#7.4 SalesQL as processor

SalesQL processes personal data included in Customer Data as a processor on the Customer's behalf, in accordance with the DPA. To the extent there is any conflict between these Terms and the DPA with respect to the processing of Customer Data, the DPA controls.

#7.5 Contributor Program

The Customer's and its End Users' use of the SalesQL browser extension and of Campaigns constitutes participation in the SalesQL Contributor Program. By installing the browser extension and by using Campaigns, the Customer agrees to the terms of the Contributor Program described in the Privacy Policy (Section 3.4.1(vi)) and in the SalesQL Contributor Program Terms (https://salesql.com/legal/contributor-program). The Customer or its End Users may stop contributing at any time by uninstalling the browser extension and by ceasing to use Campaigns. The rest of the Services remains available without contribution.

#8. Intellectual property

#8.1 SalesQL IP

The Services, the Profiles Database, the Documentation, all software underlying or incorporated into the Services, and all related intellectual property are the property of SalesQL and its licensors. Except for the limited rights expressly granted in these Terms, no rights or licences are granted to the Customer.

#8.2 Trademarks

"SalesQL" is a registered trademark of SALESQL LTD in the European Union and in the United States. The SalesQL name, the SalesQL logo and any related word marks, design marks, taglines, and product names are trademarks or registered trademarks of SALESQL LTD or its licensors. The Customer must not use SalesQL's trademarks without SalesQL's prior written consent, except for accurate, factual references to the Services consistent with applicable trademark law and provided such use does not imply endorsement, partnership, or any other relationship not actually existing between the Customer and SalesQL.

#8.3 Feedback

If the Customer or any End User provides feedback, comments, suggestions or ideas about the Services ("Feedback"), the Customer hereby grants SalesQL a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such Feedback into the Services without obligation to the Customer.

#8.4 Customer marks

SalesQL may identify the Customer as a customer of SalesQL on SalesQL's website and in marketing materials (including, without limitation, the SalesQL home page, case studies and customer pages), using the Customer's name and logo, on an opt-out basis. The Customer may opt out of this use at any time by writing to legal@salesql.com or by setting the corresponding preference in the Account settings, in which case SalesQL will, within a reasonable period and in any event within 30 days, remove the Customer's name and logo from SalesQL surfaces SalesQL controls and from prospective marketing materials. This authorisation does not extend to suggesting that the Customer endorses, recommends or has any commercial relationship with SalesQL beyond that of a customer.

#9. Confidentiality

#9.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other under or in connection with these Terms that is identified as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no fault of the receiving party; (ii) was rightfully known to the receiving party before receipt; (iii) was independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

#9.2 Obligations

Each party will (a) use the other party's Confidential Information only as necessary to perform under these Terms; (b) protect such Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of like nature, but not less than a reasonable degree of care; and (c) limit access to Confidential Information to its personnel and agents who have a need to know and are bound by confidentiality obligations.

#9.3 Compelled disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the party (where legally permitted) gives prompt notice to the other party and reasonably cooperates in seeking a protective order.

#10. Privacy and data protection

#10.1 Privacy Policy

SalesQL processes personal data in accordance with the Privacy Policy.

#10.2 DPA

The DPA forms part of these Terms and governs the processing of Customer Data by SalesQL as a processor on the Customer's behalf. The DPA includes the European Commission's Standard Contractual Clauses (2021), the UK International Data Transfer Addendum, and other instruments necessary to govern international transfers.

#10.3 Subprocessors

A current list of SalesQL's subprocessors is published at https://salesql.com/legal/subprocessors. SalesQL may engage new subprocessors with prior notice as set out in the DPA.

#10.4 Security

SalesQL maintains administrative, technical and organisational security measures designed to protect personal data, as further described in the Privacy Policy and the DPA.

#10.5 Breach notification

In the event of a personal data breach affecting Customer Data, SalesQL will notify the Customer without undue delay in accordance with the DPA.

#11. Third-party services and integrations

The Services may integrate with or interoperate with third-party services, applications, or platforms ("Third-Party Services"), including External LLM Clients connected through the MCP Server. The Customer's use of any Third-Party Service is at the Customer's own risk and is subject to the terms imposed by the third party. SalesQL does not control Third-Party Services and is not responsible for their availability, performance, security, or content.

