SaaS Terms and Conditions — Bohio Real Estate Financial Modelling Platform

THESE TERMS apply to the use of the Platform and related Services. They are intended for customers using the Platform for business, professional, educational or training purposes, including individual analysts, consultants, sole traders, freelancers, students and business users.

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1 Interpretation

1.1 In these Terms, unless the context otherwise requires:

1.2 In these Terms, references to clauses and Schedules are to the clauses of and schedules to these Terms, and the Schedules form part of these Terms.

1.3 A reference to writing includes email and notices given through the Platform. Words in the singular include the plural and vice versa. A reference to a person includes an individual, company, partnership, limited liability partnership and unincorporated body.

1.4 Examples introduced by words such as including, in particular or for example are illustrative and do not limit the general wording to which they relate.

2 Contracting model and acceptance

2.1 These Terms form a legally binding contract between the Supplier and the Customer. The Customer accepts these Terms when the Customer creates an Account, ticks the acceptance checkbox, starts a Free Trial, submits payment details, pays for a Plan or otherwise accesses the Platform after being presented with these Terms.

2.2 The Platform is intended primarily for business, professional, consultancy, educational and training use. A person who uses the Platform for business, professional, consultancy, employment, sole trader, freelance or student project purposes is treated as a Business User to the fullest extent permitted by law.

2.3 The Supplier may make the Platform available to Consumers where the Order Journey allows that use. Nothing in these Terms excludes or limits any mandatory rights that a Consumer has under applicable consumer protection law.

2.4 The Customer is responsible for ensuring that each User complies with these Terms. Any act or omission of a User in connection with the Platform is treated as an act or omission of the Customer.

2.5 If a User accesses the Platform on behalf of an organisation, employer, client or other principal, the User confirms that the User has authority to bind that person to these Terms. If the User does not have that authority, the User is personally responsible for compliance with these Terms.

2.6 The Supplier may update the Order Journey, Website copy, Plan descriptions, feature descriptions and Documentation from time to time. If there is an inconsistency between these Terms and the Order Journey, these Terms shall prevail, except to the extent the Order Journey expressly states that a specific commercial term is intended to override these Terms.

3 Platform description and permitted use

3.1 The Platform enables Customers and Users to rework, create, modify and export real estate financial models and related documents with assistance from Artificial Intelligence Technology and other automated functionality.

3.2 At launch, the Platform may process Excel financial models and similar spreadsheets, including cashflow models, deal capital structure models, pro forma profit and loss models and project cost models. The Supplier may add, remove, limit, modify or replace features, supported file types, export formats, usage limits, workflows, integrations and model capabilities from time to time.

3.3 The Customer may use the Platform and Outputs for internal business analysis, consultancy work, student work, professional work, client deliverables, investor materials, investment committee materials, fundraising materials and lender materials, subject always to these Terms and the obligation to verify Outputs independently.

3.4 The Customer shall not use the Platform as a substitute for Professional Advice, independent financial modelling review, valuation advice, regulated investment advice, legal review, tax advice, lender due diligence, surveyor review or other professional judgement.

3.5 The Supplier may provide beta, trial, early access or experimental features. Such features may be incomplete, less reliable, modified without notice, withdrawn at any time and subject to additional warnings or limitations.

4 Accounts and access

4.1 Accounts are created automatically through the Platform. Access is normally granted immediately after sign-up, payment or activation of a Free Trial, subject to any technical, payment, security or legal checks that the Supplier may apply.

4.2 The Customer shall ensure that all Account information is accurate, complete and kept up to date.

4.3 Accounts are single-user accounts unless the relevant Plan expressly permits multiple Users, workspaces, collaboration, invitations or seat-based access.

4.4 The Customer shall keep login credentials secure and confidential. The Customer shall not share login credentials, allow unauthorised access, transfer an Account, sell access to the Platform or use another person's Account.

4.5 The Customer shall notify the Supplier promptly if the Customer suspects unauthorised access to an Account or any security incident affecting the Platform or Customer Content.

