Terms & Conditions of Service

Introduction

These Ibernia terms and conditions of service (the "Terms") set out the basis on which we provide, and you access and use, the Ibernia financial-planning platform and related services (the "Service"). They form a binding contract between Ibernia and the person or entity that registers an account or otherwise uses the Service ("you"). The services are provided to you by Ibernia LLC, a company registered in Sharjah Media City Free Zone (Shams), Emirate of Sharjah, United Arab Emirates, under licence number 2645360.01.

These Terms take effect on the earlier of (a) the date you first create an account for the Service, (b) the effective date stated in an applicable Order, or (c) the date you first access or use the Service (the "Effective Date"), and continue until terminated in accordance with Section 8.

We may amend these Terms from time to time, for example to reflect changes in the Service, in Applicable Laws, or in our business practices. We will notify you of any material amendment in advance by email and/or through the Service and will indicate the "Last updated" date above.

We may modify, update or discontinue any feature, functionality or component of the Service from time to time. Where we make a material modification or discontinue a material feature (other than in response to a security risk, legal requirement or other urgent circumstance), we shall provide reasonable advance notice and, where appropriate, shall offer alternative functionality.

Except where an amendment is required by Applicable Laws or relates only to a new feature that you may choose to use, changes will take effect no earlier than thirty (30) days after we give notice. If you do not agree to a material amendment that materially and adversely affects you, you may terminate your Subscription before the amendment takes effect in accordance with Section 8. If you continue to use the Service after the effective date of an amendment, you will be deemed to have accepted the amended Terms.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you are authorised to bind that entity, in which case "you" and "your" refer to that entity and its authorised users.

1. Definitions and Interpretation

1.1 Defined terms

In these Terms, unless the context requires otherwise, the following expressions have the meanings set out below:

• 1.1.1 "Advisor" means a professional user of the Service, such as a financial or wealth advisor, investment professional, or other finance professional using the Service in the course of business.
• 1.1.2 "AI Features" means any functionality in the Service that is identified as using artificial intelligence, machine learning, generative models or similar automated technologies.
• 1.1.3 "Applicable Laws" means all laws, regulations, regulatory rules and guidance, and binding decisions of competent authorities, that apply to you or to us in relation to these Terms, your use of the Service and our provision of the Service (including, where relevant, MiFID II and any European countries regulations and rules implementing it, data-protection laws, and the applicable federal laws of the United Arab Emirates and regulations in force in the Emirate of Sharjah).
• 1.1.4 "Client" means an end client of an Advisor in respect of whom the Advisor uses the Service. Clients do not become customers of Ibernia by virtue of being modelled or included in the Service.
• 1.1.5 "Confidential Information" means any information of a confidential nature disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms or the Service, whether orally or in writing, and whether before or after the Effective Date, including business, technical, financial and commercial information, product roadmaps, security information and non-public details of the Service. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) is lawfully received from a third party without restriction and without breach of any obligation of confidentiality; (c) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• 1.1.6 "Content" means any data, information, text, files, or other material that you input, upload or otherwise provide to or through the Service, including data relating to Clients.
• 1.1.7 "DPA" means data processing agreement of Ibernia, available at www.ibernia.app.
• 1.1.8 "Order" means an online checkout, order form, proposal, or similar ordering document submitted by you and accepted by us which specifies the Subscription, fees.
• 1.1.9 "Outputs" means results, calculations, projections, scenarios, charts, reports, explanations, AI-generated content and any other material generated by or through the Service based on Content and configuration you provide.
• 1.1.10 "Privacy Policy" means Ibernia's privacy policy available at www.ibernia.app.
• 1.1.11 "Service" means the Ibernia software-as-a-service platform, including the Ibernia website, web application, associated APIs, AI Features, and any related support or ancillary services that we make available to you from time to time.
• 1.1.12 "Subscription" means your paid plan or subscription for access to the Service, as described in the applicable Order and these Terms.
• 1.1.13 "Third Party Services" means any software, application, data feed, platform, website, application programming interface, cloud service, or other service that is provided by a third party and is not controlled by Ibernia, but with which the Service may integrate or interoperate.