#12. Suspension

SalesQL may, at its discretion and without liability to the Customer, suspend the Customer's access to all or part of the Services where:

• the Customer is in material breach of these Terms, the AUP, the Privacy Policy or the DPA;
• the Customer's use of the Services poses a security, legal, regulatory or reputational risk to SalesQL or to other users;
• payment of Fees is overdue;
• a request from a competent authority requires suspension;
• SalesQL reasonably suspects fraudulent, unlawful, abusive or unauthorised activity on the Account.

Where reasonably possible, SalesQL will provide the Customer with notice and an opportunity to cure prior to suspension. Suspension does not relieve the Customer of its obligation to pay Fees that have accrued prior to suspension.

#13. Term and termination

#13.1 Term

These Terms apply from the date the Customer first accepts them and continue for the duration of the Subscription Term and any renewals.

#13.2 Termination for convenience

The Customer may terminate its Subscription as set out in the Order or in the Services' billing settings, subject to Section 4.3 (auto-renewal) and Section 4.7 (refunds).

#13.3 Termination for cause

Either party may terminate these Terms with immediate effect by written notice to the other party if:

• the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice;
• the other party becomes insolvent, ceases trading, makes an arrangement with its creditors, or has an administrator, receiver or liquidator appointed.

SalesQL may terminate these Terms with immediate effect for breach of the AUP, Section 5.2 (Customer compliance obligations), Section 6.3 (use restrictions on Profile Data), or Section 5.1 (general restrictions).

#13.4 Effects of termination

On termination of these Terms or expiry of the Subscription Term:

• the Customer's right to access and use the Services ceases;
• the Customer must cease all use of Profile Data obtained from the Services, except for Profile Data that the Customer has lawfully integrated into its own systems and is processing as an independent controller in accordance with applicable law and these Terms;
• SalesQL will, in accordance with the DPA, delete or return Customer Data;
• accrued rights and obligations, including payment of accrued Fees, survive termination;
• Sections 1, 4.7, 5.1 (e), 6.4, 7.1, 8, 9, 13.4, 14, 15, 16, 17, 18, 19, 20, 21 and 22 survive termination.

#14. Warranties and disclaimers

#14.1 Mutual warranties

Each party represents and warrants that it has the authority to enter into and perform under these Terms.

#14.2 Limited SalesQL warranty

SalesQL warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. As the Customer's exclusive remedy and SalesQL's entire liability for breach of this warranty, SalesQL will use commercially reasonable efforts to correct the non-conformity or, if SalesQL determines correction to be impractical, terminate the affected portion of the Subscription and refund Fees pre-paid for the unused portion.

#14.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 14, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE PROFILES DATABASE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy of data. SalesQL does not warrant that:

• the Services will be uninterrupted, error-free, or free of harmful components;
• Profile Data is accurate, current, complete, or suitable for any particular purpose;
• the Services will meet the Customer's requirements;
• defects will be corrected.

The Customer acknowledges that the accuracy of any specific Profile Data record is inherently probabilistic and that the Customer is responsible for verifying such Profile Data before relying on it for any consequential decision.

#15. Limitation of liability

#15.1 Excluded losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

#15.2 Aggregate cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER TO SALESQL UNDER THE APPLICABLE ORDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

#15.3 Carve-outs

Nothing in these Terms limits or excludes any liability that cannot be lawfully limited or excluded, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Customer's payment obligations; (d) the Customer's breach of Section 5.2 (Customer compliance obligations), Section 6.3 (use restrictions on Profile Data), Section 8 (intellectual property) or Section 9 (confidentiality); or (e) either party's indemnification obligations under Section 16.

#16. Indemnification

#16.1 Indemnity by SalesQL

SalesQL will defend the Customer against any third-party claim alleging that the Services, when used in accordance with these Terms and the Documentation, infringe a third party's intellectual property right, and SalesQL will indemnify the Customer for any damages and costs finally awarded against the Customer by a court of competent jurisdiction in respect of such claim. SalesQL's obligations under this Section 16.1 do not apply to claims arising from (a) the Customer's combination of the Services with non-SalesQL items; (b) the Customer's modifications to the Services; (c) Customer Data; (d) use of the Services after notice of an alleged infringement and the availability of a non-infringing alternative; or (e) breach of these Terms by the Customer.

