Jube Terms of Service (JTOS)

Version

1.5 as of May 2nd, 2026

Company Details

Company Name: Jube Operations Limited trading as Jube (“JOL”).

Company Number: 14442207

Registered Address: Northgate House, North Gate, New Basford, Nottingham, England, NG7 7BQ

Company Introduction

JOL is a UK company that architects, develops, and implements horizontally scalable, high-throughput software for real-time transaction and event monitoring. Engagements with Clients typically span software development, data engineering, machine learning (both supervised and unsupervised classification), and increasingly artificial intelligence, including integration, embedding, and inference where distinct from machine learning.

JOL’s stated mission is to work with Clients on the training, support, and implementation of Jube – an Open-Source Anti-Money Laundering (“AML”) and Fraud Detection Transaction Monitoring software, which it maintains. Under the umbrella of JOL, there is also a corpus of advanced analytics know-how.

Jube operates as a real-time monitoring and validation layer, generating alerts, scores, and decline recommendations to support automated and human decision-making. The execution of any resulting action, including transaction decline, rests with the Client’s systems and is not performed by Jube directly.

Definitions

For the purposes of these Terms of Service, the following terms shall have the meanings set out below:

Agreement: These Terms of Service together with any Work Orders, statements of work, or quotations entered into under it.

Client: The party receiving the Services from JOL.

Provider: Jube Operations Limited trading as Jube (“JOL”), providing the Services.

Services: The support, software development, consulting, training, or other services provided by the Provider to the Client.

Deliverables: Any materials, software, documentation, models, or other outputs created by the Provider in connection with the Services.

Confidential Information: Any information disclosed by one party to the other that is identified as confidential or that ought reasonably to be treated as confidential.

Personal Data: Information relating to an identifiable individual processed by JOL as a data processor under GDPR.

Excluded Uses: Uses of the Services or Deliverables that are expressly excluded in Section 8, including but not limited to use as or in place of a ledger, settlement engine, or system of financial record, safety-critical systems, financial trading systems, and medical systems. The Deliverables are designed and intended to operate as a real-time monitoring and validation layer only, and any use beyond that characterisation may constitute an Excluded Use.

Work Order: A written document signed by authorised representatives of both parties, confirmed in writing by email exchange, or accepted via the acceptance function within the Provider’s ERP, that details the specific Services to be provided, the applicable fees, and any particularisation of intellectual property rights. Acceptance via the Provider’s ERP acceptance function shall constitute agreement to the Terms of Service version referenced in the relevant quote. No oral agreement or informal communication shall constitute a Work Order.

Force Majeure Event: Any event beyond a party’s reasonable control that prevents or delays performance of its obligations, as described in Section 9.

Configuration Artifacts: Any configuration, extensions, inline scripts, custom DLLs, dependency injection add-ins, rule extensions, stored procedures, or related documentation created by the Client within or in relation to Jube’s supported extensibility frameworks, which are treated as configuration data rather than modifications to Jube’s core codebase.

Enterprise Resource Planning (ERP): The Provider’s cloud-based business management platform, through which the Provider manages project management, time tracking, service requests, and financial administration including quotes, proforma invoices, and invoices. Clients are granted access to a dedicated Client Portal within the ERP, through which they may view project status, time records, and financial documents, and accept quotes or Work Orders via the online acceptance function.

His Majesty’s Revenue and Customs (HMRC): The UK government authority responsible for tax collection and enforcement. HMRC’s international scale rate directory is referenced in Section 2.6 for the purposes of calculating travel and subsistence expenses.

Service Activation Letter: A written confirmation issued by the Provider to the Client on the commencement date of a Work Order, confirming that Services have been activated thereunder. The Service Activation Letter records the start date for the purposes of billing, notice periods, and IP vesting.

Technical Presales: The scoping, assessment, and preparatory work undertaken by the Provider prior to the issuance of a Service Activation Letter, carried out in connection with and in anticipation of a Work Order. Technical Presales activity is considered rendered and paid upon issue of the relevant Service Activation Letter and shall not be separately invoiced.

1. Scope of Services

  1. These Terms of Business govern the provision of support services and/or software development services (Services) by JOL (Provider) to the Client.

  2. Any proposal, statement of work, quotation, or similar document agreed between the parties shall be deemed incorporated into these Terms.

  3. The Provider reserves the right to modify these Terms of Business from time to time. The applicable version shall be included in each Work Order and shall take effect upon the Client’s acceptance of that Work Order.

  4. Upon commencement of a Work Order, the Provider shall issue a Service Activation Letter recording the start date of the Services. The start date stated in the Service Activation Letter shall govern billing, notice periods, and IP vesting for that engagement. Work Orders shall typically be preceded by a period of Technical Presales, which shall be considered rendered and paid in full upon issue of the Service Activation Letter, with no separate invoice raised in respect of that activity.