1.2 Interpretation

In these Terms, unless the context requires otherwise, references to Sections, Clauses or Schedules are to sections of these Terms; references to these Terms include any Orders, the Privacy Policy and the DPA incorporated into them; and references to any agreement, policy or document include that agreement or document as amended or replaced from time to time. Words in the singular include the plural and vice versa, words of one gender include all genders, and references to a person include any natural or legal person, partnership, association, trust or governmental authority. References to any law, statute, regulation or regulatory rule include that law as amended or re-enacted from time to time and any subordinate legislation or regulatory guidance issued under it. References to "including", "include", "for example" or similar expressions are illustrative only and shall be construed without limitation. An obligation not to do something includes an obligation not to permit or encourage it to be done. The word "shall" indicates a mandatory obligation and the word "may" indicates a discretionary right. These Terms shall be interpreted in a manner consistent with their commercial purpose and with the intention of the parties, and in accordance with the governing law specified in Section 13.

2. Purpose of the Services

2.1 Regulatory Status

Ibernia provides a software and analytics Service. However, we are not an investment firm, financial advisor, insurance intermediary, broker-dealer, portfolio manager, credit provider, payment service provider or fiduciary, and we do not enter into any advisory or contractual relationship with your Clients. Nothing in the Service is intended to constitute, and you shall not represent it as constituting:

• "personal recommendation" or "investment advice" under Directive 2014/65/EU (MiFID II) and any European countries regulations and rules implementing it;
• "advising on financial products" or "advising on investments or credit" under the rules of the DFSA, FSRA or UAE Securities and Commodities Authority, or equivalent concepts under other Applicable Laws.

We do not perform suitability or appropriateness assessments, product governance assessments, portfolio management, order reception or transmission, order execution, or any other regulated investment or insurance service. You are solely responsible for all regulatory compliance obligations under Applicable Laws and any local equivalents that apply to you. Nothing in the Service constitutes a personal recommendation or a determination of suitability or appropriateness for any Client.

2.2 Professional Use Only

The Service is not intended for direct use by retail clients or consumers, and we do not onboard Clients as customers of Ibernia. The Service is intended exclusively for use by professional users, including:

• investment firms and credit institutions;
• insurance intermediaries and family offices;
• other entities that are authorised, registered or otherwise permitted under Applicable Laws to provide investment, insurance or financial advisory services;
• professionals employed by or contracted to such entities.

Any access you provide to Clients (for example, via read-only plan sharing) is solely as part of your own regulated advisory services and under your sole responsibility. The Service is a support tool only and does not generate, replace or file such records on your behalf. You shall not and shall not permit any other person to:

• upload, input or transmit through the Service any Content that is unlawful, infringing, defamatory, offensive, fraudulent or otherwise objectionable;
• input special-category personal data (including health, biometric or genetic data) without a lawful basis under Applicable Laws and without providing all required notices and, where necessary, obtaining valid consent from data subjects;
• bypass, disable or interfere with any security features, authentication mechanisms, rate limits or usage restrictions in the Service;
• scrape, crawl or use automated tools to extract data from the Service for competitive analysis, benchmarking or any purpose not expressly permitted by these Terms;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas or algorithms of the Service;
• resell, sublicense, lease, rent, timeshare, outsource, or provide service bureau or managed service access to the Service without our prior written consent; or
• present Outputs to Clients or rely on Outputs for client advice without conducting the professional review described in Section 4.2.

2.3 Verification

We may request evidence of your regulatory status during onboarding and from time to time thereafter (including on an annual basis). You shall provide such evidence (including registration numbers, licences, certificates or authorisation letters) within ten (10) business days of our request. We reserve our right to suspend or restrict access to the Service if you fail to provide satisfactory evidence of your status, or if we reasonably believe that continuing to provide the Service would expose us to legal or regulatory risk.

