Jube Terms of Service (JTOS)

Version

1.7 as of July 28th, 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

Preamble

These terms are published, versioned, and written to be read. They represent a fair commercial arrangement for both parties. The Provider operates as a specialist boutique and these terms reflect that. They are published rather than assembled for each Client, and the scope for variation is narrower than an enterprise procurement process might expect — as, equally, is the price point. Where a Client’s own governance requires a particular provision, the Provider would rather discuss it than lose the engagement over it; what does not move is the published Rate Card, which is uniform across all Clients. The pricing reflects a deliberate commitment to accessibility and forms part of the consideration under this Agreement. In the context of enterprise fraud and AML management, where proprietary alternatives carry a materially higher cost of ownership, this is not incidental.

The Provider’s commercial model is retained professional service hours on a fair-use, no-overage basis. The Client commits to a rung of a published, graduated Rate Card that is uniform across all Clients. Time is recorded honestly against that commitment, not so that it can be invoiced transactionally, but so that the rung can be kept a fair reflection of the work actually being done. Sizing is reviewed once a quarter and adjusted prospectively where it has drifted. Hours are not banked, do not carry forward, and are not a cap on what the Provider will deliver. Bill shock has no place in a professional relationship, and this model is built to make it structurally unlikely rather than merely promised.

The Provider’s approach to intermediary and partner relationships, including the conditions under which direct engagement with End Clients may occur, is set out in Section 23.

The commercial terms set out in this Agreement are structured to be fair, transparent, and easy to exit. The Provider’s confidence in the value of the Services is reflected in the brevity of its notice periods and the accessibility of its pricing, not in contractual complexity designed to retain clients beyond the point at which the relationship serves them. Enterprise Support is the single exception, and a deliberate one. It carries an Initial Term of twelve (12) months to which both parties are equally committed, because what the Client is buying under it is a year of maintained availability rather than a variable quantity of hours. The callout obligation, the security patching response, and the regulatory feature mapping cannot be relied upon unless the Provider’s familiarity with the Client’s implementation is continuously maintained, and the Provider undertakes to maintain it for that year on the same terms as the Client undertakes to fund it. Retained Support carries no Initial Term and remains terminable by either party on thirty (30) days’ notice throughout.

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.

JOL’s commercial services are organised around three service lines, which reflect the natural progression of a Client engagement:

Training and Integration is the sole entry point to the Jube ecosystem and a prerequisite for all subsequent engagement. It is a structured, hands-on programme — delivered remotely or on the Client’s premises, as recorded in the applicable Work Order — through which Client personnel gain practical mastery of the Jube platform, configure it against real-world scenarios, and progress to a state of pre-production readiness. The delivery mode affects the elapsed duration of the programme, the hours it includes, and the fee, but not the instalment structure nor the mutual de-risking that structure provides. Training and Integration is delivered for a fixed fee covering both structured training delivery and a stated allocation of integration support hours, invoiced in two instalments to mutually de-risk the engagement: fifty percent (50%) upon conclusion of the first week of training delivery, and the balance upon confirmation of proof-of-concept infrastructure stability and the first transaction flowing in production, and in any event not later than four (4) months from commencement or such shorter period as the applicable Work Order specifies. Integration support beyond the included allocation, or following pre-production confirmation, is billed on the Retained Support model. The Training and Integration engagement concludes with certification of the relevant Client personnel as Jube Certified Application Specialists and confirmation of successful pre-production deployment. Upon conclusion, the engagement transitions naturally into a Retained Support or Enterprise Support arrangement, reflecting the expectation that Training and Integration marks the commencement of a long-term operational relationship. No Client shall proceed to Retained Support or Enterprise Support without having completed Training and Integration; the certification programme constitutes the technical and commercial gateway to any ongoing support arrangement.

Retained Support is available to certified Clients who require ongoing access to the Provider’s expertise without an Initial Term or any minimum commitment period. Retained Support engagements are billed monthly in arrears, subject to a Minimum Monthly Retainer, giving Clients flexible access to support as their operational needs evolve without any prepayment obligation.

Enterprise Support is available to certified Clients who require a committed, higher-availability support relationship, including callout obligations. Enterprise Support operates on the same in-arrears monthly billing model as Retained Support, with a larger Minimum Monthly Retainer and the ancillary service commitments set out in clause 3.12 and Sections 17, 18 and 19, conducted through the escalation path and governance arrangements set out in Section 20. Enterprise Support is committed by both parties for an Initial Term of twelve (12) months from the start date recorded in the Service Activation Letter, and continues on a rolling monthly basis thereafter.