2. Fees and Payment

  1. Fees for the Services will be as set out in the applicable agreement, quotation, or Work Order.

  2. All fees are exclusive of taxes, which shall be payable by the Client in addition.

  3. Fees shall be invoiced and payable monthly in advance (covering a one-month period), or as otherwise agreed in the Work Order.

  4. Payment is due within thirty (30) days of the date of the Provider’s invoice.

  5. If any payment is not made when due, the Provider reserves the right to charge statutory interest at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily until payment is received in full.

  6. To the extent that on-site visits to the Client’s premises (or any other location) are required, the Provider shall be entitled to charge for reasonable travel and subsistence expenses. Such expenses will be billed in accordance with the HMRC international scale rate directory (as updated from time to time – see HMRC guidance) and must be agreed with the Client in advance.

  7. Where the Provider is registered for Value Added Tax (VAT) with HMRC, applicable VAT will be charged on fees at the prevailing rate and shown separately on invoices. Clients outside the UK should satisfy their own VAT or equivalent obligations in their respective jurisdictions.

3. Service Delivery

Service requests may be submitted through either of the following channels:

  • WhatsApp (dedicated Jube support channel) — the Provider’s preferred channel for day-to-day service requests. Asynchronous communication via chat and voice notes has proven highly effective in practice, allowing both parties to communicate efficiently without the overhead of scheduled calls or formal correspondence. The Provider regards responsive, direct access to expertise as a core part of the service. Any material decisions, agreements, or service requests communicated via WhatsApp shall be transposed into an ERP ticket in accordance with clause 3.4 to ensure accurate time recording and traceability. The standard response time in clause 3.3 applies equally to this channel.
  • Email to support@jube.io or the named Provider representative. Emails to support@jube.io automatically generate an ERP ticket, ensuring all requests are tracked and time recorded. The standard response time in clause 3.3 and the named Provider representative confirmation in the preamble apply equally to this channel.

The Provider will not be obliged to monitor or respond to service requests submitted through any other channel, including client-operated platforms or tools not listed above.

Details:

  1. Remote Delivery: The Services shall be delivered remotely by default unless otherwise agreed in writing.

  2. Service Request Channels: All service requests must be submitted through one of the above channels.

  3. Response Time: The Provider shall acknowledge and respond to all service requests within a maximum of four (4) business hours during UK office hours (09:00–17:30 GMT/BST, Monday to Friday, excluding UK public holidays). A response within this timeframe acknowledges receipt and initiates engagement with the request. It does not imply resolution within that period nor constitute a service level commitment to the same.

  4. Service Management: All service requests will be promptly transposed into a new or related ERP ticket linked to the Client’s project.

  5. Deliverables and Documentation: Deliverables and supporting materials created as part of the Services will be shared via file share, such as Microsoft OneDrive or equivalent, to which the Client will be granted appropriate access.

  6. Meetings: Scheduled online meetings will be conducted via Microsoft Teams or equivalent video conferencing tool, arranged on demand. Microsoft Teams is used solely for scheduled meetings and does not constitute a service request channel. The Client shall ensure that an appropriately qualified resource is available during such sessions.

  7. Client Control of Production: The Provider will never take control of or directly implement changes to the Client’s production systems. Responsibility for implementing changes rests solely with the Client. The Provider shall produce documentation and procedures for any such changes, which shall require written acceptance by an authorised representative of the Client via email or other traceable written communication prior to implementation. In the absence of such written acceptance, the Provider shall have no liability whatsoever for outcomes arising from the Client’s implementation of changes. The Client acknowledges that written acceptance constitutes confirmation that the Client has reviewed, understood, and taken responsibility for the implementation of the relevant changes.

  8. Testing and Sign-Off: The Client is responsible for testing all Deliverables in a suitable non-production environment. Promotion to production requires written acceptance by an authorised representative of the Client via email or other traceable written communication. The Provider shall have no liability for issues arising from promotion undertaken without such written acceptance.

  9. Client Security Obligations: The Client is responsible for maintaining appropriate security measures and controls for their systems, networks, and data. The Provider shall not be liable for security incidents arising from the Client’s environment, hosting, or data handling practices.

  10. Production Support: The fees charged under this Agreement are not proportionate to nor intended to cover production support, critical incident response, or 24x7 on-call obligations. Responsibility for the stability, monitoring, and support of production systems rests solely with the Client, and production support is not within the scope of the Services as defined in this Agreement. Any out-of-hours or emergency response provided by the Provider is delivered on a best endeavours basis only, at the Provider’s discretion, and will be billed as an emergency call-out in accordance with the Provider’s current rate card, subject to any discounts agreed in the applicable Work Order. For the avoidance of doubt, the Provider assumes no responsibility for production systems and does not form part of the Client’s production support chain.

4. Confidentiality

  1. Each party (“Receiving Party”) undertakes to keep confidential and not to disclose to any third party any Confidential Information of the other party (“Disclosing Party”) received in connection with these Terms, except as permitted.

  2. Confidential Information means any information disclosed by the Disclosing Party that is identified as confidential or that ought reasonably to be treated as confidential.

  3. The Receiving Party may disclose Confidential Information:

    a. to employees, agents, or subcontractors who need to know it for carrying out the Services, provided they are bound by confidentiality obligations no less stringent than these;

    b. as required by law, regulation, or court order, provided that (where lawful) the Disclosing Party is given prior written notice.

  4. The obligations do not apply to information that:

    a. is or becomes publicly available other than through breach of these Terms;
    b. was lawfully in possession before disclosure;
    c. is independently developed without use of the Disclosing Party’s Confidential Information.

  5. The obligations survive termination of these Terms for five (5) years.

5. Data Processing Compliance

For the purposes of the UK GDPR and EU GDPR, the parties acknowledge that JOL acts as a data processor. Terms and obligations relating to processing Personal Data are set out in Appendix A: Data Processing (GDPR).

6. Intellectual Property

  1. Only as expressly particularised in the Work Order, ownership of rights in any materials, Deliverables, or software created by the Provider shall vest in and transfer to the Client upon payment of all fees in full, excluding clause 6.2 exceptions and pre-existing IP.

  2. Notwithstanding clause 6.1, vesting does not include:

    • Jube Open-Source real-time AML and Fraud Detection Transaction Monitoring software (AGPLv3).
    • Advanced analytics (e.g., machine learning models) developed using only JOL or consortium data.
    • Supporting materials to Jube Open-Source real-time AML and Fraud Detection Transaction Monitoring software ( AGPLv3) (e.g., platform documentation, scripts), being materials of general application to the Jube platform rather than specific to the Client’s implementation.
    • Configuration Artifacts and documentation developed by the Provider specifically for the Client as expressly particularised in a Work Order, which are expressly excluded from this clause and shall vest in the Client in accordance with clause 6.1.

  3. The Provider retains ownership of methodologies, know-how, tools, frameworks, and pre-existing IP used in providing the Services. The Provider grants the Client a non-exclusive, non-transferable license to use such elements solely as incorporated into the Deliverables. For the avoidance of doubt, Jube’s core platform software is maintained as open-source under the AGPLv3 licence, and nothing in this clause shall be construed as granting rights in that software beyond those already conferred by AGPLv3.

  4. Notwithstanding clause 6.1, Configuration Artifacts shall vest in and remain the proprietary intellectual property of the Client upon creation. Configuration Artifacts are stored as data within the system (not merged into source code), compiled or interpreted at runtime, and deployable without modifying Jube’s core binaries or source files. This is consistent with the well-established open-source practice whereby Configuration Artifacts remain proprietary to the user and fall outside the scope of the underlying platform’s licence. Accordingly, the Client shall not be required to disclose or release Configuration Artifacts by virtue of the AGPLv3 licence governing Jube’s core platform, and the Provider makes no claim to ownership of any Configuration Artifacts.

7. No Warranty

  1. The Services and Deliverables are provided “as is” and “as available”.

  2. To the fullest extent permitted by law, the Provider disclaims all warranties, conditions, and representations, including implied warranties of merchantability, fitness for purpose, accuracy, or non-infringement.

  3. The Deliverables are designed and intended to operate as real-time monitoring and validation tools, generating alerts, scores, and decline recommendations in support of automated and human decision-making. The execution of any resulting action, including transaction decline, rests with the Client’s systems and is not performed by the Provider directly. The Provider accepts no liability for decisions made by the Client or any third party in reliance on outputs from the Services.

8. Limitation of Liability and Indemnification

  1. To the maximum extent permitted by law, the Provider shall not be liable for:

    a. indirect, incidental, consequential, or special loss or damage;
    b. loss of profit, revenue, savings, data, goodwill, or opportunity;
    c. claims arising from Client misuse of Deliverables.

  2. The Provider’s total liability shall not exceed fees paid by the Client under the relevant Work Order in the preceding 12 months.

  3. Excluded Uses: The Provider excludes liability for claims arising from use of Deliverables in:

    • Industrial/engineering process control
    • Financial trading (high-frequency or algorithmic)
    • Transactional processing systems where the Deliverables are used as or in place of a ledger, settlement engine, or system of financial record; for the avoidance of doubt, use of Deliverables as monitoring or validation layers operating alongside such systems is not an excluded use.
    • Medical-related systems
    • Safety-critical systems
    • Aerospace, automotive, or military applications
    • Web hosting, domain registration/management
    • Computer games design
    • Security systems and networks

  4. The Client warrants it will not use Deliverables for Excluded Uses. Any proposed use of Deliverables for an Excluded Use must be agreed in writing by both parties and is subject to the express prior approval of the Provider’s professional indemnity insurers. The Provider reserves the right to decline any such request without obligation or liability.