2.4 Your Representations

You represent and warrant on the Effective Date and on a continuing basis that:

• you are appropriately authorised, registered or exempt under all Applicable Laws that govern the services you provide to your Clients;
• any individuals who access the Service under your Subscription are your personnel or contractors who act under your supervision and within the scope of your authorisation or exemption;
• you maintain professional indemnity insurance or equivalent coverage appropriate to the services you provide;
• you shall immediately notify us if your authorisation, registration or exemption is suspended, revoked or materially restricted, or if any investigation or enforcement action is commenced against you which may affect your ability to use the Service lawfully;
• you shall not hold Ibernia out to Clients as providing investment, insurance, tax or other regulated advice, or as your appointed representative, tied agent or similar.

2.5 Your Responsibilities

You shall remain solely responsible for:

• determining how you use the Service within your regulatory permissions and internal policies;
• classifying your Clients appropriately;
• complying with all conduct-of-business, suitability, appropriateness, product governance, disclosure, record-keeping and reporting obligations that apply to you;
• ensuring that all advice or recommendations to Clients are based on your professional judgment and not solely on Outputs; and
• where Applicable Laws require you to prepare a suitability or appropriateness assessment or other advisory documentation for a Client, you must create and maintain those records in accordance with those laws.

2.6 Suspension

We may suspend or restrict your access to the Service, in whole or in part, with immediate effect where:

• we reasonably determine that such action is necessary to address a security risk, system vulnerability or threat to the integrity or availability of the Service;
• we reasonably suspect that the Service is being used in a manner that is unlawful, fraudulent, or materially breaches these Terms; or
• any fees payable under your Subscription remain overdue after we have provided notice and a reasonable opportunity to cure.

We shall reinstate access promptly once the underlying issue has been resolved to our reasonable satisfaction.

3. User Account and Access Control

3.1 Account Holder

Access to the Service is provided on a per-account Subscription basis. Each Subscription is linked to a single administrator account (the "Account Holder"). The Account Holder is responsible for managing the Subscription, configuring settings and ensuring compliance with these Terms. You shall ensure that:

• login credentials for the Service (including passwords, multi-factor authentication tokens and any API keys) are kept secure and confidential;
• each natural person who accesses the Service does so using credentials that are not shared with any other person; and
• login credentials are not used concurrently by more than one individual, and are not shared within your organisation or with any third party.

You must notify us without undue delay if you become aware of, or suspect, any unauthorised access to the Service or any compromise of your login credentials.

3.2 Additional Users

If you wish to permit additional individuals within your organisation to use the Service, you must purchase additional Subscriptions or such additional user access as we may offer from time to time, or agree alternative arrangements with us in writing. You must not permit multiple individuals to share a single Subscription or account in order to avoid paying applicable fees.

3.3 Device Limits

Each Subscription may be used on a limited number of devices at any one time, and we may limit the types of device on which the Service may be used. The devices included with your Subscription, including any limit on the number or type of device, are published on our pricing page and shown in your account settings, and may vary between Subscription plans.

If you sign in on a device in excess of those limits, you will be asked to sign out of another device before you can continue. To protect account security and to prevent circumvention of the device limit, we may apply reasonable limits on how often devices may be signed out in this way. Where such limits apply, we will show you the applicable limit, how much of it you have used and when it resets, at the point at which you sign out a device.

We may change the devices included with your Subscription from time to time. Where a change would reduce the number or type of devices available to you, we will give you notice and you may terminate your Subscription in accordance with the amendment provisions of these Terms.

4. AI Features

4.1 Inputs and Outputs

AI Features and AI Outputs are back-office assistive tools for professional users of the Service, intended solely to help you analyse information and prepare your own communications and recommendations. They do not constitute investment, insurance, tax, legal or other professional advice and must not be presented to Clients as advice without your independent review and approval. You shall not use AI Features or AI Outputs to make decisions that produce legal or similarly significant effects for a Client solely by automated means. You remain responsible for applying appropriate human review, oversight and explanation to any decision you take in relation to Clients and for exercising your own professional judgment at all times. AI Outputs are inherently non-deterministic and may be incomplete, inaccurate, biased or inconsistent, including when generated from the same inputs. We do not warrant that any AI Output is accurate, complete, reliable, appropriate or free from error or bias. AI Outputs are provided for informational purposes only and shall not be relied upon as the sole basis for making decisions regarding your Clients. You are responsible for independently reviewing and verifying any AI Outputs before using them in your advisory process or sharing them (in whole or in part) with Clients. You are also responsible for ensuring that your use of AI Features and AI Outputs complies with all Applicable Laws, including any rules on suitability, appropriateness, best interest, conflicts of interest and restrictions on profiling and automated decision-making. Before presenting any Output to a Client or relying on it for client advice, you must:

1. confirm that all data inputs (including client circumstances, assumptions, rates and timelines) are accurate, complete and current
2. satisfy yourself that you understand, at an appropriate level, the calculations, assumptions and limitations underlying the Output;
3. evaluate whether the Output is appropriate for the specific Client's circumstances, objectives and risk tolerance;
4. review the Output for obvious errors, inconsistencies, missing information or implausible results; and
5. exercise your independent professional judgment and not rely solely on the Output, and not rely on the Service (including AI Features) to make fully automated decisions that produce legal or similarly significant effects on a Client without a lawful basis and appropriate safeguards under Applicable Laws (including any restrictions on automated decision-making in data-protection laws).

You must document that you have performed this review in accordance with your firm's policies and regulatory obligations.

4.2 Model Training

We shall not use your Content or Client personal data to train or fine-tune underlying foundation or large language models, or to create derivative AI models, without your explicit prior written consent. We may use aggregated and irreversibly anonymised usage data, which does not identify you or any Client, to improve and develop the Service generally, including AI Features.

4.3 Accuracy and No-Reliance

Subject to Section 4.1, we do not guarantee the correctness, completeness, timeliness or reliability of any calculations, projections, scenarios or recommendations generated by the Service (including AI Features), except as expressly provided in Section 4.1. Investment values and income may fall as well as rise and Clients may receive back less than they invest. Any projections, forward-looking statements or scenario analyses generated by the Service are illustrative estimates only, based on assumptions and data that you provide. They are not guarantees of future performance or outcomes. Where past performance or simulated past performance is shown, you acknowledge that past performance is not a reliable indicator of future results.

5. Privacy and Security

5.1 Privacy

Our Privacy Policy, which forms part of these Terms, explains the categories of personal data we collect, the purposes for which we process it, the legal bases relied upon, our retention periods and the rights of data subjects. Where we process personal data on your behalf as a data processor, DPA incorporated into these Terms shall apply and shall take precedence over any conflicting provisions relating to privacy or data protection.

5.2 Parties roles

With respect to personal data about your Clients that you input into the Service, you act as the data controller (or equivalent term under Applicable Laws) and we act as your data processor. For personal data relating to advisors, users or representatives of your organisation that we collect for account management, billing, support, security or Service-improvement purposes, we act as an independent controller. You shall ensure that all notices have been provided and all consents obtained from Clients and other data subjects as required under Applicable Laws to permit us to process their personal data in accordance with these Terms, the Privacy Policy and the DPA.

5.3 Security measures

We will implement appropriate technical and organisational measures designed to protect Personal Data, taking into account the nature of the Processing and the risks to data subjects, including measures such as encryption in transit and access controls. We do not represent or warrant that such measures will be error-free or provide absolute security, as no security measures can guarantee complete protection against all risks. You remain solely responsible for securing your own systems and environments, for maintaining appropriate account configurations and user access controls, and for safeguarding any Personal Data exported from or otherwise processed outside the Service.

6. Intellectual Property

6.1 Content and Outputs

You retain ownership of all Content you provide to the Service, and you also own the Outputs generated from your Content, in each case subject to these Terms and any rights of third parties in underlying data, indexes or models. You grant us a non-exclusive, worldwide, royalty-free licence, for the duration of your Subscription and for any additional period during which we are lawfully retaining data under these Terms, to host, store, copy, transmit, display, run, process, adapt and use your Content and Outputs to provide, maintain, secure and support the Service, to troubleshoot and prevent abuse, to comply with legal or regulatory obligations and to perform analytics and Service improvement, provided that any analytics or improvement processing which is not strictly necessary to provide the Service shall be carried out on an aggregated or anonymised basis wherever reasonably practicable. You warrant that you have all necessary rights, consents, authorisations and lawful bases to upload Content and to grant the licence above, that the Content is, to the best of your knowledge, accurate and not misleading in any material respect, and that all notices have been provided and all consents obtained from Clients and other data subjects to permit us to process their personal data in accordance with these Terms.

