Terms of Service

1. These terms and how you accept them

1.1 These Terms of Service (the “Terms”) are between Suitxen Ltd, a company registered in England & Wales (company number 17284189), and the Customer — the financial planning firm that opens an account. They govern your access to and use of the Suitxen platform and related services (the “Service”). These Terms form a legally binding contract between Suitxen Ltd and the Customer (your firm) from the moment of acceptance. They include limitations and exclusions of liability (clause 11) and mandatory adviser-review requirements (clauses 2 and 9), which are specifically drawn to your attention: please read them carefully before accepting.

1.2 You accept these Terms when you tick the acceptance box during sign-up; access to the Service is not provided until you have done so. By ticking you confirm that you are authorised to bind the Customer to these Terms. Acceptance forms a binding agreement without any further signature; we record the account, date, time, IP address and the version of the documents accepted as evidence of acceptance.

1.3 These Terms incorporate the Service Level Agreement at Schedule 1 and the Data Processing Agreement (the “DPA”). Our Privacy Notice explains how we handle personal data for which we are the controller. If there is a conflict, the DPA prevails on matters of personal-data processing; otherwise these Terms prevail over the Schedule.

2. What Suitxen is — and is not

2.1 Suitxen is a software tool that helps your advisers and paraplanners produce draft working documents — structured fact-find records, financial calculations, risk profiles, and planning and suitability worksheets — more efficiently. It is not a financial adviser, is not authorised or regulated by the Financial Conduct Authority, and does not provide financial, investment, tax or legal advice. No adviser–client, fiduciary or other professional relationship is created between Suitxen and you or any client of yours.

2.2 All outputs of the Service are drafts for professional use. They must be reviewed, verified and signed off by a suitably qualified adviser before being relied upon or shared with any client. You and your advisers are solely responsible for the advice given, for its suitability, and for compliance with all applicable regulatory obligations (including the FCA Consumer Duty and COBS).

2.3 Suitxen does not make, and is not responsible for, any decision about a client. The Service supports your professional judgement; it does not replace it.

3. Eligibility and accounts

3.1 The Service is provided to UK financial planning firms and their authorised advisers, paraplanners and staff, in the course of their business. It is not intended for, and must never be used by, consumers or retail clients. Your retail clients — the clients of your firm — may not access or use the Service under any circumstances, whether directly or indirectly, and you must not permit, facilitate or fail to prevent any such access (including by sharing credentials or embedding the Service in any client-facing process). Outputs may reach your clients only as part of documents that your advisers have reviewed, approved and issued in accordance with clauses 2 and 9.

3.2 You are responsible for your account, for keeping login credentials secure, for the users you authorise, and for all activity under your account. You must tell us promptly of any unauthorised access. Access controls and multi-factor authentication apply as described in our security documentation.

4. Acceptable use and your responsibilities

You agree:

• to use the Service only lawfully and for its intended business purpose;
• not to attempt to copy, reverse-engineer, interfere with, or circumvent the security of the Service, or to resell or sublicense it;
• not to permit any retail client or other consumer to access or use the Service, whether directly or through your account (see clause 3.1);
• not to scrape or extract content from the Service by automated means, and not to use the Service or its outputs to build, train or improve any competing product, service or AI model;
• that you are responsible for the accuracy and lawfulness of the data you input, and for having a valid lawful basis and any necessary consents for the client data you process through the Service;
• to input only the data the Service needs, and to follow the pseudonymisation and data-handling design of the platform; and
• to review, verify and approve all outputs before use, as set out in clauses 2 and 9.

5. Your data and our role

5.1 For the client personal data you process through the Service, you are the data controller and Suitxen is the processor. That processing is governed by the DPA. As described there, client identifying data is pseudonymised before AI processing, encrypted, and subject to short-cycle automated deletion; you retain the means of re-identification.

5.2 You own the content you input and the documents you export from the Service. We claim no ownership of your client data or your exported outputs.

6. Intellectual property

6.1 Suitxen and its licensors own all intellectual property rights in the Service, including the platform, software, models, templates and branding. We grant you a non-exclusive, non-transferable right to use the Service during your subscription, for your internal business use only.

6.2 You retain all rights in your input data and exported documents. If you give us feedback or suggestions, you grant us a non-exclusive, royalty-free right to use them to improve the Service.

