Terms and Conditions

Introduction

These website terms and conditions ("Terms") govern your access to and use of Automwrite's software platform and related services (the "Services"). By creating an account, starting a trial, purchasing a subscription, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services. If you use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case, "you" and "your" refers to that entity. If and to the extent we process personal data on your behalf as a business customer, the Data Processing Addendum at the end of these Terms forms part of these Terms.

About Us

The Services are provided by Automwrite Ltd ("Automwrite", "we", "us" or "our"), whose principal office is at 47 Southgate Street, Winchester SO23 9EH. Our support contact email is help@automwrite.co.uk.

Definitions

• "API Access" means the programmatic interface provided by Automwrite through which you may access the Services and features using authentication credentials (API Keys) issued by Automwrite.

• "Authorised User" means any person you authorise to access and use the Services under your account, subject to these Terms.

• "Billing Cycle" means the period for which you have paid for a subscription (for example monthly or annual), as selected during sign-up or as otherwise agreed.

• "Credits" means the usage units allocated to your subscription, which are consumed when you use the Services to generate letters, reports, meeting summaries, transcriptions, or other outputs. Credit allowances (if applicable) are determined by your Subscription Tier and Billing Cycle.

• "Customer Data" means all data you make available to Automwrite through the Services, including letter templates, investment portfolios, client agreements, client personal data, CRM records, chat conversations, audio recordings, transcriptions, workflow data, and information on funds.

• "Documentation" means any user manuals, technical manuals, and other materials provided by Automwrite describing installation, operation, use, or technical specifications of the Services.

• "Subscription" means your right to access and use the Services during the Subscription Term, subject to these Terms and payment of applicable fees.

• "Subscription Tier" means the subscription plan or tier you select (for example Platform, App Assistant or Enterprise), as described on our website and/or in your order.

• "Subscription Term" means the period during which you are entitled to access and use the Services under a Subscription, corresponding to the Billing Cycle selected by you (monthly or annual), together with any renewal periods.

• "Suggestions" means the automated reports, letters, insights, analysis outputs, chat responses, transcriptions, meeting notes/summaries, and other outputs generated by the Services, which are intended to assist you in your work but do not constitute financial advice.

• "Trial Period" means any initial period during which you may access and use the Services at no charge, as specified during sign-up. Trial Credits may be limited compared to paid Subscription Tiers.

The Services

The Services are designed to provide automated suggestions and insights to assist financial advisors and related professionals in their work. The Services do not constitute financial advice, legal advice or tax advice. You are solely responsible for any actions taken based on Suggestions and for ensuring your use of the Services complies with applicable laws and regulations.

Account Registration and Security

You may need to create an account to access the Services. You are responsible for maintaining the confidentiality of your account credentials (including administrative and user passwords) and for all activity that occurs under your account, whether or not authorised by you. You are responsible for ensuring that your systems and devices are compatible with the Services and for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.

Subscriptions, Trials, Fees and Payment

1. Subscription tiers and pricing
   • Subscription tiers, features, usage limits (including Credits, if applicable) and pricing are made available during sign-up and/or on our website. The scope of Services, features and functionality available to you depends on the Subscription Tier you select.
2. Trial Period
   • We may offer new customers a Trial Period at no charge. The duration of the Trial Period and the number of Trial Credits (if applicable) will be as specified during sign-up.
   • Each customer is entitled to one Trial Period only. We may terminate or modify a Trial Period at any time and for any reason. During a Trial Period, the Services are provided "as is" and we make no guarantees regarding availability or feature completeness.
3. Fees, invoicing and payment
   • If you purchase a subscription, you must pay the applicable subscription fees ("Subscription Fees") for your selected Subscription Tier and Billing Cycle.
   • All payments are in Pound Sterling (£) and are made via our online payment platform (currently Stripe, Inc.) or, where offered, to the bank account specified in an invoice.
   • Subscription Fees do not include any taxes, levies, duties or similar governmental assessments, or any bank or payment transaction fees. You are responsible for paying all such taxes and fees.
   • All Subscription Fees are due within 30 days of the invoice date (where invoiced) and are non-refundable, except as required by law.
   • If any invoiced amount is not received by the due date, we may charge late interest at the rate of 1.5% of the outstanding balance per month (or the maximum rate permitted by law), and you will reimburse us for all reasonable and documented costs incurred in collecting late payments or interest, including attorneys' fees, court costs and collection agency fees.
4. Changes to Subscription Fees
   • We may change Subscription Fees by giving at least 60 days' written notice. If you do not agree to the revised Subscription Fees, you may terminate your subscription in accordance with the termination section below.