6.2 Service Ownership

We retain ownership of the Service and all intellectual property rights in it, including all software, source code, models, algorithms, user interfaces, databases, documentation, visual design and any improvements, modifications or derivative works. No title to or ownership of the Service, or any part of it, is transferred to you under these Terms. You shall not acquire any rights in or to the Service other than the limited right to access and use it in accordance with these Terms. Except to the extent expressly permitted by Applicable Laws, you shall not copy, modify, adapt, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, underlying logic or structure of the Service, nor remove, obscure or alter any proprietary or confidentiality notices contained within it.

6.3 Suggestions and Feedback

If you provide us with any suggestions, ideas, comments or other feedback regarding the Service ("Feedback"), then, to the fullest extent permitted by Applicable Laws, you hereby assign to us all right, title and interest (including all intellectual property rights) in and to such Feedback without additional consideration. To the extent any such assignment is not effective under Applicable Laws, you grant to us a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free licence to use, copy, modify, distribute, publicly display and otherwise exploit the Feedback for any purpose in connection with our business, including to develop and improve the Service and other products and services, without obligation or liability to you. You shall ensure that any Feedback you provide does not infringe any third-party rights and does not contain confidential information of any person other than you.

6.4 Publicity Clause

With your prior written consent (which may be provided by email or via your account settings), we may identify you as a customer of the Service in our marketing materials, website, and presentations, and may use your name, logo, and trademarks for that purpose, including publishing a brief case study describing your use of the Service subject to your review and approval. You may provide or withdraw consent at any time by updating your account settings or by sending written notice to [email protected]. If you withdraw consent, we will cease new uses within 30 days; however, we are not required to remove materials already published or distributed, though we will use reasonable efforts to remove digital materials under our control.

7. Subscription and Payments

7.1 Term, Renewal and Cancellation

Your Subscription shall start on the effective date specified in the Order (or, if earlier, the date on which you first gain paid access to the Service) and shall continue for the term of your Subscription. Unless otherwise specified, each Subscription shall renew automatically for successive periods of the same duration as the initial term at the then-current fees, unless you cancel it before the applicable renewal date. Except where required by Applicable Laws or where we terminate the Service other than for your breach, we shall not provide refunds or credits for any unused portion of a billing period. We may, at our discretion, offer you access to the Service on a free or discounted fee basis.

7.2 Fees, Invoicing

Fees for your Subscription shall be as set out in the applicable Order or on the pricing page of the Service. Unless otherwise agreed, fees for card-based payments shall be due immediately at the time of purchase or on the relevant renewal date. For invoiced accounts, fees shall be due within ten (10) days of the invoice date. If a card payment fails, we may reattempt the charge a reasonable number of times; if payment is not successfully completed within a reasonable period, we may suspend or restrict access to the Service until payment is received in full. Any amount that remains unpaid after the due date shall accrue interest at the rate of one point five per cent (1.5%) per month, or, if lower, the maximum rate permitted by Applicable Laws, from the due date until the date of actual payment.

7.3 Taxes

All fees are exclusive of any taxes, duties, levies or similar governmental charges. You shall be responsible for all taxes arising out of or in connection with your Subscription, except for taxes based on our net income. If we are required to collect or remit taxes on your behalf, we shall invoice you for the applicable amount and you shall pay such amount unless you provide a valid exemption certificate or other appropriate documentation in a form reasonably acceptable to us.

7.4 Price Changes

We may revise our pricing from time to time. Any price change shall take effect only at the start of your next billing period and shall not affect the fees payable for your current Subscription term. We shall provide you with at least thirty (30) days' prior notice of any price change by email or through the Service. If you do not agree to a price change, you may cancel your Subscription before the relevant renewal date in accordance with Section 8. If you continue to use the Service after the price change takes effect, you shall be deemed to have accepted the revised pricing.

8. Termination

8.1 Termination

You may terminate your Subscription at any time through your account settings or by written notice to us. Termination shall take effect at the end of the then-current billing period, during which your access shall continue. Except where required by Applicable Laws or where we terminate the Service other than for your breach, no refunds or credits shall be provided for unused portions of a billing period.

