Terms of Service

1. Definitions

In this Agreement, unless the context requires otherwise:

• “Affiliate” means a business entity that: (i) Controls the subject Party; (ii) is Controlled by such Party; or (iii) is under common Control with such Party, but only during the time that such Control exists. “Control” means the ability to determine the management policies of an entity through equity ownership of a majority of voting interests.
• “Authorised Users” means the employees, contractors, and agents of Customer and its Affiliates who are authorised to access the Platform under Customer’s subscription.
• “Confidential Information” means proprietary or other information which can reasonably be considered confidential due to its nature, or is marked as confidential, and any third-party confidential information, provided by one Party (“Discloser”) to the other Party (“Recipient”). Treegarden’s Confidential Information includes the Platform, Materials, and related technical information.
• “Customer Data” means all data, content, and information uploaded, submitted, or generated by Customer or its Authorised Users through the Platform, including candidate personal data, job postings, employee records, and company information. Customer Data does not include anonymised data incorporated into Service Improvements as defined in Section 8.5.
• “Documentation” means the applicable technical instructions, user guides, and help articles describing the operation of the Platform, available at help.treegarden.io or such other URL as Treegarden may designate, as updated from time to time.
• “Edera AI” means Treegarden’s proprietary artificial intelligence engine, including candidate scoring, CV parsing, auto-ranking, auto-advance, bias detection, interview question generation, onboarding plan generation, and related AI capabilities.
• “Initial Subscription Term” means the initial subscription period specified in the first Order Form agreed by the Customer (e.g., 12 months, 24 months).
• “Materials” means the Platform, Documentation, Deliverables, and all related materials, collectively.
• “Order Form” means any sales quote, order form, statement of work, or similar document executed by both Parties that references this Agreement and specifies the subscription plan, fees, term, and any additional terms.
• “Party” means either Treegarden or Customer; “Parties” means both.
• “Platform” means the Treegarden SaaS application, including the ATS module, HR module, Edera AI, career page builder, integrations, APIs, and all related services.
• “Renewal Subscription Term” means each successive subscription period following the Initial Subscription Term, as described in Section 7.3.
• “Service Improvements” means aggregated, anonymised data and analyses derived from the performance, operation, and use of the Platform, as described in Section 8.5.
• “Subscription Term” means the Initial Subscription Term and any Renewal Subscription Terms, collectively.

2. Order Forms and Sales Quotes

2.1 Customer’s subscription to the Platform is governed by this Agreement and the applicable Order Form. Each Order Form shall specify: (a) the subscription plan and modules; (b) the Subscription Term; (c) fees and billing frequency; (d) any volume limits (e.g., active jobs, employee count); and (e) any special terms or discounts.

2.2 An Order Form may be executed by: (a) wet-ink or digital signature by both Parties; or (b) written email acceptance by an authorised representative of Customer, as specified in the Order Form. Email acceptance constitutes an electronic signature and is legally binding upon Customer.

2.3 Each Order Form is incorporated into and subject to this Agreement. Multiple Order Forms may be active concurrently. The termination of one Order Form does not affect any other Order Form or this Agreement.

2.4 Order of Precedence. In the event of a conflict between the terms of this Agreement and an Order Form, the terms of the applicable Order Form shall prevail.

2.5 Purchase Orders. Any terms and conditions contained in any Customer purchase order, vendor registration form, or other business document issued in connection with this Agreement are for administrative convenience only. All such terms and conditions are void and of no effect, and shall not modify or supplement this Agreement.

3. Access Rights and Platform Services

3.1 Access Rights

Subject to the terms of this Agreement and payment of applicable fees, Treegarden grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to authorise individuals within Customer’s organisation, its Affiliates, and its contractors to access and use the Materials solely for Customer’s internal business purposes during the Subscription Term. Customer is responsible for its Affiliates’ and contractors’ compliance with this Agreement. Customer has no right to receive a copy of the source code of the Platform.

3.2 Continuous Delivery and Updates

Treegarden continuously releases usability enhancements, patches, and other updates for the Platform. The Documentation is regularly updated to reflect changes. Treegarden reserves the right to modify, update, or enhance the Platform from time to time, and such updates become effective upon release.

4. Eligibility and Authority

4.1 The Platform is available exclusively to legal entities (companies, partnerships, LLPs, and other business organisations). Individuals may not subscribe in a personal capacity.

