These Terms of Service ("Terms") govern access to and use of the PilotOS platform and associated services (collectively, the "Service") provided by PayPilot Technologies, a private limited company registered in Scotland ("PayPilot", "we", "us"). By registering for, accessing, or using the Service, you ("Tenant", "you") agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

These Terms are effective upon the date you first access the Service or the date of your subscription agreement, whichever is earlier.

PilotOS is a cloud-based operating platform for independent sales organisations (ISOs) and payment companies. The platform includes, subject to your subscription tier and configuration:

• Sales — CRM, lead management, outreach, proposals and sales performance
• Account Management — merchant onboarding, service and portfolio oversight
• Retentions — attrition signals, service recovery and save workflows
• Platform — multi-tenancy, white-labelling, access control and reporting
• Lease & Finance — funding, banking, residuals, commissions and terminal operations
• Risk & Compliance — underwriting, screening, document controls and audit history
• Communications & Integrations — omnichannel communications, APIs, webhooks and provider connections

We reserve the right to modify, add, or remove features of the Service at any time with reasonable notice. Significant removal of functionality that materially degrades your subscribed tier will be communicated at least 30 days in advance.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must:

• Provide accurate, complete, and current registration information
• Notify us immediately of any unauthorised access to or use of your account
• Ensure all users granted access to the Service under your account comply with these Terms
• Not share account credentials with individuals who are not authorised users under your subscription

You may not transfer your account or rights under these Terms to any third party without our prior written consent.

Access to the Service is provided on a subscription basis. Subscription fees, billing cycles, and payment terms are as agreed at the time of onboarding or as set out in your order form or subscription agreement.

• Subscriptions are billed in advance on the agreed billing cycle (monthly or annual)
• All fees are exclusive of VAT, which will be applied at the applicable UK rate
• Invoices are due within 14 days of issue unless otherwise agreed in writing
• We reserve the right to suspend access to the Service for non-payment after providing 7 days written notice
• Annual subscriptions are non-refundable except where required by law
• We may adjust subscription fees with 60 days written notice; you may terminate without penalty if you do not accept the new pricing

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Process, store, or transmit data in a manner that violates applicable data protection laws
• Introduce malicious code, viruses, or other harmful components
• Attempt to gain unauthorised access to any part of the Service or its underlying infrastructure
• Reverse-engineer, decompile, or create derivative works of any part of the Service
• Resell or sublicense access to the Service without our prior written consent
• Use the Service in connection with any illegal financial activity, fraud, or money laundering
• Conduct onboarding of merchants or agents that do not meet applicable regulatory standards
• Overload, disrupt, or impair the performance of the Service or its infrastructure

We reserve the right to suspend or terminate access to the Service immediately if we reasonably believe a serious breach of acceptable use has occurred.

All intellectual property rights in and to the Service, including software, design, trademarks, and documentation, are owned by or licensed to PayPilot Technologies. These Terms do not transfer any ownership of intellectual property to you.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your subscription.

You retain all rights in the data you upload to the Service. By uploading data, you grant us a limited licence to process that data solely for the purpose of providing the Service to you.

Any feedback, suggestions, or ideas you provide regarding the Service may be used by us without restriction or compensation.

The handling of personal data in connection with the Service is governed by our GDPR & Data Policy and, where applicable, a Data Processing Agreement ("DPA") entered into between you and PayPilot.

By using the Service, you acknowledge and agree that:

• You are the data controller for all personal data you process through the Service
• PayPilot acts solely as a data processor on your behalf for that data
• You are responsible for ensuring you have a lawful basis for processing personal data through the Service
• You must not use the Service to process personal data in a manner that violates UK GDPR or other applicable data protection law

We aim to make the Service available 24 hours a day, 7 days a week, but we do not guarantee uninterrupted availability. Scheduled maintenance will be communicated in advance where possible.

Support is provided via email to support@paypilot.plus. Response times and service level commitments, where applicable, are as set out in your subscription agreement.

Service availability commitments, support hours and any applicable service credits are set out in the customer order form or service-level agreement.

Each party agrees to keep the other party's confidential information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to the party's professional advisers under a duty of confidentiality.

"Confidential information" includes, without limitation, pricing information, technical specifications, business data, customer lists, and the contents of any agreement between the parties.

We warrant that we will provide the Service with reasonable skill and care and substantially as described in our documentation. We do not warrant that the Service will be error-free, uninterrupted, or suitable for any particular purpose beyond those described.

The Service is provided as a technology platform. We are not a payment institution, financial services firm, or regulated entity in relation to the payment services facilitated through the platform. You remain responsible for compliance with all applicable financial services and payment regulations relevant to your own business.

All other warranties, conditions, or representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

To the fullest extent permitted by law, PayPilot's total aggregate liability to you for all claims arising under or in connection with these Terms — whether in contract, tort (including negligence), or otherwise — shall not exceed the total subscription fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, or loss of business, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

These Terms remain in effect from the date of your subscription until terminated. Either party may terminate:

• On written notice at the end of any subscription term (monthly or annual) by either party
• Immediately by either party if the other materially breaches these Terms and fails to remedy the breach within 14 days of written notice
• Immediately by us if you use the Service in violation of applicable law, or if your account poses a security or compliance risk

On termination, your access to the Service will cease. You may request an export of your data within 30 days of termination. After that period, we may delete your data in accordance with our data retention schedule.

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts.

Before commencing formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days.

• These Terms constitute the entire agreement between the parties relating to the Service and supersede all prior agreements
• If any provision of these Terms is found to be unenforceable, the remainder continues in full force and effect
• Our failure to enforce any right does not constitute a waiver of that right
• We may assign our rights under these Terms in connection with a merger, acquisition, or sale of assets. You may not assign your rights without our prior written consent
• Notices must be in writing and sent by email to the addresses designated by each party