8.2 Termination by us

We may suspend or terminate your access to the Service immediately upon written notice if your regulatory authorisation is suspended, revoked or materially restricted; if you fail to provide evidence of your regulatory status when requested; if providing the Service to you would breach Applicable Laws or expose us to material regulatory or legal risk; or if you have breached these Terms; or otherwise in accordance with these Terms.

8.3 Effect of Termination

Upon termination or expiry, your access to the Service shall convert to read-only mode solely for the purpose of data export during the export window described below. Following termination or expiry, you shall have a sixty (60) day export window during which you may access the Service in read-only mode to download your Content and Outputs in machine-readable format. We shall notify you when the export window begins. After the window expires, any further access shall require our written agreement. We shall delete or irreversibly anonymise all Content and Outputs from our active systems within thirty (30) days after the export window closes. Copies stored in encrypted backup systems may persist for up to ninety (90) days thereafter before being deleted in the ordinary course.

8.4 Survival

Sections addressing intellectual property, confidentiality, indemnities, warranties, limitation of liability, payment obligations accrued before termination, and governing law and dispute resolution shall survive termination or expiry of these Terms.

9. Confidentiality

9.1 Confidentiality Obligations

Each party shall keep the other party's Confidential Information confidential and shall use it solely for the purposes of performing its obligations and exercising its rights under these Terms. Each party shall protect the other party's Confidential Information using at least the same degree of care as it uses to protect its own information of a similar nature, and in any event not less than reasonable care. Confidential Information may be disclosed only to those employees, contractors, professional advisers or service providers of the Receiving Party who have a need to know it for the purposes of these Terms and who are bound by confidentiality obligations no less protective than those set out in this Section 9.

9.2 Compelled Disclosure

If the Receiving Party is required by law, regulation or the order of a court or regulatory authority to disclose any of the Disclosing Party's Confidential Information, it may do so provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice of the requirement and cooperates (at the Disclosing Party's cost) with any reasonable steps the Disclosing Party takes to seek confidential treatment or to challenge the requirement.

9.3 Duration

The obligations in this Section 9 shall continue for a period of five (5) years from the date of disclosure of the relevant Confidential Information, except that obligations in respect of trade secrets, personal data and source code shall continue for so long as such information remains a trade secret, personal data or source code, as applicable, under Applicable Laws.

10. Indemnities

10.1 Our IP Indemnity

Subject to Section 10.3 and Section 15, we shall defend you against any claim brought by a third party alleging that your authorised use of the unmodified Service, as made available by us, infringes a patent, copyright, trade mark or trade secret right of that third party, and we shall pay any damages and reasonable costs finally awarded against you by a court of competent jurisdiction (or agreed in settlement) as a result of such claim. If such a claim is made or, in our reasonable opinion, is likely to be made, we may at our option: (a) procure for you the right to continue using the Service; (b) modify the Service so that it becomes non-infringing without materially reducing its functionality; or (c) replace the Service with a non-infringing service of substantially equivalent functionality. If none of these options is commercially reasonable, we may terminate your Subscription to the affected part of the Service and shall refund any prepaid, unused fees in respect of that part of the Service for the remaining period of the then-current Subscription term. Our obligations under this Section 10.1 shall not apply to any claim to the extent arising from: (i) use of the Service in combination with any product, service or data not provided by us; (ii) use of the Service in breach of these Terms; or (iii) modification of the Service by anyone other than us.

10.2 Your Indemnity

You shall, to the fullest extent permitted by Applicable Laws, indemnify and hold us harmless from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in breach of these Terms or Applicable Laws; (b) any Content or Outputs, including their use by us in accordance with these Terms, to the extent they give rise to third-party claims (including from Clients, regulators or data subjects); or (c) your advisory activities or any advice, recommendation or representation you provide to Clients, even where you have used the Service or Outputs as a support tool.