7. Fees and payment

7.1 You pay the fees for the plan you select at sign-up, as set out on our pricing page or order, in advance for each billing period (monthly or annual, as selected). Fees are exclusive of VAT where applicable. Your subscription renews automatically for successive billing periods of the same length unless you cancel before the renewal date, through your account or by written notice under clause 13.1, in which case the Service ends at the end of the current period. Fees prepaid for the remainder of a billing period are not refunded except where these Terms or the SLA provide otherwise, or where you terminate for our unremedied material breach, in which case we refund the prepaid fees for the unused period. Any founding or early-access discount granted under a Beta Programme Agreement applies to the base fee of one standard plan, for the period and on the continuity and scope terms set out in clause 12 of that Agreement.

7.2 We may change fees on at least 30 days’ notice, with effect from your next billing period after the notice expires; if you do not wish to accept a fee increase you may cancel before it takes effect and the increase will not apply to you. If payment is overdue we may, on notice, suspend the Service until payment is made. Fees are non-refundable except as set out in clause 7.1, clause 13.4, the SLA, or as required by law.

8. Availability and support

8.1 We commit to the availability target and service credits set out in the Service Level Agreement (Schedule 1). Service credits are your sole and exclusive remedy for any failure to meet the availability target.

8.2 We provide support through the channels described on the platform. We may carry out scheduled maintenance, giving reasonable notice where practical.

9. Outputs, accuracy and AI assistance

9.1 Outputs are generated from data you provide. Where AI-assisted drafting is enabled for the Service, outputs may also be generated with AI assistance. All outputs are working drafts and may contain errors, omissions or out-of-date figures. Before any output is relied upon or used with a client, your adviser must independently check it, including all calculations and figures, against current HMRC, FCA and other authoritative sources.

9.2 We do not warrant that any output is accurate, complete, current, or fit for a particular purpose. Human review and adviser sign-off are mandatory; the platform records that review in its audit trail. The responsibility for the final document, and for any advice based on it, rests with you.

9.3 Any reference data or calculated figures surfaced by the Service (for example tax rates and bands, allowances, thresholds, or interest and product figures) are provided as an indicative convenience only. Such figures change — sometimes at short notice — with fiscal events, Budgets, and regulatory action, and are not financial, tax or legal advice. Your adviser must verify every such figure against the current authoritative source (such as HMRC or the FCA) before it is relied upon or included in any client document.

10. Warranties and disclaimers

10.1 We warrant that we will provide the Service with reasonable skill and care. To the fullest extent permitted by law, and except as expressly stated in these Terms, the Service is provided “as is” and we give no other warranties, whether express or implied, including any implied warranty of satisfactory quality or fitness for a particular purpose.

11. Liability

11.1 Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for any statutory right of a data subject under the UK GDPR that cannot lawfully be limited by contract, or for any other liability that cannot be limited or excluded by law.

11.2 Subject to clause 11.1, Suitxen is not liable for: the way you or your advisers use the Service or its outputs; the quality, suitability or compliance of any advice; any client outcome, decision or dispute; any error or omission in an output that adviser review would reasonably have identified; your own data-input errors, backups or regulatory compliance; any indirect or consequential loss; or any loss of profit, revenue, business, contracts, opportunity, goodwill, anticipated savings or data, or wasted management or staff time, whether direct or indirect. This clause 11.2 does not exclude liability for loss or corruption of your data to the extent caused by Suitxen’s breach of the DPA or of clause 12, which remains subject to the cap in clause 11.4.

11.3 Subject to clause 11.1, service credits under Schedule 1 are your sole and exclusive remedy for any failure to meet the availability target. Any service credit paid or applied counts towards, and does not increase, the aggregate cap in clause 11.4.

11.4 Subject to clause 11.1, Suitxen’s total aggregate liability arising out of or in connection with the Service, these Terms, Schedule 1 and the DPA — whether in contract, tort (including negligence), breach of statutory duty or otherwise, and including in respect of personal-data matters — shall not exceed the greater of (a) the total fees actually paid by you under these Terms in the 12 months immediately before the first event giving rise to the first claim and (b) the fees payable for 12 months of the plan you hold at the date of that first event, at the rate then applying to you. This is one combined cap for all claims and all causes of action, not a separate cap for each document, claim, claimant, incident or remedy. Claims arising from the same or connected acts, omissions or events are treated as one claim arising when the first such act, omission or event occurred.

11.5 This allocation of risk reflects that you control the advice and client relationship, that Suitxen provides a supporting software tool, and that the fees are priced on this basis. You are responsible for maintaining professional indemnity, cyber and other insurance appropriate to your business, advice, data and use of the Service. Any insurance maintained by Suitxen is for Suitxen’s own benefit and does not increase, replace or operate outside the limitations in this clause 11.