4.2 The individual accepting this Agreement or executing an Order Form on behalf of Customer represents and warrants that they have full authority to bind Customer to this Agreement.

4.3 Customer shall ensure that all Authorised Users comply with this Agreement and is liable for any breach by its Authorised Users, Affiliates, or contractors.

5. Account Registration, Roles, and Security

5.1 Customer shall: (a) ensure registration information is accurate and current; (b) maintain credential confidentiality; (c) not share credentials between individuals; (d) notify Treegarden immediately of unauthorised access at [email protected]; and (e) accept responsibility for all account activities.

5.2 Authentication may be via email/password or SSO through Google, LinkedIn, or Microsoft, subject to the applicable provider’s terms.

6. Acceptable Use Policy

6.1 Customer shall use the Platform only for lawful recruitment and HR management purposes. Customer shall NOT:

• (a) discriminate against candidates on any protected characteristic;
• (b) upload unlawful or objectionable content;
• (c) process personal data without a valid legal basis;
• (d) attempt unauthorised access;
• (e) reverse-engineer, decompile, or disassemble the Platform;
• (f) send unsolicited communications;
• (g) introduce malware;
• (h) use automated extraction tools without written consent;
• (i) sublicense, resell, or make the Platform available to third parties except as expressly permitted;
• (j) access or use the Platform to compete with Treegarden or assist a third party to do so;
• (k) publish or disclose results of performance or benchmarking tests of the Platform without Treegarden’s prior written consent;
• (l) perform unauthorised penetration testing, vulnerability scans, or automated load testing; or
• (m) violate any applicable law.

6.2 Treegarden reserves the right to investigate suspected violations and take appropriate action, including immediate suspension and reporting to relevant authorities.

7. Fees and Payment

7.1 Subscription Fees

Fees are as set out in the applicable Order Form. All fees are exclusive of applicable taxes. Any unused committed quantities during the applicable commitment period will be forfeited and will not carry over.

7.2 Payment Terms

Unless otherwise specified in an Order Form, Treegarden will invoice Customer in advance upon acceptance of the Order Form. Except as otherwise provided in the relevant Order Form, all payments are due within thirty (30) days of the invoice date. Except as expressly stated in this Agreement, all fees are non-cancellable, all prepaid amounts are non-refundable, and all Order Forms are non-cancellable.

7.3 Billing Cycle and Renewal

Subscriptions are billed in advance on the frequency specified in the Order Form (annually or multi-year). The Initial Subscription Term will automatically renew for successive periods of equal length (each a Renewal Subscription Term), unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term. Pricing for Renewal Subscription Terms is subject to change as described in Section 7.4.

7.4 Price Adjustments

Treegarden may adjust subscription fees upon any Renewal Subscription Term by providing no less than ninety (90) days’ prior written notice. Continued use of the Platform following a price adjustment constitutes Customer’s acceptance of the revised pricing. Fees are locked for the duration of each committed Subscription Term (Initial or Renewal).

7.5 Late Payment

All past due payments shall bear interest at the rate of 1.5% per month (or such lower rate as permitted by applicable law). Customer is obligated to pay all reasonable collection costs incurred by Treegarden, including legal fees. Treegarden may suspend access to the Platform upon ten (10) business days’ written notice of non-payment.

7.6 Fee Disputes

If Customer disputes in good faith the amount of any invoice, Customer shall timely pay the undisputed amount and notify Treegarden in writing of the disputed amount no later than fifteen (15) days from the invoice date, providing reasons for the dispute. The Parties shall attempt to resolve the dispute in good faith within thirty (30) days (the “Resolution Period”), during which time withholding of the disputed amount shall not constitute a material breach and no interest shall accrue. Upon resolution, Customer shall pay the resolved amount within ten (10) days. If unresolved, each Party may pursue all available remedies.

8. Intellectual Property

8.1 Treegarden’s IP

All intellectual property rights in the Materials, and all updates, upgrades, enhancements, new versions, releases, corrections, copies, translations, adaptations, and modifications thereof, are and shall remain the exclusive property of Treegarden or its licensors, whether or not specifically recognised or perfected under applicable laws. Nothing in this Agreement transfers any ownership rights to Customer.