Acceptable Use and Restrictions

You must not rent, lease, sub-license, loan, translate, sell, merge, adapt, vary, alter, modify, broadcast, redistribute, reproduce, or otherwise make available to the public (in any medium) the whole or any part of the Services, Content, or Documentation, nor permit these to be combined with or become incorporated in any other software, files or programs. You must not monetise the Services or the limited licence granted to you under these Terms unless expressly permitted by us in writing. You must not access or use the Services in a way that is not permitted under these Terms. You must protect the Services from misuse or unauthorised use and notify us as soon as you become aware of any unauthorised access or use. You must not use the Services in any way that infringes third-party rights (including intellectual property rights) or violates applicable laws (including data protection laws). You may not access or use the Services if you are a direct competitor of Automwrite, except with Automwrite's prior written consent. You may not access or use the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or architecture of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

API Access

We may provide API Access to the Services. API Keys are issued at our discretion and may be revoked at any time for breach of these Terms. You are responsible for maintaining the confidentiality and security of your API Keys and must not share, publish or disclose API Keys to any unauthorised third party. Activity conducted using your API Keys will be deemed authorised by you. API usage is subject to the same Credit allowances and usage limits that apply to your Subscription Tier. We may impose rate limits and other technical restrictions to ensure the stability and performance of the Services. You must not use the API to build a competing product or service, to scrape or bulk-extract data, or in any manner that could degrade the performance of the Services for other users.

Intellectual Property

Subject to these Terms, we grant you a limited, worldwide, time-limited, non-assignable and non-exclusive licence to access and use the Services for your internal business purposes during the Subscription Term. Except for the rights expressly granted to you, we and our licensors retain all right, title and interest in and to the Services and all intellectual property rights therein. You grant us a licence to use Customer Data to deliver the Services and, as described below, to improve and develop the Services and similar products and services. We may collect and analyse data and other information relating to the provision, use and performance of the Services (including information concerning Customer Data and data derived therefrom) and may use such information to improve and enhance the Services and for other development, diagnostic and corrective purposes, and may disclose such data solely in aggregate or other de-identified form.

Customer Data

By using the Services, you grant us and our licensors a worldwide, royalty-free, limited licence to use Customer Data: (a) to provide the Services to you; (b) to improve the quality of the Services; and (c) to support and develop features and functionality within the Services and similar products and services. We may use technologies such as machine learning models to train our algorithms on data provided by you. This section does not apply to your client data. We may process Customer Data for the purposes above through third-party service providers. By using the Services, you grant us permission to use third-party service providers to process Customer Data for such purposes. You may opt out of having your Customer Data used for such purposes by emailing us at the address specified in these Terms.

Confidentiality and Data Protection

Each party must treat the other party's confidential information with the same degree of care as it treats its own confidential information, but in no event less than reasonable care. Confidential information includes these Terms, the Services and Documentation, and other non-public proprietary information. We will comply with applicable data protection laws in handling personal data provided by you. We are registered with the UK Information Commissioner's Office (ICO registration 00011727535).

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AUTOMWRITE BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER AUTOMWRITE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL AUTOMWRITE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO AUTOMWRITE UNDER THESE TERMS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Disclaimer of Warranties

The Services and Documentation are provided "as is" and we disclaim all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage or trade practice. We do not warrant that the Services will meet your requirements, operate without interruption, be secure, accurate, complete, free of harmful code, or error-free. The Services are intended to provide Suggestions only; final business decisions and actions based on Suggestions are your responsibility.