11.6 You acknowledge and agree that: (a) you are a business customer using the Service in the course of your trade or profession, not a consumer; (b) the fees for the Service reflect the allocation of risk in this clause 11; (c) this clause was specifically drawn to your attention before you accepted these Terms; and (d) you had the opportunity to take independent legal advice before accepting. Having regard to those matters, you agree that the limitations and exclusions in this clause are reasonable for the purposes of the Unfair Contract Terms Act 1977.

11.7 You will indemnify Suitxen, its directors, employees and agents against losses, damages and costs (including reasonable legal fees) arising from any third-party claim based on: the data or content you input; the advice you or your advisers give, or any client outcome or dispute; your breach of these Terms (including clauses 3.1 and 4); or your violation of law or of a third party’s rights — except, in each case, to the extent the claim results from Suitxen’s breach of these Terms or the DPA. Suitxen will notify you promptly of any such claim, will not admit liability or settle it without your consent (not to be unreasonably withheld), will allow you to control its defence and settlement at your cost, and will give you reasonable cooperation. For clarity, clause 11.4 limits Suitxen’s liability only and does not cap your payment obligations or your liability under this indemnity.

12. Data protection and security

12.1 Each party complies with applicable data-protection law. The DPA governs our processing of client personal data on your behalf and forms part of these Terms. We apply the technical and organisational measures described in our security documentation, including encryption, pseudonymisation, access control and short-cycle deletion of working data.

12.2 We notify you without undue delay of any personal data breach affecting your data — giving initial notification in any event within 48 hours of becoming aware, with further information provided in phases as it becomes available — and assist you as set out in the DPA. As controller, you decide on any notification to the ICO or to data subjects; your own 72-hour period for notifying the ICO runs from when you become aware.

13. Term, suspension and termination

13.1 These Terms apply from acceptance and continue for as long as you use the Service. Either party may terminate on 30 days’ written notice, or immediately if the other commits a material breach that is not remedied within 30 days of notice. Your notice of termination for convenience operates as cancellation under clause 7.1: the Service continues to the end of the current billing period (or the end of the notice period, if later) and clause 13.4 governs any refund.

13.2 We may suspend access on notice for non-payment, a security risk, or a breach of clause 4. On termination, your right to use the Service ends and we delete or return your data in accordance with the DPA.

13.3 Working case data is deleted automatically seven days after a case is created, whether or not the Service has ended, so you should export the worksheets you need (DOCX / PDF) within that period. On request made within 30 days of termination, we will provide reasonable assistance to enable you to export any remaining data we process on your behalf (such as case data still within its retention cycle) before deletion under the DPA; our own records of the business relationship are retained under our Privacy Notice and Data Retention & Deletion Policy. If we decide to cease providing the Service generally (including in an insolvency scenario, so far as the law and any insolvency practitioner allow), we will use reasonable efforts to give you at least 30 days’ notice and to enable export of your data. Clauses 2, 5, 6, 9, 10, 11, 13.4, 15.4 and this clause 13.3 survive termination.

13.4 Refunds on termination. Prepaid fees for the unused part of a billing period are refunded within 30 days where: (a) you terminate for our unremedied material breach (clause 7.1); (b) we terminate for convenience under clause 13.1; (c) the Service ends following an unresolved sub-processor objection under the DPA; or (d) either party terminates after a force-majeure event continuing beyond the period in clause 15.5. No refund is due where you cancel or terminate for convenience (the Service continues to the end of the paid period), or where we terminate for your material breach or non-payment. Service credits accrued under the SLA are handled under S1.3 in addition.

14. Changes to the Service and these Terms

14.1 We may improve or change the Service and may update these Terms, the SLA or the DPA. We give reasonable advance notice of any material contractual change (in-platform and/or by email) and require affirmative click-to-accept before the updated terms bind you or continued access is enabled; we record the account, acceptor, date, time, IP address and exact versions accepted. If you do not accept a material update by its notified effective date, the existing terms continue to apply until the end of your current billing period; we will not suspend access during a period you have paid for; and unless you accept before renewal, the subscription does not renew. We may instead terminate for convenience under clause 13, in which case clause 13.4 provides a refund of prepaid fees for the unused period. Non-material changes may take effect on notice. Changes to sub-processors are governed by the specific notice-and-objection process in DPA clause 5.2, which prevails over this general clause.