10.3 Indemnity Procedure

The obligations in Sections 10.1 and 10.2 are conditional upon the party seeking indemnification: (a) giving the indemnifying party prompt written notice of the claim (except that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced); (b) granting the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party shall not settle any claim in a manner that imposes any admission of liability or non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld); and (c) providing the indemnifying party with reasonable cooperation and assistance, at the indemnifying party's expense.

11. No Warranty

11.1 General Disclaimer

The Service (including all features, modules, dashboards, projections, scenarios, reports, charts, explanations, AI Features and AI Outputs) is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by Applicable Laws, we do not make, and hereby disclaim, all warranties, representations and conditions of any kind, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability, quiet enjoyment or that the Service will meet your requirements or produce any particular business, financial or regulatory outcome. We do not warrant that the Service will be uninterrupted, error-free, secure or free from vulnerabilities, or that any defects will be corrected within any particular timeframe. You are solely responsible for implementing appropriate back-up, security and verification procedures in relation to your use of the Service.

11.2 Projections, Scenarios and Outputs

You acknowledge that all projections, forecasts, simulations, scenario analyses, "what-if" calculations and other Outputs produced by the Service are illustrative and hypothetical in nature, depend entirely on the data, parameters and assumptions that you select, and are not guarantees, promises or predictions of actual performance, outcomes or events. We do not warrant, represent or guarantee that any projection, scenario, target, probability, risk metric or other Output generated by the Service will be achieved, is internally consistent, is free from model risk, or is appropriate for any particular Client. You remain solely responsible for checking, validating and interpreting all Outputs and for deciding whether and how to use them in your advisory process. You assume the entire risk as to the use of, and reliance on, any Outputs.

11.3 No Regulatory Warranty

Without limiting Sections 2 and 11.1, we do not warrant or represent that the Service, any feature of the Service, or any Output:

• is compliant with, or has been designed to satisfy, the requirements of any particular financial-services, securities, investment, insurance, banking regime;
• is sufficient to demonstrate your compliance with any obligations relating to suitability, appropriateness, best interest, product governance, disclosure, record-keeping, reporting or any other conduct-of-business rules; or
• has been reviewed, approved or endorsed by any regulator or supervisory authority.

You remain solely responsible for ensuring that your use of the Service is compliant with all Applicable Laws, for putting in place your own policies, procedures, controls and documentation, and for determining whether and how any Outputs are used in providing advice or other services to Clients. No part of the Service is intended to, and does not, constitute legal, regulatory, tax or compliance advice.

11.4 Projections and Calculations

You acknowledge that all projections, forecasts, simulations, scenario analyses, "what-if" calculations, risk metrics, charts and other numerical or analytical results produced by the Service (whether generated by the core deterministic calculation engine or by AI Features) are illustrative and hypothetical in nature only. They depend on the data, parameters and assumptions that you select and are not guarantees, promises or predictions of actual performance, outcomes or events. To the fullest extent permitted by Applicable Laws, we do not warrant, represent or guarantee that any such projection, scenario, calculation or other Output is accurate, complete, up to date, internally consistent, free from error or defect, suitable for any particular purpose, or will be achieved in practice. You remain solely responsible for checking, validating and interpreting all such results and for deciding whether and how to use or rely on them in your advisory process or with Clients. You assume the entire risk as to the use of, and reliance on, any such calculations and Outputs.

12. Limitation of Liability

12.1 Liability Cap

Subject to Sections 12.2 and 12.3, and to the fullest extent permitted by Applicable Laws, each party's total aggregate liability to the other arising out of or in connection with these Terms, the Service or any Subscription, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of: (i) the total fees paid or payable by you to us under these Terms in the twelve (12) months immediately preceding the event giving rise to liability; or (ii) EUR 1,000 (or the equivalent in local currency). Multiple claims or events shall not increase this overall cap.

12.2 Excluded Types of Loss

Subject always to Section 12.3 and to the fullest extent permitted by Applicable Laws, neither party shall be liable to the other for any loss of profits, revenue, business, anticipated savings, goodwill or business opportunity, nor for any loss or corruption of data (except to the limited extent, if any, expressly covered by our backup and recovery obligations in these Terms), nor for any indirect, special, incidental, consequential, exemplary or punitive damages, nor for any damages, costs or losses arising from or in connection with claims brought against you by your Clients or any regulatory investigation, sanction, fine or penalty imposed on you in connection with your use of the Service or your advisory services, whether or not such loss was foreseeable or the party has been advised of the possibility of such loss.