8.2 Licence Grant

Subject to Customer’s compliance with this Agreement and payment of applicable fees, Treegarden grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to authorise individuals within Customer’s organisation, its Affiliates, and contractors to access and use the Materials solely for Customer’s internal business purposes during the Subscription Term. This licence does not include the right to modify, distribute, sell, sublicense, or create derivative works of the Platform.

8.3 Customer Data

All intellectual property rights in and to Customer Data are and shall remain Customer’s sole property. Customer grants Treegarden, its Affiliates, and contractors the right to access, process, store, transmit, and otherwise use Customer Data with the Platform to ensure its proper operation, fulfil Treegarden’s obligations, or as otherwise consistent with this Agreement. Treegarden will not rent or sell Customer Data. Customer represents and warrants that it has all necessary rights to upload Customer Data and that doing so does not infringe any third-party rights.

8.4 Feedback

To the extent not already owned by Treegarden, Customer hereby grants Treegarden a perpetual, exclusive, royalty-free, irrevocable, worldwide licence to use, disclose, modify, and create derivative works of any suggestions, enhancement requests, recommendations, proposals, ideas, or other feedback Customer provides concerning the Platform, without restriction, compensation, obligation, or liability of any kind to Customer.

8.5 Service Improvements and Aggregated Data

Treegarden may aggregate data and information related to the performance, operation, and use of the Platform to conduct statistical analyses, benchmarking, research, development, and other similar activities (“Service Improvements”). Treegarden will not incorporate Customer Data in Service Improvements in a form that could identify Customer or any individual, and will use industry-standard techniques to anonymise Customer Data prior to performing Service Improvements. Treegarden retains all intellectual property rights in Service Improvements and may make them publicly available.

9. Data Protection and Privacy

9.1 Processing of personal data is governed by Treegarden’s Privacy Policy, incorporated herein.

9.2 Customer acts as data controller for personal data uploaded to the Platform. Customer represents and warrants that it has obtained all necessary consents for Treegarden to collect, access, process, store, transmit, and otherwise use Customer Data in accordance with this Agreement. Customer is responsible for legal bases, transparency notices, and all data protection compliance. Treegarden has no control over the content of Customer Data and disclaims any duty to review its legality, accuracy, or completeness.

9.3 Treegarden acts as data processor. The Parties shall enter into a Data Processing Addendum (DPA) under Article 28 UK GDPR. In the absence of a signed DPA, Customer Data will be processed in accordance with Treegarden’s standard DPA, available at treegarden.io/dpa or upon request at [email protected].

9.4 Treegarden maintains appropriate technical and organisational security measures consistent with ISO 27001 standards.

10. Artificial Intelligence and Regulatory Compliance

10.1 Edera AI is classified as a high-risk AI system under EU AI Act (Regulation (EU) 2024/1689), Annex III, Section 4(a). Treegarden implements all applicable articles in production: human oversight (Art. 14), full decision audit trail (Art. 12), explainable AI scores (Art. 13), candidate transparency and disclosure (Art. 26(6)), bias and risk management (Art. 9), Fundamental Rights Impact Assessment (Art. 27), and incident reporting (Art. 73).

10.2 Edera AI scores candidates 0–100 and advances top matches for human review. Edera AI never auto-rejects candidates. All consequential decisions require human-in-the-loop review per GDPR Article 22. Candidates may request explanations, contest decisions, or opt out of AI processing.

10.3 Customer acknowledges its obligations as a deployer of a high-risk AI system and shall: (a) ensure human oversight of all AI-assisted hiring decisions; (b) maintain records of AI overrides; and (c) inform candidates of AI involvement in the recruitment process.

11. Confidentiality

11.1 Recipient shall safeguard the confidentiality of Discloser’s Confidential Information and shall take, at a minimum, the precautions Recipient takes to protect its own Confidential Information but, in any event, no less than reasonable care. Recipient shall: (a) not disclose or use Discloser’s Confidential Information for any purpose other than as contemplated by this Agreement; (b) limit access only to its Affiliates, employees, and agents with a need to know who are bound by written confidentiality obligations at least as protective as this Section (Recipient is liable for such parties’ compliance); and (c) not sell, transfer, or disclose Discloser’s Confidential Information to any third party without Discloser’s prior written consent.

11.2 Exceptions

Recipient’s obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of Recipient; (b) was known by Recipient at the time of receipt, as shown by contemporaneous written records; (c) is subsequently and rightfully provided by a third party without restriction; or (d) is independently developed without use of Discloser’s Confidential Information.