  5. The Client shall indemnify and hold harmless the Provider from claims, losses, or liabilities arising from Client misuse of the Services or Deliverables, or from content/data supplied by the Client.

9. Force Majeure

  1. Neither party is liable for failure or delay caused by events beyond reasonable control (Force Majeure Event).

  2. The affected party shall notify the other and mitigate effects.

  3. If the event continues for over sixty (60) days, either party may terminate with written notice.

10. Alternate Dispute Resolution (ADR)

  1. Parties shall attempt to resolve disputes by negotiation.

  2. If unresolved within thirty (30) days, the matter shall be referred to mediation administered by the Centre for Effective Dispute Resolution (CEDR), an independent UK-based organisation providing professional mediation services, before litigation.

  3. Nothing prevents seeking urgent injunctive relief.

11. Termination

  1. Either party may terminate the agreement with at least one (1) month prior written notice.

  2. Either party may terminate by written notice if the other materially breaches these Terms and fails to remedy the breach within thirty (30) days.

  3. Upon termination, the Client shall pay the Provider for all Services performed and expenses incurred up to the effective date. Fees paid in advance covering the notice period may be retained.

12. Entire Agreement and Variations

  1. This Agreement, together with any Work Orders, constitutes the complete agreement.

  2. Variations are effective only if:

    a. Written letter of variation signed by authorised representatives; or
    b. Replaced by a superseding agreement explicitly stating it constitutes the complete agreement.

  3. Each party acknowledges it has not relied on any representation not expressly set out.

13. Governing Law and Jurisdiction

  1. These Terms are governed by the laws of England and Wales.

  2. Subject to ADR, the courts of England and Wales have exclusive jurisdiction.

14. Miscellaneous

  1. Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

  2. Assignment: Neither party may assign nor transfer any rights or obligations under this Agreement without the prior written consent of the other party.

  3. Notices: Any formal notice under this Agreement must be in writing and delivered by email or by post to the addresses notified by the parties from time to time.

  4. Non-Waiver: A failure or delay by either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy, nor shall a single or partial exercise of any right or remedy preclude further exercise of that or any other right or remedy.

  5. The Provider is a UK-registered entity operating within HMRC’s compliance regime. Clients are solely responsible for satisfying all applicable tax, withholding, regulatory, and reporting obligations in their respective jurisdictions arising from engagement with the Provider, including but not limited to withholding taxes, service taxes, digital services taxes, and any deductions required by local law. The Provider shall not be liable for any tax obligations arising outside the United Kingdom, and any such deductions shall not reduce the fees payable to the Provider unless expressly agreed in writing in the relevant Work Order.

15. Independent Status and Representations

JOL operates as an independent contractor and is not an employee, agent, or partner of any Client, systems integrator, or third party engaged in connection with the Services. No Client, subcontracting party, or intermediary is authorised to:

  • Make representations on behalf of JOL or its personnel;
  • Hold out JOL or its personnel as employees, staff, or exclusive resources of any other entity;
  • Include JOL or its personnel in proposals, tenders, or submissions to third parties without prior written consent from JOL;
  • Submit JOL or its personnel details in visa applications, government submissions, or regulatory filings without prior written consent from JOL.

Any such representation made without written consent is unauthorised and shall not bind JOL. JOL reserves the right to withdraw from any engagement immediately and without liability.

Nothing in this Agreement or any Work Order shall constitute or be construed as creating a joint venture, partnership, consortium, or agency relationship between JOL and the Client or any third party.

Appendix A: Data Processing (GDPR)

1. Role as Data Processor

JOL acts as a data processor under GDPR. In practice, JOL does not collect, store, or process Personal Data in the course of providing the Services. All data handled during engagements is masked or anonymised prior to any involvement by JOL, and JOL does not have access to raw Personal Data. In the unlikely event that Personal Data is incidentally disclosed, JOL will process it only according to Client instructions and solely to the extent necessary to perform the Services.

2. Purpose of Processing

JOL processes Personal Data solely to:

  • Provide, manage, and improve Services
  • Maintain security and integrity
  • Comply with legal obligations

3. Data Sharing and Transfers

JOL does not sell Personal Data. Transfers outside the UK/EEA have appropriate GDPR safeguards.

4. Data Retention

Data retained only as instructed or required by law.

5. Security

JOL implements technical and organisational measures to protect Personal Data.

6. Sub-processors

Third-party sub-processors may be used, all bound by GDPR obligations.

7. Data Subject Rights

JOL assists Clients in responding to data subject requests:

  • Access, rectification, erasure
  • Restriction, objection
  • Data portability
  • Withdrawal of consent

8. Contact

For enquiries: support@jube.io