4.6 The Supplier may suspend or restrict an Account where reasonably necessary to address non-payment, misuse, security risk, suspected breach, legal risk, regulatory risk, operational risk, excessive usage or use of the Platform contrary to these Terms.

5 Plans, Fees, renewals and credits

5.1 The Plans, Fees, usage limits, credit allowances, credit prices and Plan features are as stated in the Order Journey or on the Website when the Customer subscribes, subject to these Terms.

5.2 Unless the Order Journey states otherwise, paid business-to-customer Plans are monthly subscriptions, currently expected to include a free test tier, a lower paid tier and a higher paid tier, with the option to purchase additional usage credits.

5.3 Prices are displayed inclusive of value added tax or other applicable sales taxes unless the Order Journey states otherwise.

5.4 The Customer authorises the Supplier and its payment processor to take payment of Fees using the payment method provided by the Customer. The Supplier currently expects to use Airwallex as payment processor and may replace or add payment processors at any time.

5.5 Unless the Order Journey states otherwise, paid subscriptions renew automatically at the end of each Subscription Period and the Customer will be charged the applicable Fees for the next Subscription Period.

5.6 The Customer may cancel a subscription through the Platform or by any other cancellation method made available by the Supplier. Unless mandatory law requires otherwise, cancellation takes effect at the end of the then-current paid Subscription Period or, if the Order Journey expressly allows immediate cancellation, at the time shown in the cancellation process.

5.7 The Supplier may change Plan features, usage limits, credit arrangements and Fees from time to time. Changes to Fees for an existing paid subscription shall not take effect until the next renewal date unless the Customer agrees otherwise or the change is beneficial to the Customer.

5.8 If payment fails or is reversed, the Supplier may suspend, downgrade or terminate access, withhold additional usage credits, prevent exports, delete or restrict Accounts and recover unpaid amounts as a debt.

5.9 Usage credits may be subject to expiry dates, usage caps, fair use limits, technical limits, abuse controls and Plan-specific restrictions described in the Order Journey or Documentation.

6 Free Trials, beta access and promotional offers

6.1 The Supplier may offer a Free Trial, beta access, early adopter account, waitlist, invite-only access, promotional code or other promotional arrangement.

6.2 Unless the Order Journey states otherwise, a Free Trial lasts for one (1) week and is provided to allow the Customer to test the Platform before paid use.

6.3 The Supplier may withdraw, limit, modify or end a Free Trial or promotional offer at any time where reasonably necessary for operational, legal, security, abuse prevention or commercial reasons.

6.4 Free Trials and beta features are provided without any commitment that the Platform will remain available, that any feature will become generally available, or that Customer Content or Outputs generated during the Free Trial will remain accessible after the Free Trial ends.

6.5 The Supplier may require payment details before or during a Free Trial. If the Order Journey states that a paid subscription will start automatically after the Free Trial, the Supplier shall provide the information required by applicable law before the Customer is charged.

7 Consumer cancellation rights and refunds

7.1 Where the Customer is a Consumer, the Customer may have statutory cancellation rights in relation to digital content, digital services, subscription contracts or distance contracts. These Terms do not exclude or limit those mandatory rights.

7.2 Where the Customer asks for immediate access to digital content or digital services during any statutory cancellation period, the Customer agrees that the Supplier may begin supplying the Services immediately. The Order Journey should obtain any express consent and acknowledgement required by applicable law in relation to immediate performance and any effect on cancellation rights.

7.3 If a Consumer cancels in accordance with a mandatory statutory right, the Supplier shall provide any refund required by applicable law. The Supplier may make any deduction or charge permitted by applicable law for Services, digital content, credits or benefits supplied before cancellation.

7.4 Except as required by mandatory law or expressly stated in the Order Journey, Fees are non-refundable, including for unused periods, unused credits, mistaken purchases, dissatisfaction with an Output, downtime, failed processing jobs or promotional offers.