11.3 Compelled Disclosure

If Recipient is required to disclose Confidential Information to comply with a governmental or judicial order, Recipient shall promptly notify Discloser (unless legally prohibited) so that Discloser may seek a protective order. Recipient may make the required disclosure if compelled to do so upon the advice of counsel.

11.4 The terms of any Order Form (pricing, discounts, commercial terms) are the Confidential Information of both Parties.

11.5 Injunctive Relief

Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that the Discloser shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of posting any bond.

11.6 Obligations under this Section survive for three (3) years following termination of this Agreement; trade secrets are protected indefinitely.

12. Warranties and Disclaimer

12.1 Treegarden Warranties

Treegarden warrants that: (a) during the Subscription Term, the Platform will materially conform to the then-current description set forth in the Documentation; (b) it has the right and authority to enter into this Agreement and grant the licences herein; and (c) professional services (if any) will be performed in a professional and workmanlike manner.

12.2 Customer Warranties

Customer warrants that: (a) it has authority to enter this Agreement; (b) it has all necessary rights to upload Customer Data; (c) its use of the Platform will comply with applicable laws; and (d) it will obtain all required consents for personal data processing.

12.3 Warranty Exclusions

Treegarden’s warranty obligations do not apply to the extent a warranty claim arises from: (a) Customer’s use of the Platform in combination with other programs, products, hardware, data, or specifications not described in the Documentation; (b) Customer’s use or configuration of the Platform contrary to the Documentation; (c) customisations, integrations, or modifications not undertaken by Treegarden; or (d) Customer Data or other Customer content uploaded to or used with the Platform.

12.4 Warranty Remedy

If Customer becomes aware of a warranty breach under Section 12.1(a), Customer must notify Treegarden in writing. Treegarden will, at its option: (i) modify the Platform to materially conform to the Documentation; or (ii) provide a workaround that reasonably meets Customer’s requirements. If neither option is achieved within a reasonable period, either Party may terminate the affected Order Form upon thirty (30) days’ written notice, and Treegarden will refund any prepaid, unused fees. This constitutes Customer’s sole and exclusive remedy for breach of warranty.

12.5 Disclaimer

EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION 12, THE PLATFORM AND ALL MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TREEGARDEN DISCLAIMS ON BEHALF OF ITSELF AND ITS AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, TIMELINESS, COMPLETENESS, OR ACCURACY. TREEGARDEN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

13. Limitation of Liability

13.1 Unlimited Liability Carve-outs

The liability cap in Section 13.2 and the exclusions in Section 13.3 shall not apply to liability resulting from: (a) Treegarden’s IP indemnification obligations under Section 14.2; (b) Customer’s indemnification obligations under Section 14.1; (c) either Party’s breach of Section 11 (Confidentiality), except for breaches involving Customer Data or a security breach, which remain subject to Section 13.2; (d) Customer’s failure to pay any fees due, including interest and collection costs; (e) either Party’s misappropriation of the other Party’s intellectual property rights; (f) death or personal injury caused by negligence; (g) fraud or fraudulent misrepresentation; or (h) any other liability which cannot be limited by operation of law.

13.2 Liability Cap

SUBJECT TO SECTION 13.1, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES, COLLECTIVELY, FOR ANY AND ALL EVENTS GIVING RISE TO LIABILITY UNDER THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO TREEGARDEN DURING THE APPLICABLE LIABILITY PERIOD. “Liability Period” means each twelve (12) month period commencing on the Effective Date and on each anniversary thereafter.

13.3 Liability Exclusions

SUBJECT TO SECTION 13.1, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: (I) INDIRECT AND/OR CONSEQUENTIAL LOSS; (II) SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES; (III) LOSS OF GOODWILL; (IV) LOSS OF PROFITS OR REVENUE; (V) LOSS OF CONTRACT, SALES, OR BUSINESS; (VI) LOSS OF SAVINGS, INCLUDING ANTICIPATED SAVINGS; (VII) LOSSES RELATED TO DISRUPTION, WORK STOPPAGE, OR COVER DAMAGES (INCLUDING THE COST OF PROCURING AN ALTERNATIVE VENDOR); OR (VIII) WASTED EXPENDITURE.