Indemnification

You will indemnify, defend and hold harmless Automwrite (including its directors, employees, agents and contractors) from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or related to any breach by you of these Terms or your use of the Services.

Term and Termination

These Terms apply from the date you first accept them or begin using the Services and continue for as long as you use the Services or have an active Subscription. You may terminate your subscription by giving thirty (30) days' written notice to us. We may terminate your subscription by giving thirty (30) days' written notice to you. Either party may terminate for material breach if the breaching party fails to cure within 30 days of receiving notice, provided that failure to pay Subscription Fees when due may result in suspension or termination with immediate effect.

Service Levels

We do not guarantee any specific uptime or service level commitments. We will work diligently to address issues, bugs or downtime in a timely manner as the Services continue to evolve.

Changes to These Terms

We may update these Terms from time to time. If we make changes, we will post the updated Terms and update the "Last updated" date above. Where reasonably practicable, we will provide notice of material changes (for example by email or in-app notice). Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

Governing Law and Dispute Resolution

These Terms are governed by the laws of England and Wales. Any disputes arising out of or in connection with these Terms will be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (LCIA). Subject to the arbitration clause, the courts of England and Wales have exclusive jurisdiction to grant interim or injunctive relief and to enforce any arbitration award.

General

If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be deemed severed and the remaining provisions will remain in full force and effect. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. Notices to Automwrite should be sent to help@automwrite.co.uk.

Data Processing Addendum

This Data Processing Addendum ("DPA") forms part of these Terms where we process personal data on your behalf as a processor. This DPA applies where we process personal data on your behalf as a processor under UK GDPR and the UK Data Protection Act 2018. If and to the extent there is a conflict between this DPA and the rest of these Terms, this DPA prevails with respect to the Processing of Customer Personal Data. The annexes to this DPA (including Annex I and Annex II) are integral to this DPA and provide details about the Processing activities.

DPA Definitions

• "Addendum" means this Data Processing Addendum and all annexes attached thereto.

• "Customer Personal Data" means any Personal Data Processed by us on your behalf in delivering the Services under these Terms.

• "Contracted Processor" means a Subprocessor of data.

• "Applicable Data Protection Law" covers any applicable legislative or regulatory regime enacted by a recognised government, or governmental or administrative entity with the purpose of protecting the privacy rights of natural persons or households consisting of natural persons, including but not limited to: the UK Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.

• "GDPR" means the UK General Data Protection Regulation.

• "Subprocessor" means any person appointed by or on behalf of us to process Personal Data on your behalf in connection with these Terms.

• The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Our Responsibilities

1. When delivering the Services, we will:
   • Comply with all applicable Data Protection Laws in the Processing of Customer Personal Data;
   • Not Process Customer Personal Data other than as required to provide the Services or on your documented instructions.
2. In the event we reasonably believe that an instruction issued by you would violate any Applicable Data Protection Law, we will promptly notify you.
3. If we cannot comply with the terms of this DPA for whatever reason, we will promptly inform you of the inability to comply.
4. We undertake that, upon your request, we will cooperate with you to enable you to:
   • Comply with reasonable requests of access, rectification, and/or deletion of Personal Data arising from a Data Subject;
   • Enforce rights of Data Subjects under the Applicable Data Protection Law; and/or
   • Comply with all requests from a supervisory authority, including but not limited to in the event of an investigation.