7.5 Business Users are not entitled to consumer cancellation rights. A Business User's only cancellation rights are those expressly set out in these Terms, the Order Journey or mandatory law.

7.6 If the Platform is marketed or supplied in a country other than the United Kingdom, the Customer may have local mandatory rights. These Terms apply subject to any local mandatory rights that cannot lawfully be excluded.

8 Customer Content

8.1 The Customer is responsible for all Customer Content and for deciding whether Customer Content is suitable to be uploaded to, processed by or used with the Platform.

8.2 The Customer warrants that the Customer has all rights, permissions, licences, consents and authority necessary to upload, submit, process and use Customer Content through the Platform and to allow the Supplier and its Third Party Services to process Customer Content in accordance with these Terms.

8.3 The Customer shall not upload any Customer Content that is unlawful, infringing, malicious, corrupt, defamatory, discriminatory, regulated beyond the intended scope of the Platform, or confidential to a third party unless the Customer has authority to do so.

8.4 The Customer acknowledges that real estate project documents may include commercially sensitive information, deal structures, project details, client information, assumptions, financing data and other confidential material. The Customer is responsible for checking that the Platform is appropriate for the relevant sensitivity level and for applying any internal or client approvals required before upload.

8.5 The Supplier does not claim ownership of Customer Content. The Customer grants to the Supplier a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, analyse, display and otherwise use Customer Content to provide, maintain, secure, support, troubleshoot, improve and develop the Platform and related Services.

8.6 The Supplier may use Customer Content, prompts, extracted data, usage data and Outputs to test, train, fine-tune, evaluate, improve and develop Artificial Intelligence Technology and the Platform, unless the Order Journey or a separate written agreement states that a different training or opt-out arrangement applies.

8.7 The Supplier may process Customer Content using Third Party Services, including artificial intelligence application programming interfaces, large language model providers, hosting providers and payment providers. The Supplier currently expects to use Claude application programming interface services and Vercel hosting, and may replace or add Third Party Services from time to time.

8.8 The Supplier may transfer Customer Content, usage data and Outputs outside the United Kingdom, the European Economic Area or the Customer's country where reasonably necessary to provide, maintain, secure, improve or develop the Platform, subject to any mandatory data protection requirements that apply.

8.9 The Supplier may retain Customer Content, extracted data, Outputs, usage logs and Account data for as long as reasonably required for the purposes described in these Terms, unless a shorter retention period is required by applicable law or agreed in writing.

8.10 If the Platform allows deletion, the Customer may delete Customer Content and Outputs through the Platform. Deletion may not immediately remove backup copies, logs, derived data, aggregated data, audit records, legal records or copies retained by Third Party Services, but the Supplier shall apply its ordinary deletion processes.

9 Outputs, verification and reliance

9.1 Outputs are generated or assisted by automated technology and depend on Customer Content, prompts, assumptions, source-document quality, spreadsheet structure, available data, Platform configuration and the limitations of Artificial Intelligence Technology.

9.2 The Customer acknowledges that Outputs may be inaccurate, incomplete, inconsistent, unsuitable, out of date, commercially inappropriate, mathematically wrong, based on incorrect assumptions, or capable of being interpreted as investment, valuation, tax, legal, financial, lending or other Professional Advice.

9.3 The Supplier does not review, approve, verify, audit, validate or certify Customer Content or Outputs unless expressly agreed in a separate written agreement.

9.4 The Customer shall independently review, test, audit and verify all Outputs before relying on them, sharing them, presenting them to investors, lenders, clients or committees, or using them for any commercial, financial, legal, investment, valuation or professional purpose.

9.5 Without limitation, the Customer shall check all projected returns, internal rates of return, net present values, yields, valuations, development margins, sensitivity analysis, project costs, capital structures, cashflows, formulas, links, assumptions, references and source data.

9.6 The Platform is a decision-support tool only. It does not provide Professional Advice and does not replace qualified professional judgement.

9.7 The Customer is solely responsible for decisions, actions, omissions, presentations, recommendations, investments, transactions, client deliverables, lender submissions and investor materials that are based on or use Outputs.

9.8 The Customer shall not state or imply that the Supplier has endorsed, approved, verified or certified any Output unless the Supplier has expressly agreed that in writing.

10 Artificial Intelligence Technology and third-party technology

10.1 The Platform uses Artificial Intelligence Technology and Third Party Services. The same or similar Customer Content may produce different Outputs on different runs, depending on prompts, settings, model behaviour, product changes and third-party systems.

10.2 The Supplier does not warrant that Artificial Intelligence Technology will be deterministic, error-free, uninterrupted, explainable, free from hallucinations, unbiased, complete or suitable for any particular use case.

10.3 The Supplier may replace, add, remove or modify Third Party Services, models, prompts, workflows, providers, hosting services, analytics services, support tools and security tools at any time.

10.4 The Supplier may impose, modify or remove limits on file size, file type, number of models, number of projects, usage credits, processing time, prompts, exports, downloads, collaboration features and model complexity.

10.5 The Supplier may throttle, queue, reject, block, suspend, fail or re-run processing jobs where reasonably necessary for technical, security, abuse prevention, legal, regulatory, operational or capacity reasons.

10.6 Third Party Services may be subject to their own terms, policies, availability, security controls, usage restrictions and processing practices. The Supplier is not responsible for acts or omissions of Third Party Services except to the extent required by mandatory law.

11 Acceptable use

11.1 The Customer shall use the Platform only in accordance with these Terms, the Documentation, applicable law and any usage limits or acceptable use requirements notified by the Supplier.

11.2 The Customer shall not: (a) use the Platform unlawfully; (b) infringe any Intellectual Property Rights or confidentiality rights; (c) upload malicious code or harmful files; (d) scrape, harvest, crawl, spider or extract data from the Platform except through permitted export functionality; (e) reverse engineer, decompile, disassemble or attempt to derive source code except to the extent permitted by mandatory law; (f) conduct security testing without permission; (g) benchmark the Platform for competitive purposes; (h) create accounts automatically or in bulk; (i) resell, sublicense, rent, lease, white label, timeshare or otherwise commercially exploit the Platform itself; (j) bypass usage limits or payment controls; or (k) interfere with the security, integrity, availability or performance of the Platform.

11.3 The Customer shall not upload personal data, special category personal data, highly sensitive regulated data, third-party confidential information, client information or proprietary materials unless the Customer has authority to do so and has satisfied itself that the Platform is appropriate for that material.

11.4 The Customer may use Outputs for client work and consultancy deliverables, but remains solely responsible for the accuracy, suitability and use of those Outputs.

11.5 The Supplier may suspend, restrict or terminate access where it reasonably suspects breach of this clause, misuse, security risk, non-payment, legal risk, regulatory risk or conduct that may expose the Supplier or any other person to liability or reputational harm.

12 Intellectual Property Rights

12.1 All Intellectual Property Rights in and to the Platform, software, templates, workflows, prompts, models, know-how, Documentation, Website, branding and underlying technology are owned by or licensed to the Supplier.

12.2 Subject to the Customer's compliance with these Terms and payment of all applicable Fees, the Supplier grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform during the Subscription Period for the permitted purposes set out in these Terms.

12.3 As between the parties, the Customer retains ownership of Customer Content.

12.4 As between the parties, and subject to the Supplier's rights in the Platform and underlying technology, the Customer may use, modify, export, brand, distribute and commercialise Outputs generated for the Customer, provided that the Customer complies with these Terms and does not misrepresent the Supplier's role or the reliability of the Outputs.

12.5 No rights are granted to the Customer except as expressly set out in these Terms. The Customer shall not copy, reproduce, adapt, modify, create derivative works from, distribute or commercially exploit the Platform, Documentation, templates, prompts, models, workflows or software except as expressly permitted by these Terms.