12.3 Non-Excludable Liability

Nothing in these Terms is intended to exclude or limit any liability which cannot be excluded or limited under Applicable Laws. In particular, nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. In addition, the exclusions in Section 12.2 shall not apply to your obligation to pay fees and Taxes under these Terms, to your indemnification obligations under Section 10.2, or to our indemnification obligations under Section 10.1, provided that our total aggregate liability in respect of all such indemnification obligations shall at all times remain subject to the overall cap set out in Section 12.1.

12.4 Allocation of Risk

The limitations and exclusions in this Section 12 reflect a deliberate and reasonable allocation of risk between the parties and form an essential basis of the bargain under these Terms. The fees payable by you have been set by reference to these limitations and exclusions and would be substantially higher without them.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Emirate of Sharjah and the applicable federal laws of the United Arab Emirates, without giving effect to any choice of law or conflict of law rules that would result in the application of the laws of any other jurisdiction.

13.2 Agreement to Arbitrate

Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with the DIAC Rules in force at the time the arbitration is commenced, which rules are deemed to be incorporated by reference into this Section 13.

The seat (legal place) of arbitration shall be the Emirate of Sharjah, United Arab Emirates. The tribunal shall consist of one arbitrator appointed in accordance with the DIAC Rules, unless the parties agree in writing to a different number. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction. Nothing in these Terms shall prevent either party from applying to the courts of the Emirate of Sharjah or any other court of competent jurisdiction for interim, conservatory or injunctive relief (including orders to protect intellectual property rights or Confidential Information, or to preserve evidence) in support of the arbitration. Any such application shall not be construed as incompatible with, or a waiver of, the agreement to arbitrate in this Section 13.

13.3 Time Limits

To the fullest extent permitted by Applicable Laws, any claim or cause of action arising out of or in connection with these Terms or the Service must be commenced within two (2) years from the date on which the party became, or ought reasonably to have become, aware of the claim.

14. Miscellaneous

14.1 Assignment and Subcontracting

We may at any time assign, novate or transfer our rights and obligations under these Terms, in whole or in part, to any of our affiliates or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our business or assets relating to the Service. We may also use affiliates and reputable subcontractors to perform our obligations, provided that we remain responsible for their performance. You shall not assign, novate or transfer any of your rights or obligations under these Terms without our prior written consent, which shall not be unreasonably withheld or delayed.

14.2 Relationship of the Parties

The parties are independent contractors and nothing in these Terms shall be construed as creating any partnership, joint venture, franchise, agency, fiduciary or employment relationship between the parties. Neither party is authorised to make any commitment or representation on behalf of the other.

14.3 Severability

If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision shall be deemed deleted, and the remaining provisions shall continue in full force and effect.

14.4 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that or any other right or remedy. A waiver of any right or remedy shall be effective only if given in writing and shall apply only to the specific instance and purpose for which it is given.

14.5 Force Majeure

Neither party shall be in breach of these Terms, nor otherwise liable for any delay or failure in the performance of its obligations (other than payment obligations) to the extent that such delay or failure is caused by an event or circumstance beyond its reasonable control. Such events or circumstances may include natural disasters, war, terrorism, civil unrest, strikes or other industrial disputes not limited to the affected party's own workforce, failure of utilities or telecommunications, failure of third-party hosting or cloud providers, and acts of government or regulators. The party affected by a force majeure event shall take reasonable steps to mitigate its effects and shall resume performance of its obligations as soon as reasonably practicable after the event or circumstance ceases.

14.6 Entire Agreement

These Terms, together with any Orders, the Privacy Policy and the DPA, constitute the entire agreement between the parties in relation to the subject matter of the Service and supersede all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, relating to that subject matter. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedy in respect of, any statement, representation or warranty (whether made innocently or negligently) that is not expressly set out in these Terms, but nothing in this Section 14.6 shall limit or exclude liability for fraud or fraudulent misrepresentation.