Your Responsibilities

1. You undertake that you will ensure that your instructions, your use, and any other processing of Personal Data provided by us will comply with all Applicable Data Protection Laws, regulations, and rules applicable in relation to the Data made available by you.
2. You will be solely responsible for:
   • The accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data;
   • Complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data (UK GDPR and UK Data Protection Laws);
   • Ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with these Terms (including this DPA);
   • Ensuring that instructions to us regarding the processing of Personal Data comply with applicable laws, including Data Protection Laws;
   • Informing us without undue delay if you are not able to comply with your responsibilities under this section or applicable Data Protection Laws.
3. You are solely responsible for independently determining whether the data security provided in the Services adequately meets your obligations under applicable Data Protection Laws.
4. You will also ensure that the processing of Personal Data in accordance with your instructions will not cause or result in us or you breaching any laws, rules, or regulations.
5. You undertake that you will use the Services in compliance with the applicable laws and regulations, including obtaining lawful consent as required by the applicable laws. You assume full liability for collecting and processing Personal Data in compliance with the applicable laws.
6. You instruct us to process your Customer Personal Data.
7. You warrant that you have legal grounds under the Data Protection Legislation to process Personal Data for all Data Subjects whose Personal Data is processed by us as part of the provision of the Services.
8. You will promptly notify us where you become aware that any Personal Data which is processed as part of the provision of the Services is inaccurate, out-of-date or incomplete and will promptly provide us with correct, up-to-date and full Personal Data in that event.
9. The Parties each acknowledge that the subject matter, duration of processing, nature, and purpose of processing, categories of Data Subjects, and the types of Personal Data being processed are as detailed in Annex I and Annex II to this DPA.
10. You acknowledge and agree that we may use aggregated, anonymized, or de-identified data derived from Client Data to develop insights, analytics, and reports for the purpose of improving the Software, developing new features or services, and for other business purposes. We shall ensure that any such use does not identify you or any individual and complies with applicable Data Protection Laws.

Our Personnel

We shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of any Contracted Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Customer Personal Data, as strictly necessary for the purposes of these Terms, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Our Security

Taking into account industry best practices, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we shall in relation to the Customer Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security we shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

Sub-Processing

• You hereby provide us with general written authorization to engage Subprocessors to access and process Personal Data.

• We will impose contractual obligations on our Subprocessors, and contractually obligate our Subprocessors to impose contractual obligations on any further subcontractors which they engage to process Personal Data, which provide the same level of data protection for Personal Data in all material respects as the contractual obligations imposed in this DPA.

• We will notify you at least 7 (seven) days in advance (by email and by notice in the Service) of any changes to the list of Subprocessors in place.

• You may reasonably object to our use of a new Subprocessor (e.g., if making Personal Data available to the Subprocessor may violate applicable Data Protection Law or weaken the protections for such Personal Data) by notifying us promptly in writing within seven (7) business days after receipt of our notice.

• Such notice shall explain the reasonable grounds for the objection. In the event you object to a new Subprocessor, as permitted in the preceding sentence, we will use commercially reasonable efforts to make available to you a change in the Services or recommend a commercially reasonable change to your configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Subprocessor without unreasonably burdening you. If we are unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, either party may terminate without penalty the applicable Subscription with respect only to those Services that cannot be provided by us without the use of the objected-to new Subprocessor by providing written notice to the other party. We will not refund any prepaid fees covering the remainder of the term of such Subscription following the effective date of termination with respect to such terminated Services.

Data Subject Rights

1. Taking into account the nature of the Processing, we shall assist you by implementing appropriate technical and organisational measures, for the fulfilment of your obligations, as reasonably understood by us, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
2. We shall:
   • Promptly notify you if we receive a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data;
   • Ensure that we do not respond to that request except on your documented instructions or as required by Applicable Laws to which we are subject, in which case we shall to the extent permitted by Applicable Laws inform you of that legal requirement before we respond to the request.

Personal Data Breach

• In the event of a Personal Data Breach arising during the provision of the Services by us, we shall:

• Notify you about the Breach without undue delay, and in any event no later than seventy-two (72) hours after becoming aware of the Personal Data Breach;

• Provide a description of the nature of the breach, the categories and approximate number of Data Subjects affected, the categories and approximate number of data records affected, the likely consequences of the Breach, and the risks to affected Data Subjects; promptly update you as additional relevant information becomes available;

• Take all actions as may be required by Applicable Data Protection Law;

• Maintain records of all information relating to the Breach, including the results of our own investigations and authorities' investigations as well as remedial actions taken.