12.6 The Customer grants to the Supplier a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit any suggestions, ideas, feedback, error reports or recommendations provided by or on behalf of the Customer or any User relating to the Platform, without restriction and without any obligation to account.

13 Confidentiality and security

13.1 Each party shall keep the other party's Confidential Information confidential and shall not use or disclose it except as permitted by these Terms.

13.2 The Supplier shall treat non-public Customer Content and Outputs as the Customer's Confidential Information, subject to the Supplier's rights to process and use them under these Terms.

13.3 The Customer shall treat non-public information about the Platform, including unreleased features, security information, pricing not publicly available, product roadmaps, prompts, workflows and technical information, as the Supplier's Confidential Information.

13.4 A party may disclose Confidential Information to its personnel, professional advisers, contractors and service providers who need to know it for the purposes of these Terms, provided that the party remains responsible for that disclosure.

13.5 A party may disclose Confidential Information where required by law, a court, regulator, stock exchange, tax authority or governmental authority, provided that it gives the other party prompt notice where legally permitted.

13.6 The Supplier shall use reasonable endeavours to maintain administrative, technical and organisational measures designed to protect the Platform, but the Customer acknowledges that no online service can be guaranteed to be completely secure.

13.7 Unless mandatory law requires otherwise, the Supplier does not commit to a specific security standard, backup standard, disaster recovery standard, support response time or incident notification period for business-to-customer Plans.

14 Data protection

14.1 The parties acknowledge that separate privacy, cookie and data protection materials may be required and may be prepared separately.

14.2 The Customer shall not upload personal data unless the Customer has authority to do so and has complied with all applicable data protection laws.

14.3 The Supplier may process Account data, payment data, usage data and any personal data within Customer Content in accordance with its privacy notice and applicable data protection laws.

14.4 Where a Business User uploads personal data on behalf of a client, employer or other third party, the Customer is responsible for determining whether a data processing addendum, data sharing agreement or other data protection arrangement is required before uploading that personal data.

14.5 If the Supplier and Customer enter into a separate data processing addendum, that addendum shall apply to processing of personal data within its scope and shall prevail over this clause to the extent of conflict.

14.6 The Customer acknowledges that data protection roles may differ between Account administration, payment processing, customer support, product analytics, Customer Content processing, model training, security logging and legal compliance.

15 Support, maintenance and availability

15.1 The Platform is provided on an as is and as available basis for business-to-customer Plans, subject to any mandatory Consumer rights that apply.

15.2 The Supplier does not provide any uptime commitment, service level, guaranteed support response time or maintenance window for business-to-customer Plans unless expressly stated in the Order Journey.

15.3 The Customer may contact the Supplier through any support email, WhatsApp number, help page or other contact route made available by the Supplier from time to time. The Supplier is not obliged to provide support outside any support arrangements expressly stated in the Order Journey.

15.4 The Supplier may carry out planned downtime, emergency downtime, maintenance, updates, upgrades, patches, security work and infrastructure changes at any time.

15.5 The Supplier may modify, suspend, discontinue, withdraw or replace features, Free Trials, beta access, integrations, exports, collaboration tools, usage credits, Plans or the Platform generally, subject to any mandatory law and any rights expressly stated in these Terms.

15.6 The Supplier is not responsible for unavailability, delay, loss or failure caused by Third Party Services, hosting providers, payment providers, artificial intelligence providers, internet service providers, Customer systems, User devices or events outside the Supplier's reasonable control.

16 Term, cancellation, suspension and termination

16.1 The contract starts when the Customer accepts these Terms and continues until terminated in accordance with these Terms.

16.2 Each paid subscription starts when payment is accepted or the relevant Plan is activated and continues for the Subscription Period unless cancelled or terminated earlier in accordance with these Terms.

16.3 The Customer may cancel at any time through the Platform or any cancellation method made available by the Supplier. Cancellation does not affect any Fees already paid or due unless mandatory law requires otherwise.

16.4 The Supplier may suspend or terminate access immediately where the Customer or any User breaches these Terms, uses the Platform unlawfully, creates legal or regulatory risk, fails to pay Fees, creates security risk, misuses the Platform, infringes rights, uploads unauthorised material or otherwise acts in a way that may harm the Supplier, the Platform or any third party.

16.5 The Supplier may terminate or discontinue any Free Trial, beta access, promotional access, Plan or the Platform on notice through the Platform, Website or email where reasonably necessary for operational, legal, technical, security or commercial reasons.

16.6 On termination or expiry, the Customer's right to access and use the Platform ends. The Supplier may disable the Account, prevent further processing, disable exports, delete Customer Content and Outputs, and retain any data that it is permitted or required to retain under these Terms or applicable law.

16.7 Unless the Platform or Order Journey states otherwise, the Customer is not entitled to a post-termination export period and should export any required Outputs before cancelling or allowing a subscription to end.

16.8 Clauses relating to interpretation, Fees due, Customer Content licences, Artificial Intelligence Technology, Output reliance, acceptable use, Intellectual Property Rights, confidentiality, data protection, liability, indemnities, termination consequences, governing law and any other provisions intended to survive shall survive termination or expiry.

17 Warranties and disclaimers

17.1 The Supplier warrants that it has the right to provide the Platform under these Terms.

17.2 For Consumers only, the Supplier provides the Platform subject to the statutory rights that cannot lawfully be excluded, including any mandatory rights relating to digital content and services.

17.3 For Business Users, the Supplier excludes all warranties, representations, conditions and terms that are not expressly set out in these Terms to the fullest extent permitted by law.

17.4 Without limitation, the Supplier does not warrant that the Platform or any Output will be accurate, complete, reliable, uninterrupted, secure, error-free, suitable for any particular transaction, suitable for any investment decision, compliant with any regulatory requirement, or capable of producing any financial, commercial, tax, legal, lending or valuation outcome.

17.5 The Customer is responsible for ensuring that the Platform is suitable for the Customer's intended use and that all Outputs are independently verified before use or reliance.

18 Liability

18.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of any statutory right that cannot lawfully be limited or excluded, or any other liability that cannot lawfully be limited or excluded.

18.2 For Consumers, nothing in these Terms affects mandatory statutory rights or any liability that cannot lawfully be excluded or restricted under consumer protection law.

18.3 Subject to clauses 17.1 and 17.2, the Supplier shall not be liable for: (a) loss of profits; (b) loss of revenue; (c) loss of business; (d) loss of opportunity; (e) loss of anticipated savings; (f) loss of goodwill; (g) loss of reputation; (h) loss or corruption of data; (i) investment losses; (j) loss arising from reliance on Outputs; (k) loss arising from inaccurate assumptions, source data, formulas or Customer Content; (l) loss arising from client, investor, lender, committee or third-party use of Outputs; or (m) indirect or consequential loss.

18.4 Subject to clauses 17.1 and 17.2, the Supplier's total aggregate liability arising under or in connection with these Terms shall not exceed the greater of: (a) the Fees paid by the Customer to the Supplier for the relevant Plan in the twelve (12) months before the event giving rise to the claim; and (b) one hundred pounds sterling (£100).

18.5 For Free Trials, beta access, free test tiers and promotional accounts, and subject to clauses 17.1 and 17.2, the Supplier's total aggregate liability shall not exceed one hundred pounds sterling (£100).

18.6 The limitations and exclusions in these Terms are a material part of the allocation of risk between the parties and reflect the nature of the Platform, the Fees, the availability of Free Trials and the Customer's obligation to verify Outputs independently.