If the Services become or, in SalesQL's reasonable opinion, are likely to become subject to an infringement claim, SalesQL may, at its option: (i) procure for the Customer the right to continue using the Services; (ii) modify the Services to be non-infringing; or (iii) terminate the affected Subscription and refund pre-paid Fees for the unused portion.

This Section 16.1 sets out SalesQL's entire liability and the Customer's exclusive remedy for any infringement claim.

#16.2 Indemnity by Customer

The Customer will defend, indemnify and hold harmless SalesQL, its affiliates, and their respective officers, directors, employees and agents from and against any third-party claim, and all damages, costs, fines, penalties and expenses (including reasonable legal fees) arising out of or related to:

• the Customer's or its End Users' breach of Section 5.2 (Customer compliance obligations), Section 5.1 (restrictions), Section 5.6 (MCP Server / External LLM Clients), Section 6.3 (use restrictions on Profile Data), Section 6.4 (suppression list compliance) or the AUP;
• Customer Data, including any allegation that Customer Data infringes any third-party right or violates any applicable law;
• the Customer's or its End Users' use of the Services in violation of applicable law;
• the Customer's or its End Users' communications to Recipients (including alleged spam, ePrivacy/PECR violations, CAN-SPAM violations, CASL violations, or violations of equivalent laws);
• the Customer's or its End Users' use of Profile Data, including in violation of these Terms or applicable law.

#16.3 Procedure

The party seeking indemnification will (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defence and settlement of the claim (provided that no settlement may impose any obligation on the indemnified party without its prior consent); and (c) provide reasonable cooperation, at the indemnifying party's expense.

#17. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil disturbance, governmental actions, labour disputes, or failure of utilities or third-party telecommunications, internet or cloud-service providers.

#18. Notices

#18.1 To SalesQL

Notices to SalesQL must be in writing and sent to legal@salesql.com, with a copy by post to: SALESQL LTD, 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom.

#18.2 To the Customer

Notices to the Customer may be given by email to the email address associated with the Account, by in-Service notification, or by post to the address provided by the Customer in the Account profile or the Order.

#18.3 Effectiveness

Notices are effective on receipt (for email and in-Service notifications) or three business days after posting (for postal notice).

#19. Governing law and jurisdiction

#19.1 Governing law

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales, without regard to conflict-of-laws principles.

#19.2 Jurisdiction

Subject to Section 19.3, the parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute or claim arising out of or in connection with these Terms.

#19.3 Local-law rights

If the Customer is a consumer (i.e., an individual acting outside its trade, business, craft or profession), the Customer may have additional rights under the mandatory laws of the Customer's country of residence, and these Terms do not limit those rights. The Services are not, however, intended for consumer use, and the Customer's representations regarding business use are a material part of these Terms.

#19.4 UN CISG and equivalent

The United Nations Convention on Contracts for the International Sale of Goods (UN CISG) does not apply.

#20. Modifications to these Terms

SalesQL may update these Terms from time to time. SalesQL will notify the Customer of material updates by email or in-Service notification at least 30 days before the updated Terms take effect (or with such shorter period of notice as may be required by applicable law or to address security, regulatory or legal-compliance issues). Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If the Customer does not accept an update, the Customer's sole remedy is to terminate the Subscription as set out in Section 13.

#21. Miscellaneous

#21.1 Entire agreement

These Terms (together with the AUP, the Privacy Policy, the DPA, any Order, and any other policies or documents referenced herein) constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, communications and understandings, whether written or oral.

#21.2 Assignment

The Customer may not assign these Terms or any rights or obligations under them without SalesQL's prior written consent, except to a successor in interest in connection with a merger, acquisition, reorganisation or sale of all or substantially all of the Customer's business or assets, provided the successor agrees in writing to be bound by these Terms. SalesQL may assign these Terms without consent in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its business or assets.

#21.3 No agency

These Terms do not create any agency, partnership, joint venture or employment relationship between the parties.

#21.4 No third-party beneficiaries

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

#21.5 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

#21.6 Waiver

A failure or delay by a party to exercise any right or remedy is not a waiver of that or any other right or remedy.

#21.7 Headings

Headings are for convenience only and do not affect the interpretation of these Terms.

#21.8 English language

These Terms are drafted in English. Any translation is for convenience only; in case of conflict, the English version controls.

#22. Contact

For questions about these Terms:

• Email: legal@salesql.com
• Postal: SALESQL LTD, 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom