Legal

Terms of Service

Last updated June 2026

1. Introduction, Parties and Acceptance

1.1 These Terms of Service (the "Terms") are a legally binding agreement between:

(a) Evryone Ltd, a company registered in England and Wales, whose registered office is at [Registered office address] (the "Company", "Frame", "we", "us" or "our"); and

(b) the person, business or other legal entity that registers for, accesses or uses the Service (the "Customer", "you" or "your").

1.2 The Company operates "Frame.plus" (also referred to as "Frame", the "Service" or the "Platform"), an AI marketing operating system and automation engine for small businesses, founders, creators, agencies and multi-business owners.

1.3 By clicking "I agree" (or a similar control), creating an account, or accessing or using the Service, you confirm that you have read, understood and agree to be bound by these Terms and by the documents incorporated into them by reference, including the Privacy Policy, the Cookie Policy and the Data Processing Agreement (the "DPA"). If you do not agree, you must not access or use the Service.

1.4 If you are entering into these Terms on behalf of a company, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you", "Customer" and "your" refer to that entity. If you do not have such authority, you must not access or use the Service on its behalf.

1.5 These Terms, together with any Order, applicable plan description, and the documents referred to in clause 1.3, constitute the entire agreement between the parties in respect of the Service (the "Agreement"). In the event of conflict, the order of precedence in clause 24 applies.

1.6 We may make available additional or product-specific terms for particular features (for example, beta features, premium add-ons, or third-party integrations). Where you use those features, the additional terms apply in addition to these Terms and, to the extent of any conflict in respect of that feature, take precedence.

2. Definitions and Interpretation

2.1 In these Terms, the following defined terms apply:

"Account" means the account created by or for the Customer to access and use the Service.
"Acceptable Use Policy" or "AUP" means the acceptable use obligations set out in clause 7 and any sending and anti-spam policy referenced in it.
"Add-on" means an optional paid feature, capacity uplift, credit pack or email-send allowance pack made available for purchase in addition to a Plan.
"Authorised User" means an individual whom the Customer permits to access and use the Service under the Customer's Account, including the Customer's employees, contractors, agents and team members.
"Brand Brain" means the Service feature that stores and structures information about the Customer's brand, business, audience, tone of voice and preferences to inform content generation.
"Confidential Information" has the meaning given in clause 17.
"Content" means any data, text, files, images, video, audio, creative materials, lists, prompts, instructions, briefs, brand assets, mailing lists, contact and lead data, email content, and other materials that the Customer (or an Authorised User) uploads to, inputs into, or generates through the Service.
"Frame Credits" means the usage units consumed by eligible AI text, image and lightweight-animation generation, as further described in clause 6. Frame Credits do not pay for video generation or email delivery.
"Customer Personal Data" means Personal Data contained within Customer Content that the Company Processes on the Customer's behalf as a processor, including audience and contact lists, uploaded creative materials, Outreach Lead Data, email content and email engagement/event data, as further described in the DPA.
"Data Protection Laws" means all laws and regulations applicable to the Processing of Personal Data, including the UK GDPR, the Data Protection Act 2018 ("DPA 2018"), the Privacy and Electronic Communications Regulations 2003 ("PECR") and, where applicable to EU/EEA data subjects, the EU GDPR (Regulation (EU) 2016/679).
"DPA" means the Data Processing Agreement between the parties governing the Company's Processing of Customer Personal Data as a processor, incorporated into these Terms by reference.
"Email Sends" means the separate allowance of outbound emails included in a Plan or purchased as an Add-on, metered per recipient as described in clause 6.
"Frame AI" means the artificial intelligence and machine-learning features of the Service, including the Frame AI chat assistant, content planning, copy and strategy drafting, image and video generation, and lead-targeting assistance.
"Intellectual Property Rights" or "IPR" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names, goodwill, design rights, database rights, rights in confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, including applications for, and rights to apply for, the same, in each case for their full term and anywhere in the world.
"Order" means an online or written order, subscription selection, checkout, or sign-up through which the Customer subscribes to a Plan or purchases Add-ons.
"Outreach" means the Service feature comprising AI lead generation, an email inbox/sent function, and AI-drafted replies, as further described in clause 7.
"Output" means content, suggestions, drafts, images, video, copy, plans, replies or other materials generated by Frame AI in response to the Customer's inputs, prompts, Content and instructions.
"Personal Data", "Processing", "controller" and "processor" have the meanings given in the UK GDPR.
"Plan" means the subscription tier selected by the Customer, including its associated Frame Credits, Video Credits, Email Sends, features and fees.
"Video Credits" means the separate usage units consumed by premium video generation, as further described in clause 6.
"Privacy Policy" means the Frame.plus privacy policy describing how the Company Processes Personal Data as a controller, available on the Platform.
"Service" or "Platform" means the Frame.plus software-as-a-service platform, websites, applications, APIs, integrations and related services made available by the Company.
"Stripe" means Stripe, Inc. and its affiliates, the Company's payment processing provider.
"Sub-processor" means a third party engaged by the Company to Process Customer Personal Data, as listed in the DPA.
"Subscription Term" means the period for which the Customer has subscribed to a Plan, as described in clause 6.
"Third-Party Platform" means any third-party service, platform or network that the Customer connects to or uses through the Service, including social media networks, advertising platforms, email systems, and integration providers such as Zernio.
"UK GDPR" means the retained EU law version of the General Data Protection Regulation as it forms part of the law of England and Wales, Scotland and Northern Ireland.

2.2 In these Terms: (a) clause headings do not affect interpretation; (b) "including", "include" and "in particular" are illustrative and do not limit the words that follow; (c) references to legislation include subordinate legislation and any amendment, re-enactment or replacement; (d) a reference to writing includes email; (e) the singular includes the plural and vice versa; and (f) references to a "person" include individuals, bodies corporate and unincorporated associations.

3. The Service

3.1 Overview. Frame.plus is an AI marketing operating system. A Customer sets up its brand once, after which Frame plans, generates, schedules, publishes and reports on marketing across social media, advertising, newsletters, blog and video. The Service generates content continuously in the background while the Customer reviews and approves it.

3.2 Features. The Service includes, depending on the Customer's Plan and as the Company may vary from time to time:

(a) passwordless email sign-in using one-time codes;

(b) business onboarding and automated website study;

(d) Creative Studio (AI image and video generation);

(e) a content calendar, scheduling and grouped approvals;

(f) Outreach (AI lead generation, email inbox/sent, and AI-drafted replies);

(g) Analytics;

(h) the Frame AI chat assistant; and

(i) separate Frame Credit, Video Credit and Email Send balances.

3.3 Continuous generation; Customer approval. The Customer acknowledges that the Service is designed to generate draft content automatically and continuously. Except where the Customer expressly enables auto-publishing or auto-sending features, content is presented to the Customer for review and approval before it is published or sent. The Customer is solely responsible for reviewing, approving and publishing content as set out in clauses 7 and 9.

3.4 Changes to the Service. We continuously develop the Service and may add, modify, deprecate or remove features, integrations or functionality. We will not materially degrade the core functionality of a paid Plan during a paid Subscription Term without notice. Material changes are addressed in clause 21.

3.5 Beta features. We may offer features identified as beta, preview, early-access or experimental ("Beta Features"). Beta Features are provided "as is", may be changed or withdrawn at any time, are excluded from any service levels, and are used at the Customer's own risk.

4. Licence to Use the Service

4.1 Subject to the Customer's compliance with the Agreement and payment of applicable fees, the Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for the Customer's internal business purposes during the Subscription Term.

4.2 Restrictions. The Customer must not, and must not permit any Authorised User or third party to:

(a) copy, modify, adapt, translate or create derivative works of the Service except as expressly permitted;

(b) reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, save to the extent such restriction is prohibited by law;

(c) rent, lease, lend, sell, sublicense, distribute or otherwise make the Service available to any third party, or operate the Service as a service bureau, except as expressly permitted for the Customer's own clients where the Customer is an agency using the Service to deliver services to its own customers (and in such case the Customer remains responsible for all use under its Account);

(d) circumvent or disable any security, authentication, usage-metering, rate-limiting or access-control feature;

(e) access the Service to build a competing product or service, or to benchmark it without our prior written consent;

(f) introduce malware or any harmful code, or use the Service to do so;

(g) scrape, crawl or harvest data from the Service other than via functionality we expressly provide; or

(h) use the Service other than in accordance with the AUP and applicable law.

4.3 We reserve all rights not expressly granted under the Agreement.

5. Account Registration, Authentication, Eligibility and Users

5.1 Registration. To use the Service, the Customer must register an Account and provide accurate, current and complete information, and keep it up to date.

5.2 Passwordless authentication. The Service uses passwordless authentication. Instead of a password, you sign in using a one-time code sent to your registered email address, together with signed session tokens. You are responsible for:

(a) maintaining the security and control of the email account associated with your Account;

(b) keeping one-time codes confidential and not sharing them; and

(c) all activity that occurs under your Account, whether or not authorised by you, to the extent it results from your failure to safeguard your email account or session.

5.3 Notification of compromise. You must notify us promptly at [Registered office address] or via the contacts in clause 22 if you suspect any unauthorised access to or use of your Account.

5.4 Eligibility. The Service is provided for business use only and is not intended for personal, household or consumer purposes. By using the Service, you represent and warrant that:

(a) you are at least 18 years old;

(b) you are using the Service for purposes related to your trade, business, craft or profession;

(d) you are not barred from using the Service under any applicable law.

5.5 Consumer rights. Because the Service is provided for business use, statutory rights applicable to consumers do not apply. If you are nonetheless a sole trader or other individual who qualifies as a consumer under applicable law, nothing in these Terms limits or excludes any rights that cannot lawfully be limited or excluded.

5.6 Authorised Users. The Customer may permit Authorised Users to access the Service under its Account, subject to Plan limits. The Customer:

(a) is responsible for all acts and omissions of its Authorised Users as if they were the Customer's own;

(b) must ensure each Authorised User complies with the Agreement, including the AUP;

(d) must promptly deactivate or remove access for any Authorised User who should no longer have access.

5.7 Multiple businesses. Where the Customer manages multiple businesses or brands through a single Account (for example, agencies and multi-business owners), the Customer is responsible for ensuring it has the necessary rights, authority and lawful bases in respect of each business and its Content, and for honouring the obligations in clauses 7, 9 and 14 separately for each.

6. Plans, Usage Balances, Billing and Renewals

6.1 Plans. The Service is offered under one or more Plans. The features, Frame Credit allocation, Video Credit allocation, Email Sends, limits and fees for each Plan are set out at the point of Order or on the Platform's pricing pages, which form part of the Agreement.

6.2 Separate usage balances. Frame Credits, Video Credits and Email Sends are independent balances and cannot be exchanged, combined or substituted for one another. Usage rates are shown in the Platform and may be updated prospectively. Manual editing, uploading, reusing, approving, scheduling, publishing and exporting do not consume Frame Credits unless the Platform expressly identifies a metered AI operation.

6.3 Frame Credits. Eligible AI text, image and lightweight-animation operations consume Frame Credits. Included Frame Credits may roll over only up to the cap published for the applicable Plan. Purchased Frame Credits are tracked separately, expire 12 months after purchase unless a different period is shown at checkout, and are consumed after included credits. A technical generation failure attributable to Frame will release or refund the reserved usage; rejected or unused successful Output does not entitle the Customer to a refund.

6.4 Video Credits. Premium video generation consumes only Video Credits. Usage is calculated as 5 Video Credits for each started 15-second block of requested duration (for example, up to 15 seconds uses 5 credits, 16–30 seconds uses 10, and 31–45 seconds uses 15). Included Video Credits reset each billing cycle and do not roll over. Purchased Video Credits expire 6 months after purchase unless a different period is shown at checkout. A technical video-generation failure attributable to Frame will release or refund the reserved Video Credits.

6.5 Email Sends. Outbound email is metered against Email Sends and does not consume Frame Credits or Video Credits. One Email Send is charged for each non-suppressed recipient submitted to the delivery provider. Suppressed recipients are removed before charging. An accepted message counts even if it later bounces; a failure before provider acceptance releases the reservation. Included Email Sends reset each billing cycle and do not roll over. Purchased Email Sends expire 90 days after purchase unless stated otherwise. Sending remains subject to clause 7.

6.6 Consumption order and Add-ons. Frame consumes active included balances first, then purchased balances in earliest-expiry order, then promotional balances. The Customer may purchase Add-ons for any balance or other available capacity. Add-ons are governed by these Terms and any additional terms displayed at purchase.

6.7 Billing via Stripe. Fees are charged through our payment processor, Stripe. By providing payment details, you authorise us and Stripe to charge the applicable fees, including recurring subscription fees, usage-based fees and Add-on charges, to your payment method. Stripe acts as an independent controller in respect of payment card data; we do not store full card numbers but retain limited billing metadata. Your use of Stripe is subject to Stripe's own terms and privacy policy.

6.8 Subscription Term and renewals. Plans are offered on a recurring basis (for example monthly or annually). Unless cancelled before the end of the then-current Subscription Term, each Plan automatically renews for a further period of the same length at the then-current fees, and you authorise the corresponding charge. You may cancel auto-renewal at any time through your Account settings or by contacting us; cancellation takes effect at the end of the current Subscription Term.

6.9 Trials. We may offer free trials or promotional access. Unless stated otherwise: (a) trials are for evaluation only; (b) at the end of the trial, the Plan converts to a paid subscription and charges begin only where the Customer has expressly selected a paid Plan and supplied a valid payment method; (c) trial eligibility and features are at our discretion; and (d) we may modify or withdraw trials at any time.

6.10 Price changes. We may change fees, usage rates or allowances. For changes affecting recurring charges, we will give you reasonable prior notice (and at least 30 days where required), and changes take effect at your next renewal. Continued use after the change takes effect constitutes acceptance; if you do not accept, you may cancel before the change takes effect.

6.11 Taxes. All fees are exclusive of applicable taxes, levies or duties unless stated otherwise. The Customer is responsible for all such taxes, other than taxes on the Company's income.

6.12 Late or failed payment. If a payment fails or is overdue, we may: (a) retry the charge; (b) suspend or limit access to the Service, usage balances and sending; and (c) charge interest on overdue sums at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998. You remain liable for all fees incurred.

6.13 Refunds. Except where required by law or expressly stated, fees are non-refundable, and there are no refunds or replacement balances for partial periods, unused Frame Credits, unused Video Credits, unused Email Sends, or features not used. This does not affect any non-excludable statutory rights.

6.14 Invoices and disputes. You must notify us of any good-faith billing dispute within 30 days of the relevant charge; otherwise the charge is deemed accepted. Disputed amounts must be raised via the contacts in clause 22.

7. Acceptable Use, Customer Obligations and Outreach / Email Marketing

7.1 General acceptable use. The Customer must, and must ensure its Authorised Users, use the Service lawfully and in accordance with the AUP. The Customer must not use the Service to:

(a) violate any applicable law, regulation or third-party right;

(b) infringe any IPR or misappropriate confidential information;

(c) upload, generate, send or publish content that is unlawful, defamatory, obscene, harassing, hateful, deceptive, fraudulent, or that promotes violence or discrimination;

(d) impersonate any person or misrepresent an affiliation;

(e) transmit malware or engage in any activity that interferes with or disrupts the Service or any Third-Party Platform;

(f) attempt to gain unauthorised access to any system, data or account;

(g) use the Service to develop, train or improve any competing AI model or service; or

(h) use the Service in any way that could damage the reputation of the Company or its Sub-processors, or jeopardise email-sending reputation or domain deliverability.

7.2 Customer responsibility for Content. The Customer is solely responsible for all Content it uploads, inputs, generates, approves, publishes or sends through the Service, and for ensuring it has all rights, consents, permissions and lawful bases necessary to do so.

7.3 Outreach and email marketing — data protection warranties. This clause applies wherever the Customer uses Outreach, audience/mailing lists, or any email-sending feature. The Customer acknowledges that, in respect of Customer Personal Data, the Customer is the controller and the Company is a processor acting only on the Customer's documented instructions (see the DPA). The Customer represents, warrants and undertakes, on a continuing basis, that:

(a) it is the controller of, and has determined a valid lawful basis under the UK GDPR (Art 6) for, all contacts, leads, audiences and recipients it loads into, generates through, or emails via the Service;

(b) it has a valid lawful basis under PECR for all electronic marketing it sends, namely:

(i) for corporate subscribers (corporate bodies such as limited companies, LLPs and public bodies), it relies on consent or on legitimate interests supported by a legitimate interests assessment, the recipient is able to object and opt out, and the sender is identified; and

(ii) for individual subscribers (consumers, sole traders and non-LLP partnerships), it has obtained valid consent or satisfies the PECR soft opt-in conditions;

(c) it has provided all required privacy information to data subjects and will handle data subject rights requests for which it is controller;

(d) it will include clear and accurate sender identification (including a valid identity and contact/postal address) in all marketing emails;

(e) it will provide a functioning unsubscribe / opt-out mechanism in every marketing email and will promptly honour all unsubscribes, objections and withdrawals of consent;

(f) it will not upload, generate or send to:

(i) special-category data (UK GDPR Art 9) or criminal-offence data (Art 10);

(ii) data of children where consent or another lawful basis is not validly in place; or

(iii) any data obtained unlawfully, in breach of any third-party terms, or by purchasing or scraping in a manner that breaches Data Protection Laws; and

(g) it will not send unsolicited bulk or commercial email ("spam") in breach of PECR, the UK GDPR, the CAN-SPAM Act (where US recipients are involved), or any other applicable anti-spam law.

7.4 Frame's supporting measures. To support lawful sending, the Company provides one-click unsubscribe handling, suppression lists, and sender-identification fields. The Company maintains suppression data to honour opt-outs; the Customer must not remove, suppress or override unsubscribe records, and acknowledges that suppression data is retained even after other data is deleted (see clause 16 and the Privacy Policy).

7.5 Anti-spam and sending policy. The Customer must comply with the following sending policy. The Company may, acting reasonably to protect deliverability, compliance and other customers:

(a) set and enforce sending rate limits, warm-up requirements and volume caps;

(b) require authentication of sending domains (e.g. SPF, DKIM, DMARC);

(c) monitor bounce, complaint, spam-trap and unsubscribe rates and pause, throttle or suspend sending where rates exceed acceptable thresholds or where unlawful or abusive sending is suspected;

(d) require the Customer to maintain good list hygiene and to refrain from emailing purchased, rented, scraped or non-consented lists in breach of clause 7.3; and

(e) refuse to send, or remove, any content that violates the AUP.

7.6 Cooperation with investigations. The Customer must promptly assist with, and provide information reasonably required for, any investigation into suspected breaches of this clause 7 or complaints relating to the Customer's sending.

7.7 Consequences. Breach of this clause 7 is a material breach and may result in immediate suspension or termination under clause 15, and may give rise to indemnification obligations under clause 14.

8. AI-Generated Content

8.1 Nature of AI Output. The Service uses Frame AI and third-party AI models (see clause 10 and the DPA) to generate Output. Output is generated probabilistically and:

(a) may be inaccurate, incomplete, outdated, misleading or offensive, and may not reflect real facts, real people, real events or current law;

(b) is not guaranteed to be original or free from third-party rights, and similar or identical Output may be generated for other users;

(d) must not be relied upon without independent verification.

8.2 Customer review and approval. The Customer is solely responsible for reviewing, editing, verifying, approving and publishing all Output before it is published, sent, posted or otherwise used. By approving or publishing Output, the Customer takes responsibility for it as if it were the Customer's own content, including its legality, accuracy, non-infringement and compliance with platform rules and the AUP.

8.3 Intellectual property in inputs and outputs. As between the parties, and subject to clause 11 and the rights of any third-party AI provider and underlying rightsholders:

(a) the Customer retains all rights it holds in the inputs, prompts, briefs and Content it provides;

(b) to the extent we are able to assign or do assign such rights, and subject to applicable third-party model terms, the Company assigns to the Customer such rights as the Company may have in the Output generated specifically for the Customer, so that the Customer may use the Output for its business purposes;

(c) the Customer's rights in Output are subject to the Customer's compliance with the Agreement and the terms of any applicable third-party AI provider; and

(d) the Company may use de-identified and aggregated data, and Output, to operate, secure and improve the Service, subject to the DPA and the Privacy Policy.

8.4 No infringement assurance. Given the nature of generative AI, the Company does not warrant that Output does not infringe third-party rights. The Customer must perform its own checks (including rights-clearance and trade-mark checks) before commercial use, particularly for images, video, logos and brand-adjacent material.

8.5 Prohibited AI uses. The Customer must not use Frame AI to generate content that is unlawful, infringing, deceptive (including unlawful deepfakes or impersonation), or otherwise in breach of the AUP, and must not submit special-category data or unlawfully-obtained data as inputs.

9. Customer Content, Approvals and Publishing

9.1 Ownership of Customer Content. As between the parties, the Customer (or its licensors) owns all Customer Content. The Customer is responsible for the accuracy, quality, legality and rights to use Customer Content.

9.2 Licence to the Company. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit, display, adapt and otherwise use Customer Content solely to the extent necessary to provide, secure, maintain and improve the Service, to perform the Agreement, and to comply with the Customer's instructions and applicable law. Where Customer Content includes Customer Personal Data, the DPA governs the Company's Processing.

9.3 Brand assets. The Customer may upload brand assets (logos, images, video, copy, guidelines). The Customer warrants it has the rights to upload and use such assets through the Service and to permit the Company and its Sub-processors to Process them as needed to provide the Service. The Customer acknowledges that uploaded assets may incidentally contain Personal Data (for example, individuals depicted in images) and is responsible for ensuring a lawful basis for such Processing.

9.4 Publishing and scheduling. Where the Customer enables publishing, scheduling or sending (including via Third-Party Platforms), the Customer authorises the Company to publish, schedule and send the approved content on the Customer's behalf. The Customer remains responsible for the content published and for compliance with the rules of each Third-Party Platform.

9.5 No obligation to monitor. The Company is not obliged to monitor, screen or moderate Customer Content or Output, but may remove, disable or refuse content that it reasonably believes breaches the Agreement or applicable law.

10. Sub-processors and Data Hosting

10.1 The Company uses Sub-processors to provide the Service, including for AI generation, email sending and receiving, storage, database, queueing and integrations. The current list of Sub-processors, their purposes, locations and transfer safeguards is set out in the DPA. By way of summary, these include (without limitation) Amazon Web Services (including Amazon SES, S3, and SNS/SQS), MongoDB Atlas, Upstash, Stripe, OpenAI, Anthropic, DeepSeek, Seedance, Pexels, and Zernio.

10.2 Primary hosting region. The primary data hosting region for the Service is AWS Europe (London), eu-west-2 (United Kingdom).

10.3 International transfers. Some Sub-processors operate outside the UK, and certain Content may be transferred internationally (including to the United States and, for some AI generation features, to providers in China). Such transfers are subject to appropriate safeguards (including the UK International Data Transfer Agreement (IDTA) / EU Standard Contractual Clauses with the UK Addendum, the UK Extension to the EU-US Data Privacy Framework where applicable, and Transfer Risk Assessments), as described in the DPA and the Privacy Policy. The Customer acknowledges that certain higher-risk transfers (including to China-based AI providers) are subject to specific risk assessment and data-minimisation measures, and the Customer must not submit special-category or unlawfully-obtained data.

10.4 The Company will give notice of changes to its Sub-processors in accordance with the DPA, and the Customer's objection rights are as set out in the DPA.

11. Intellectual Property

11.1 Frame IPR. The Company and its licensors own all IPR in and to the Service, the Platform, the software, the Frame AI orchestration, the documentation, and all related materials, including all improvements and derivative works (excluding Customer Content and, subject to clause 8.3, Output). No IPR is transferred to the Customer except for the limited licence in clause 4.

11.2 Trade marks. "Frame", "Frame.plus", the Company's logos and brand features are trade marks of the Company. The Customer must not use them without prior written consent, except as necessary to use the Service.

11.3 Customer content licence. The licence the Customer grants in respect of Customer Content is set out in clause 9.2.

11.4 Feedback. If the Customer provides feedback, suggestions or ideas about the Service, the Customer grants the Company a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation.

11.5 Third-party materials. The Service may incorporate or make available third-party materials (including stock imagery from Pexels and AI-model outputs) subject to third-party terms. The Customer is responsible for complying with such terms in respect of its use.

12. Third-Party Platforms and Deliverability

12.1 Third-Party Platforms. The Service integrates with Third-Party Platforms (including social networks, advertising platforms, email systems, and Zernio for social account connection, publishing/scheduling and ads connection). Such Platforms are operated by third parties under their own terms and privacy policies. The Customer's use of any Third-Party Platform is at its own risk and subject to those terms.

12.2 Authorisations and tokens. Where the Customer connects a Third-Party Platform, the Customer authorises the Company (and relevant integration providers) to access and use that Platform on the Customer's behalf to the extent necessary to provide the Service, using the access tokens or credentials provided.

12.3 No control. The Company does not control Third-Party Platforms and is not responsible for: (a) their availability, functionality, policies, fees or changes; (b) suspension, throttling, rejection or removal of content, accounts or ads by them; or (c) any acts or omissions of their operators. Changes to third-party APIs may affect or disable features without notice.

12.4 Email deliverability disclaimer. The Company does not warrant that any email will be delivered, will reach the inbox (rather than spam/junk), or will achieve any particular open, click or deliverability rate. Deliverability depends on factors outside the Company's control, including recipient mail providers, sender and domain reputation, list quality, content, and the Customer's compliance with clause 7. The Customer is responsible for the consequences of its sending practices, including blocklisting and reputation damage caused by its conduct.

13. Data Protection

13.1 Each party will comply with its obligations under Data Protection Laws.

13.2 Roles. In respect of:

(a) the Personal Data of the Customer and its Authorised Users (account, authentication, billing, support, usage and analytics) and the Company's own marketing to prospects, the Company acts as controller, as described in the Privacy Policy; and

(b) Customer Personal Data that the Customer uploads to or generates through the Service and Processes on its own behalf (including audience/contact lists, uploaded creative materials, and Outreach Lead Data, email content and engagement/event data), the Customer acts as controller and the Company acts as processor on the Customer's documented instructions, as governed by the DPA.

13.3 DPA incorporated. The Data Processing Agreement is incorporated into and forms part of these Terms. Where the Company Processes Customer Personal Data as a processor, the DPA governs that Processing. In the event of conflict between these Terms and the DPA in respect of the Processing of Customer Personal Data, the DPA prevails.

13.4 Customer responsibilities. The Customer is responsible for ensuring it has a lawful basis for all Customer Personal Data, for providing required privacy notices, for honouring data subject rights and PECR/marketing obligations (see clause 7), and for instructing the Company lawfully.

13.5 Cookies. The Company's use of cookies and similar technologies is described in the Cookie Policy.

13.6 Special-category data. The Service is not intended to Process special-category or criminal-offence data, and the Customer must not submit such data. The Customer indemnifies the Company in respect of any such submission (see clause 14).

14. Indemnity

14.1 The Customer will indemnify, defend and hold harmless the Company, its affiliates, and their respective officers, directors, employees and agents from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim, demand, action or proceeding brought by a third party (including any data subject, recipient, Third-Party Platform or supervisory authority) to the extent arising from or relating to:

(a) the Customer's or its Authorised Users' breach of the Agreement, the AUP or applicable law;

(b) Customer Content and Output as published, sent or used by the Customer, including any allegation that it is unlawful, infringing, defamatory or deceptive;

(c) the Customer's marketing, outreach or email-sending activities, including any breach of PECR, the UK GDPR, anti-spam laws, or any failure to have a valid lawful basis, sender identification or unsubscribe handling;

(d) the Customer's misuse of Personal Data, including uploading special-category, criminal-offence or unlawfully-obtained data, or processing without a lawful basis;

(e) the Customer's instructions where compliance by the Company causes a breach of Data Protection Laws; or

(f) the Customer's use of any Third-Party Platform in breach of its terms.

14.2 This indemnity survives termination. The Company will notify the Customer of the relevant claim, allow the Customer to control the defence (provided any settlement that admits liability or imposes obligations on the Company requires the Company's consent), and provide reasonable cooperation at the Customer's expense.

15. Suspension and Termination

15.1 Termination by Customer. The Customer may terminate by cancelling its subscription, which takes effect at the end of the then-current Subscription Term. The Customer may also terminate immediately on written notice if the Company commits a material breach that is not remediable or, if remediable, is not remedied within 30 days of notice.

15.2 Termination by Company. The Company may terminate the Agreement: (a) on at least 30 days' notice (in which case any prepaid, unused fees for the terminated period will be refunded on a pro-rata basis, save where termination is under clause 15.3); or (b) immediately under clause 15.3.

15.3 Suspension and immediate termination. The Company may suspend (in whole or part, including specific features, sending or Accounts) or terminate immediately, with such notice as is practicable, where:

(a) the Customer materially breaches the Agreement, including the AUP and clause 7;

(b) the Company reasonably suspects unlawful marketing or sending, spam, fraud, abuse, or activity that threatens deliverability, security or other customers;

(d) fees are overdue under clause 6.10; or

(e) the Customer becomes insolvent, enters administration or ceases to carry on business.

15.4 Effect of suspension. During suspension, the Customer remains liable for fees, and the Company is not liable for any loss arising from a suspension properly made under this clause.

16. Effect of Termination and Data Return / Deletion

16.1 On termination or expiry: (a) all licences granted to the Customer end; (b) the Customer must cease using the Service; and (c) the Customer remains liable for all fees accrued up to termination.

16.2 Data return and deletion. Following termination, the Company will, at the Customer's request, make Customer Content available for export for a limited period, after which it will delete or return Customer Personal Data in accordance with the DPA, namely returned or deleted on the Customer's instruction or within 30 days of contract termination, with backups purged within 90 days, using secure deletion methods.

16.3 Retained data. Notwithstanding clause 16.2, the Company may retain:

(a) financial and transaction records for 6 years to comply with UK tax law;

(b) PECR/unsubscribe suppression data, which must be retained to honour opt-outs even after other data is deleted;

(d) data as required by law or to establish, exercise or defend legal claims.

16.4 Survival. Clauses that by their nature should survive (including clauses 2, 8.3, 11, 13, 14, 16, 17, 18, 19, 20, 23 and 24) survive termination.

17. Confidentiality

17.1 "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or would reasonably be understood to be confidential, including the Service's non-public features, pricing, security measures, roadmaps, and the Customer's Content and business information.

17.2 The Recipient must: (a) keep Confidential Information confidential; (b) use it only to perform the Agreement; and (c) disclose it only to its personnel and advisers who need to know it and are bound by equivalent obligations.

17.3 The obligations do not apply to information that is or becomes public (other than by breach), was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. The Recipient may disclose Confidential Information where required by law or a regulator, giving notice where lawful.

17.4 This clause is in addition to, and does not limit, the parties' data-protection obligations.

18. Warranties and Disclaimers

18.1 Mutual. Each party warrants that it has the authority to enter into the Agreement.

18.2 Company warranty. The Company warrants that it will provide the Service with reasonable skill and care.

18.3 Customer warranties. The Customer warrants and undertakes that it complies and will comply with the warranties in clauses 5, 7, 8 and 9, including all data-protection, marketing and content warranties.

18.4 Disclaimer. Except as expressly stated in the Agreement, and to the maximum extent permitted by law:

(a) the Service, Frame AI and all Output are provided "as is" and "as available", and all warranties, conditions and terms implied by statute, common law or otherwise are excluded;

(b) the Company does not warrant that the Service will be uninterrupted, error-free, secure, or that defects will be corrected, or that the Service will meet the Customer's requirements;

(c) the Company does not warrant the accuracy, completeness, originality, non-infringement or fitness of any Output (see clause 8); and

(d) the Company does not warrant email deliverability or the availability or behaviour of any Third-Party Platform (see clause 12).

19. Limitation of Liability

19.1 Liabilities not excluded. Nothing in the Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited. Each party retains its respective obligations and liabilities under the DPA and Data Protection Laws to the extent they cannot lawfully be limited.

19.2 Excluded losses. Subject to clause 19.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, anticipated savings or business; (b) loss of goodwill or reputation; (c) loss of, or damage to, data (save in respect of the Company's breach of its security obligations under the DPA); (d) loss arising from email non-delivery, deliverability or sending reputation; or (e) indirect, special or consequential loss, in each case even if foreseeable.

19.3 Aggregate cap. Subject to clauses 19.1 and 19.2, the Company's total aggregate liability arising out of or in connection with the Agreement in any 12-month period is limited to the greater of (a) the total fees paid or payable by the Customer to the Company in the 12 months preceding the event giving rise to the liability; and (b) £100.

19.4 Customer indemnities unaffected. Nothing in this clause 19 limits the Customer's liability under the indemnity in clause 14.

19.5 The Customer acknowledges that the fees reflect the allocation of risk in this clause 19, and that the limitations are reasonable.

20. Force Majeure

20.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government action, failure of utilities, internet or telecommunications, failure of Third-Party Platforms or Sub-processors, and cyber-attacks. The affected party must notify the other and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected services on notice.

21. Changes to the Service and to these Terms

21.1 Changes to the Service. The Company may change the Service as described in clause 3.4.

21.2 Changes to these Terms. The Company may amend these Terms from time to time. For material changes, the Company will give reasonable prior notice (by email or in-product notice). Changes take effect on the date stated in the notice (and at least 30 days after notice for material adverse changes affecting a paid Plan, save where changes are required by law or for security). Continued use after the effective date constitutes acceptance. If the Customer does not accept a material adverse change, the Customer may terminate before it takes effect as its sole remedy.

22. Notices

22.1 Notices to the Company must be sent to legal@frame.plus or by post to [Registered office address].

22.2 Notices to the Customer may be sent to the email address associated with the Account or posted in-product.

22.3 Notices are deemed received: (a) if by email, at the time of transmission (or, if sent after business hours, at 9:00 am the next business day); and (b) if by post, on the second business day after posting. This clause does not apply to notices in legal proceedings.

22.4 Contact points. For data-protection and privacy matters: privacy@frame.plus; for data subject requests: dpo@frame.plus (or the Data Protection Lead where appointed); for general and legal matters: legal@frame.plus.

23. Governing Law and Jurisdiction

23.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter are governed by and construed in accordance with the laws of England and Wales.

23.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, save that the Company may bring proceedings to enforce its IPR or recover sums due in any competent jurisdiction.

23.3 Nothing in this clause affects either party's data-protection rights or any data subject's right to lodge a complaint with the UK Information Commissioner's Office (ICO), ico.org.uk, telephone 0303 123 1113.

24. General

24.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings. Each party agrees that it has not relied on any statement, representation or warranty not set out in the Agreement, save that nothing limits liability for fraud.

24.2 Order of precedence. In the event of conflict, the following order of precedence applies: (a) the DPA (in respect of the Processing of Customer Personal Data); (b) any feature-specific or additional terms; (c) the applicable Order/Plan terms; (d) these Terms; (e) the Privacy Policy and Cookie Policy.

24.3 Assignment. The Customer may not assign, transfer, charge or sub-contract any of its rights or obligations without the Company's prior written consent. The Company may assign or transfer the Agreement to an affiliate or in connection with a merger, acquisition or sale of assets, on notice.

24.4 Subcontracting. The Company may engage subcontractors and Sub-processors to perform its obligations, remaining responsible for their performance (subject, for Sub-processors, to the DPA).

24.5 Waiver. No failure or delay in exercising any right is a waiver, and no single or partial exercise precludes any further exercise.

24.6 Severance. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, or severed, and the remainder continues in force.

24.7 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

24.8 Third-party rights. Except as expressly stated, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. The Company's affiliates and indemnified persons may enforce clause 14.

24.9 Anti-bribery and sanctions. Each party will comply with applicable anti-bribery, anti-corruption and sanctions laws. The Customer warrants it is not subject to sanctions that would prohibit use of the Service.

24.10 Counterparts and electronic acceptance. The Agreement may be accepted electronically and in counterparts, each of which is an original and together constitute one agreement.

25. About the Company and Regulatory Information

25.1 Evryone Ltd is registered in England and Wales, with its registered office at [Registered office address].

25.2 Evryone Ltd, trading as Frame.plus, is registered with the UK Information Commissioner's Office (ICO) as a data protection fee payer (registration reference ZC182890).

25.3 For more information about how we Process Personal Data, see the Privacy Policy, the Cookie Policy and the Data Processing Agreement, each available on the Platform and incorporated into these Terms by reference where stated.

End of Terms of Service — Frame.plus, version v1.0.