19 Customer indemnity

19.1 The Customer shall indemnify the Supplier against all losses, liabilities, damages, costs, claims and expenses suffered or incurred by the Supplier arising out of or in connection with: (a) Customer Content uploaded without sufficient rights, permissions or authority; (b) infringement of third-party rights by Customer Content or the Customer's use of Outputs; (c) breach of confidentiality owed to a third party; (d) breach of law by the Customer or any User; (e) misuse of the Platform; (f) client, investor, lender or third-party claims arising from the Customer's use, sharing or commercialisation of Outputs; and (g) any breach of clauses 7, 8, 10 or 11.

19.2 The Supplier shall take reasonable steps to mitigate any loss for which it seeks recovery under clause 18.1.

19.3 This clause does not require a Consumer to indemnify the Supplier to an extent that would be unfair or unenforceable under applicable consumer protection law.

20 Notices and complaints

20.1 The Customer may contact the Supplier using the email address or other contact route made available in the Order Journey, Website or Platform. The currently nominated email address for formal notices is mb@jeddahsicon.com unless the Supplier notifies another address.

20.2 Notices from the Supplier may be given by email, through the Platform, through the Website, during the Order Journey or by other reasonable electronic means.

20.3 A notice sent by email is deemed received at the time of transmission, provided that no delivery failure message is received. A notice given through the Platform or Website is deemed received when made available to the Customer.

20.4 Complaints may be submitted by email or through any WhatsApp, help desk or support route made available by the Supplier. The Supplier shall consider complaints in good faith but does not commit to any specific complaints process unless required by mandatory law.

21 Changes to these Terms

21.1 The Supplier may update these Terms from time to time by making the updated Terms available through the Website, Platform, Order Journey or email.

21.2 Where a change is material and adversely affects an existing paid Customer, the Supplier shall use reasonable endeavours to notify the Customer before or when the change takes effect, unless immediate change is reasonably necessary for legal, regulatory, security, operational or abuse prevention reasons.

21.3 If the Customer does not agree to updated Terms, the Customer must stop using the Platform and cancel any subscription. Continued use of the Platform after updated Terms are made available constitutes acceptance of those updated Terms to the extent permitted by law.

21.4 No change to these Terms shall affect mandatory Consumer rights that cannot lawfully be excluded or limited.

22 General

22.1 The Customer may not assign, transfer, charge, declare a trust over or otherwise deal with any rights or obligations under these Terms without the Supplier's prior written consent.

22.2 The Supplier may assign, transfer, subcontract, delegate or otherwise deal with its rights and obligations under these Terms to any affiliate, group company, purchaser of its business, successor, service provider or contractor, provided that this does not materially reduce any mandatory rights of a Consumer.

22.3 No failure or delay in exercising any right or remedy under these Terms operates as a waiver of that right or remedy.

22.4 If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision shall be deemed deleted without affecting the remaining provisions.

22.5 A person who is not a party to these Terms shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

22.6 These Terms, together with the Order Journey and any documents expressly incorporated by reference, constitute the entire agreement between the Supplier and the Customer in relation to the Platform. This clause does not limit or exclude liability for fraud.

23 Governing law and jurisdiction

23.1 These Terms and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with them or their subject matter or formation are governed by the law of England and Wales.

23.2 Subject to any mandatory rights of Consumers to bring claims in another court or jurisdiction, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with these Terms or their subject matter or formation.

23.3 Where the Platform is offered, marketed or made available in Saudi Arabia, Italy or any other territory, these Terms apply subject to any local mandatory laws that cannot lawfully be excluded by contract.

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Schedule 1 — Product, Plans and Commercial Particulars

Schedule 2 — Acceptable Use Requirements

1 General conduct

1.1 The Customer shall use the Platform responsibly, lawfully and only for the purposes permitted by these Terms.

1.2 The Customer shall not use the Platform to create, process, publish or share unlawful, infringing, misleading, defamatory, malicious, discriminatory or harmful material.

1.3 The Customer shall not use the Platform in a way that damages or may damage the Supplier's reputation, goodwill, systems, security, legal position or relationship with any Third Party Service.

2 Technical restrictions

2.1 The Customer shall not attempt to gain unauthorised access to the Platform, other accounts, infrastructure, models, prompts, source code, non-public features, APIs or Third Party Services.