15. General

15.1 These Terms, the SLA and the DPA are the entire agreement between the parties about the Service and supersede prior discussions — save that, where you convert from the beta programme, the provisions of the Beta Programme Agreement that survive conversion under its clause 13.5 (including Founding Partner Pricing and its clause 4.3 for its stated period) continue to apply. No failure to enforce a term is a waiver of it. If any term is unenforceable, the rest continue in force.

15.2 You may not assign these Terms without our consent; we may assign or novate them to a successor of our business on notice. A person who is not a party has no rights under these Terms. Notices are given through the platform or to the contact details on the account.

15.3 These Terms are governed by the law of England & Wales, and the parties submit to the exclusive jurisdiction of its courts.

15.4 Each party will keep confidential any non-public information it receives from the other in connection with the Service (including, for us, your business and client information and, for you, non-public information about the Service), will use it only to perform its obligations and exercise its rights under these Terms, and will protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was lawfully known or received without duty of confidence, or must be disclosed by law or a regulator (with notice to the other party where lawful). This clause survives termination for 5 years; our handling of personal data remains governed by the DPA.

15.5 Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including internet or utility failures, third-party hosting or network outages, malicious attacks, epidemics, or acts of government. The affected party will notify the other and use reasonable efforts to mitigate. If such an event continues for more than 30 days, either party may terminate the affected part of the Service on notice.

16. Dispute resolution

16.1 If a dispute arises, the parties will first try in good faith to resolve it through discussion between senior representatives. Availability disputes are handled under the SLA process in Schedule 1. If the dispute is not resolved within 14 days, either party may propose mediation (for example under the CEDR Model Mediation Procedure) before starting proceedings; if the dispute is still unresolved, either party may pursue it in the courts of England & Wales. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief at any time.

Schedule 1 — Service Level Agreement (SLA)

S1.1 Availability target. Suitxen targets 99.5% availability of the Service, measured monthly. “Availability” means the percentage of minutes in the calendar month during which the Service’s core functions (sign-in, case access and worksheet generation) are accessible, as recorded by our hosting and monitoring logs, excluding: scheduled maintenance notified in advance; downtime caused by your systems, connectivity or acts; third-party or sub-processor failures outside our reasonable control; and events of force majeure.

S1.2 Service credits. If measured availability in a calendar month falls below 99.5%, you may claim a service credit equal to seven (7) days of that month’s subscription fee for each 1% (or part of 1%) by which availability fell below 99.5%, up to a maximum of 100% of that month’s fee. For this purpose, one day’s fee is that month’s subscription fee divided by the number of calendar days in that month; for annual or other non-monthly plans, the month’s subscription fee is the fee for the billing period (after any discount) divided by the number of months in it.

S1.3 Sole remedy. Service credits are the sole and exclusive remedy for any failure to meet the availability target, and are applied against your next invoice; if no further invoice will fall due (for example because the Service has ended), we pay the credit to you within 30 days of it being agreed. To claim, notify us within 30 days of the end of the affected month; we verify against our hosting and monitoring logs.

S1.4 Worked example (illustrative only). Assume a monthly subscription fee of £400 in a 30-day month, so one day’s fee is £400 ÷ 30 ≈ £13.33. If measured availability for that month is 97.2%, availability fell 2.3 percentage points below the 99.5% target — three increments of 1% or part — so the credit is 3 × 7 = 21 days’ fee: 21 × £13.33 ≈ £280.00, applied against the next invoice. If measured availability is 99.0% (a 0.5-point shortfall, one increment), the credit is 7 days’ fee: £93.33. If measured availability is 93.8% (six increments; 6 × 7 = 42 days’ fee, which exceeds the month), the credit is capped at 100% of that month’s fee: £400. That cap is the maximum remedy for availability in any month; service credits are the sole and exclusive remedy for any failure to meet the availability target (S1.3 and clause 11.3). This example is illustrative only — if there is any inconsistency, the formula in S1.2 prevails.

S1.5 Maintenance and support. We aim to schedule maintenance outside core UK business hours and to give reasonable notice. Support is provided through the channels described on the platform during UK business hours (09:00–17:30, Monday to Friday, excluding English public holidays); we aim to respond to support queries within one business day.

Acceptance

These Terms (including Schedule 1 and the incorporated DPA) are accepted online via the click-to-accept process at sign-up and are binding without any further signature. The block below is optional and provided only for Customers that require a countersigned copy for their records. Electronic and digital signatures are accepted and have the same effect as handwritten signatures.