13.4 Risk Allocation

THE LIMITATIONS OF LIABILITY AND EXCLUSIONS IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER ANY RESULTING DAMAGES ARE FORESEEABLE AND REGARDLESS OF THE LEGAL THEORY ASSERTED. THESE LIMITATIONS AND EXCLUSIONS ARE REFLECTED IN THE PRICING FOR THE PLATFORM, REPRESENT AN AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES, AND ARE AN ESSENTIAL PART OF THIS AGREEMENT.

14. Indemnification

14.1 By Customer

Customer shall defend Treegarden and its Affiliates from and against any third-party claims alleging that: (a) Customer’s content, Customer Data, methods, or processes of conducting business infringe a third party’s intellectual property rights; (b) Customer has violated applicable law or these Terms; (c) Customer has used the Platform in a discriminatory or unlawful manner; or (d) Customer has failed to obtain valid legal bases for processing personal data. Customer will indemnify Treegarden from damages finally awarded and pay for settlements agreed to by Customer.

14.2 By Treegarden

Treegarden shall defend Customer from and against any third-party claims alleging that the Platform, in its unaltered state, infringes such third party’s valid and enforceable UK intellectual property rights (an “IP Claim”). Treegarden will indemnify Customer from damages finally awarded and pay for settlements agreed to by Treegarden. Treegarden may at its option: (i) obtain a licence for Customer to continue using the Platform; (ii) modify the Platform to avoid infringement while preserving substantially equivalent functionality; or (iii) terminate the affected Order Form and refund prepaid, unused fees. This Section states Treegarden’s entire liability and Customer’s sole remedy for IP infringement.

14.3 Indemnification Exclusions

Treegarden’s obligations under Section 14.2 do not apply to the extent the IP Claim arises from: (a) Customer Data or Customer content; (b) Customer’s use of the Platform in combination with products, hardware, or data not required by the Documentation; (c) customisations not performed by Treegarden; (d) Treegarden’s compliance with Customer’s specific instructions; or (e) Customer’s operational processes or business methods.

14.4 Indemnification Procedures

The Party entitled to indemnification (“Indemnified Party”) shall promptly notify the other Party (“Indemnifying Party”) in writing and provide reasonable assistance at the Indemnifying Party’s expense. Failure to provide timely notice shall relieve the Indemnifying Party of its obligations only to the extent materially prejudiced thereby. The Indemnifying Party has the sole right to defend and settle any claim, except that it may not agree to any settlement that does not unconditionally release the Indemnified Party without written consent. The Indemnified Party may participate in the defence using counsel of its choice, at its own expense.

15. Term, Suspension, and Termination

15.1 Term

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated (the “Term”).

15.2 Subscription Term

The Initial Subscription Term is specified in the Order Form (e.g., 12 months, 24 months). Subscriptions automatically renew as described in Section 7.3.

15.3 Suspension

Treegarden may immediately suspend the Platform, or a portion thereof, based upon: (a) reasonable belief that use violates applicable laws; (b) an imminent compromise to the security or integrity of the Platform; or (c) Customer’s failure to pay fees when due (upon at least ten (10) business days’ advance notice, subject to Section 7.5). Where practicable, Treegarden will notify Customer of the suspension.

15.4 Termination for Cause

Either Party may terminate this Agreement or any Order Form upon written notice if the other Party materially breaches any provision and, if susceptible to cure, fails to cure within thirty (30) days of initial notice.

15.5 Termination for Convenience

Committed Subscription Terms may not be terminated for convenience. Early termination by Customer requires payment of all fees remaining for the balance of the then-current term. No refunds for unused portions of prepaid periods.

15.6 Effects of Termination

Upon termination or expiry: (a) all rights granted hereunder terminate and Customer must stop using the Materials; (b) within thirty (30) days upon Customer’s termination for cause under Section 15.4, Treegarden will refund a pro rata portion of prepaid, unused fees for the remainder of the Subscription Term; (c) if Treegarden terminates for cause under Section 15.4, Customer shall pay all charges incurred up to the effective date plus any remaining fees under the applicable Order Form(s); (d) Customer must return or destroy all Treegarden Confidential Information and certify such destruction in writing.