2.2 The Customer shall not introduce viruses, worms, trojans, ransomware, logic bombs, corrupted files or other harmful code.

2.3 The Customer shall not overload, flood, spam, scrape, crawl, harvest, benchmark, probe, scan, penetration test or stress test the Platform without the Supplier's prior written consent.

3 Commercial restrictions

3.1 The Customer shall not resell, lease, rent, sublicense, white label, timeshare or otherwise commercially exploit access to the Platform itself.

3.2 The Customer shall not use the Platform to build, train or improve a competing product or service, except to the extent such restriction is prohibited by mandatory law.

3.3 The Customer may use Outputs for client work and professional deliverables only in accordance with these Terms and subject to independent verification.

Schedule 3 — Artificial Intelligence and Modelling Disclaimer

1 Output limitations

1.1 Outputs are generated or assisted by automated systems and may contain errors, omissions, false statements, formula errors, broken links, inappropriate assumptions, inconsistent results or misleading conclusions.

1.2 The Platform may not detect defects in Customer Content, including errors in source documents, hidden spreadsheet issues, circular references, incorrect formulas, missing tabs, inconsistent assumptions or incomplete data.

1.3 Outputs may appear plausible even when they are wrong. The Customer must not rely on an Output merely because it is presented confidently or in a professional format.

2 No professional advice

2.1 The Platform does not provide investment advice, valuation advice, financial advice, tax advice, legal advice, lending advice, credit advice, mortgage advice, accounting advice or any other Professional Advice.

2.2 Outputs are not recommendations to buy, sell, finance, lend, invest, develop, dispose of, value or otherwise act in relation to any real estate asset, project, company, security, loan or investment.

2.3 Before using Outputs for investor presentations, fundraising, lending applications, client deliverables, investment committee materials or transaction decisions, the Customer must obtain appropriate independent review by qualified professionals.

3 Regulatory perimeter

3.1 The Customer is responsible for determining whether the Customer's use of the Platform or any Output is subject to financial promotion, investment advice, valuation, property advisory, credit, mortgage, tax, legal or other regulatory requirements.

3.2 The Customer shall not use the Supplier's name, Platform or Outputs in a way that suggests the Supplier is authorised, regulated, approving a promotion, giving advice or assuming responsibility for a transaction unless expressly agreed in writing.

3.3 The Supplier has not undertaken regulatory review of the Customer's proposed use case unless expressly agreed in a separate written agreement.

Schedule 4 — Data Handling and Training

1 Customer Content

1.1 The Platform may process sensitive commercial real estate project information, deal structures, project costs, financial models, assumptions, investor materials and related documents.

1.2 The Customer must ensure that it has authority to upload and process all Customer Content, including where documents originate from a client, employer, consultant, investor, lender or other third party.

1.3 The Customer should remove personal data and unnecessary highly sensitive information before upload wherever practicable.

2 Model improvement and training

2.1 Unless the Order Journey or a separate written agreement states otherwise, the Supplier may use Customer Content, prompts, extracted data, usage information and Outputs to test, train, fine-tune, evaluate, improve and develop the Platform and Artificial Intelligence Technology.

2.2 The Supplier may create and use aggregated, statistical, anonymised, pseudonymised or derived information from Platform usage for analytics, benchmarking, product improvement, security, abuse prevention and commercial planning.

2.3 The Customer should not upload Customer Content if the Customer is not authorised to permit the uses described in this Schedule.

3 Third Party Services

3.1 The Supplier may use Third Party Services to host, process, analyse, transmit, store, secure, monitor, bill for and improve the Platform.

3.2 Third Party Services may process data outside the United Kingdom, European Economic Area or the Customer's jurisdiction.

3.3 The Supplier may replace or add Third Party Services as the Platform evolves.

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End of SaaS Terms and Conditions (FINAL v1.3). This English version is the legally binding version.