Data Protection Impact Assessment and Prior Consultation

We shall provide reasonable assistance to you with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

Deletion or Return of Customer Personal Data

Subject to this section, we shall promptly and in any event within ninety (90) calendar days of the date of cessation of any Services involving the Processing of Customer Personal Data (the "Cessation Date"), delete and/or procure the deletion of all copies of Customer Personal Data except as required by us to satisfy our business and legal obligations. This section does not affect our rights to use non-personal customer data for our own purposes as specified in these Terms.

Audit Rights

• Subject to this section, we shall make available to you on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by you or an auditor mandated by you in relation to the Processing of the Personal Data by the Subprocessors. Information and audit rights only arise under this section to the extent that these Terms do not otherwise give you information and audit rights meeting the relevant requirements of Data Protection Law.

• You shall give us reasonable prior written notice, not fewer than twenty-eight (28) business days in advance, of any audit or inspection to be conducted under this section and shall use (and ensure that each of your mandated auditors uses) best efforts to avoid causing any damage, injury, or disruption to us.

• You and we shall mutually agree upon the scope, timing, and duration of the audit or inspection and any reimbursement of expenses for which you shall be responsible.

• The scope of audit rights does not extend to physical premises where the Personal Data is processed.

International Data Transfers

You provide us with general written authorization to transfer Personal Data outside of the UK or to a jurisdiction that does not have adequacy status provided that we comply with the UK GDPR's international transfer rules and rely on an appropriate mechanism under article 46 of the UK GDPR.

DPA General Terms

• Each party must keep this DPA and information it receives about the other party and its business in connection with this DPA confidential and must not use or disclose that information without the prior written consent of the other party except to the extent that:

• All notices and communications given under this DPA must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in these Terms (or such other address as notified from time to time by the parties changing address).

DPA Governing Law and Dispute Resolution

This DPA is governed by the governing law and dispute resolution provisions in clause 17 of these Terms.

DPA Liability

• The liability of each party under this DPA is subject to the exclusions and limitations of liability set out in these Terms.

• You (as Data Controller) warrant that you indemnify, and shall keep indemnified, us (as Data Processor) against any liability, costs, expenses, losses, claims, or proceedings whatsoever arising under any statute, law, regulation, or at common law or for breach of contract arising out of, in connection with any act, omission or default of us, our staff, agents or subcontractors in relation to the Data, except in so far as such damages or injury shall be due to any gross negligence of us.

Annex I: List of Parties

Annex I: Description of Transfer

Categories of Customer Personal Data transferred: Personal data of individuals to whom you provide your own services such as financial advice. Sensitive Data transferred (if applicable): No The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Customer Personal Data may be transferred on a continuous basis until it is deleted in accordance with this DPA. Nature of the processing: The Data Processing of the Personal Data is conducted for delivering the Services under these Terms and shall include, but shall not be limited to, the following types of processing: - collection; - recording; - organisation; - structuring; - storage; - adaption or alteration; - retrieval; - consultation; - use; - disclosure by transmission, dissemination, or otherwise making available; - alignment or combination; - restriction; - erasure; or - destruction. Purpose(s) of the data transfer and further processing: We shall process your Customer Personal Data in order to provide the Services under these Terms. The Data Processing will last for the duration of the Subscription and this DPA and for any such period after the expiry or termination of such agreements to allow us to comply with our legal obligations and return or delete the Customer Personal Data in accordance with this DPA. The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period: For the duration of the Subscription until deletion in accordance with the provisions of this DPA. For transfers to (Sub)-processors, also specify the subject matter, nature, and duration of the processing: As above.

Annex II: List of Sub-Processors

• AWS EMEA SARL – Cloud infrastructure hosting

• OpenAI OpCo, LLC – Language model processing for letter generation

• Anthropic PBC – Language model processing for letter generation

• Clerk.com, Inc. – User authentication and identity management

• Stripe, Inc. – Payment processing

• AssemblyAI, Inc. – Audio transcription services

• MeetingBaas, Inc. – Audio calendar integration services