15.7 Retrieval of Customer Data

Treegarden will retain Customer Data for thirty (30) days post-termination, during which Customer may request an export. If Customer requires additional time, Customer may request a paid extension of up to thirty (30) additional days; such request must be made before the 30-day period expires. After the retention period, Customer Data will be permanently deleted, subject to legal retention obligations.

15.8 Survival

Sections 1, 7 (for accrued obligations), 8, 9, 11, 12.5, 13, 14, 16, and 18 survive termination or expiry.

16. Governing Law and Dispute Resolution

16.1 Unless otherwise specified in an Order Form, this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

16.2 In the event of a dispute, the Parties agree to first attempt resolution through good-faith negotiation. Written notice of a dispute shall be sent to [email protected]. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales (or such other jurisdiction as specified in the applicable Order Form). The prevailing Party shall be entitled to recover its reasonable costs of enforcement.

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

17. Changes to These Terms

17.1 Treegarden reserves the right to update these Terms by posting a revised version on its website or via in-platform notification at least thirty (30) days before taking effect.

17.2 If Customer objects, Customer may terminate the affected Order Form by providing written notice within the 30-day notice period. The prior Terms continue to apply until the end of the then-current Subscription Term. Continued use after the effective date constitutes acceptance. Without prejudice to this Section, this Agreement may not otherwise be modified except in writing signed by both Parties.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with all Order Forms, the Privacy Policy, and any DPA, constitutes the entire agreement between the Parties and supersedes all prior agreements and representations, written or oral. Use of any purchase order or other document Customer provides will be for administrative convenience only; all terms stated therein are void and of no effect. Each Party acknowledges that it is not relying upon any statements, representations, or warranties not expressly set forth herein.

18.2 Severability

Invalid provisions are modified to the minimum extent necessary; remaining provisions continue in full force.

18.3 Waiver

No provision may be waived unless in writing signed by the Party against which the waiver is to be effective. Failure to act with respect to a breach does not constitute a waiver of rights with respect to subsequent breaches. All remedies are cumulative.

18.4 Assignment

Neither Party may assign this Agreement except: (a) in connection with a sale of substantially all assets, merger, or change of control; (b) to an Affiliate; or (c) with the other Party’s prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, if Customer is acquired by a direct competitor of Treegarden, Treegarden may terminate this Agreement upon written notice.

18.5 Force Majeure

Except for payment obligations, neither Party shall be liable for delays beyond reasonable control (acts of God, denial of service attacks, strikes, pandemics, governmental actions, internet outages, third-party service failures).

18.6 Notices

All notices shall be in writing and deemed given when: (a) personally delivered; (b) sent by registered mail (received on the third business day); (c) sent by commercial overnight courier (received next business day); or (d) sent by email. For Treegarden: [email protected]. For Customer: the designated contact’s email on file.

18.7 Subcontracting

Treegarden may use subcontractors to provide certain components of the Platform services. Treegarden shall be responsible for the performance of such subcontractors.

18.8 Marketing

Subject to Customer’s prior written approval of content (such approval not to be unreasonably withheld), Treegarden may use Customer’s name and logo in marketing materials in reference to Customer’s use of the Platform, including the right to issue a press release announcing Customer as a Treegarden customer.

18.9 No Third-Party Beneficiaries

This Agreement does not create third-party rights. Data subjects have rights under applicable data protection law but are not parties to this Agreement.

18.10 Compliance with Laws

Each Party shall comply with all applicable laws and regulations, including all applicable artificial intelligence, anti-corruption, and anti-bribery laws (including the UK Bribery Act 2010). Customer represents that: (a) neither Customer nor its Authorised Users are on any government-issued restricted persons list; and (b) it will not export or re-export any Materials or Confidential Information except as permitted under applicable export control and sanctions laws.

18.11 Independent Contractors

The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

19. Service Levels

19.1 Platform availability and performance commitments, including uptime targets, scheduled maintenance windows, incident response times, and any applicable service credits, are set forth in Treegarden’s Service Level Agreement (“SLA”), available at treegarden.io/sla.

19.2 The SLA is incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the SLA, the SLA shall prevail with respect to service level commitments.

20. Security Measures

20.1 Treegarden shall implement and maintain appropriate technical and organisational security measures to protect Customer Data, as set forth in Treegarden’s Security Policy, available at treegarden.io/security.

20.2 The Security Policy is incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the Security Policy, the Security Policy shall prevail with respect to security measures.

21. Contact Information