Engagements under any of these service lines may include elements of bespoke software development, data engineering, or machine learning work where the Client’s implementation requires it. Such work is delivered either within the applicable Work Order on the monthly in-arrears billing model or, for larger defined tasks, as a fixed-scope project under its own Work Order, with the scope, plan, and price recorded in that Work Order at the project rate on the Rate Card. Fixed-scope projects do not constitute a separate service line; the Work Order is the operative commercial record in either case.

Any of these service lines may be contracted through an intermediary or partner rather than directly with the End Client. That is a contracting route rather than a further service line: the Services, the rates, and the terms are the same, and the intermediary takes on its own separate responsibilities to its client which are not Services under this Agreement. Section 23 governs that route. It reflects the Provider’s deliberate commitment to operating within its defined part of the value chain, and its recognition that intermediaries and partners are essential to extending the reach of the Jube platform into markets and client relationships that a direct engagement model could not serve alone.

All three service lines operate on the same underlying payment model — monthly billing in arrears, a guaranteed Minimum Monthly Retainer, and consistent commercial rhythm — reflecting the Provider’s commitment to a fair, transparent, and predictable engagement for both parties, without the administrative overhead of prepayment, deposit reconciliation, or refund processing.

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 that contracts with the Provider for the Services under a Work Order and is liable for the fees payable under it. Where Services are engaged directly, the Client and the End Client are the same party. Where Services are engaged through an intermediary, the intermediary is the Client and the End Client is the party named under clause 1.6.

End Client: The party in respect of whose deployment of Jube the Services are delivered, identified by full legal entity name in the Work Order and in the Service Activation Letter in accordance with clause 1.6. Where Services are engaged directly, the End Client is the Client. Where Services are engaged through an intermediary, the End Client is not a party to this Agreement, and clause 14.6 applies.

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 that details the specific Services to be provided, the applicable fees, and any particularisation of intellectual property rights. A Work Order may be brought into effect by any of the following, each of equal standing: confirmation by email exchange; acceptance via the quote acceptance function within the Provider’s invoicing platform; or execution by both parties, whether by manuscript signature or by electronic signature through a recognised electronic signature platform nominated by the Provider. Acceptance or execution shall constitute agreement to the Terms of Service version referenced in the Work Order or in the relevant quote, and references in this Agreement to acceptance of a Work Order include its execution. Where this Agreement is itself executed as a signed instrument, the Work Order may be set out as Appendix C and executed together with it, which does not alter its operation under this Agreement. 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.

On-Site Delivery: The delivery of Services, or any part of them, at the Client’s premises or at any other location agreed between the parties, as recorded in the applicable Work Order. On-Site Delivery is a published delivery mode rather than a variation from the Provider’s ordinary practice, and is governed by Section 24. On-Site Delivery does not alter the allocation of responsibilities under this Agreement, and in particular does not alter clauses 3.8 and 3.9.

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; the service line under which the Services are delivered; the delivery mode; which of the ancillary commitments under clause 3.12 and Sections 17, 18 and 19 are in force and which are not; and the version of these Terms of Service applicable to the engagement. It does not state fees, rates, or the Minimum Monthly Retainer, and is accordingly capable of being furnished to a named End Client. The Provider shall reissue the Service Activation Letter where any matter it records changes.

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.

Rate Card: The graduated schedule of rates published by the Provider and versioned alongside these Terms, comprising:

a. the ad hoc rate, applicable where no ongoing commitment is maintained, published at jube.io/jube-support or otherwise in the Work Order;

b. the project rate, applicable to Training and Integration, to On-Site Delivery, and to fixed-scope projects, published at jube.io/jube-support or otherwise in the Work Order;

c. the retained rungs, being the graduated schedule of Committed Hours with the corresponding retained monthly amount and effective hourly rate, published at jube.io/jube-support or otherwise in the Work Order; and

d. the floor rate, being the lowest hourly rate at which the Provider contracts under any arrangement, published at jube.io/jube-support or otherwise in the Work Order.

The rate, rung, and Minimum Monthly Retainer applicable to an engagement are drawn from the Rate Card in force at Work Order acceptance and recorded in the Work Order. The Rate Card is uniform across Clients; rates are a function of commitment, not negotiation. The derate from the ad hoc rate is earned by commitment that is either concentrated, in which case the project rate applies, or ongoing, in which case the applicable retained rung applies. The Provider does not apply a further reduced rate by reason of the volume of hours committed within a single engagement, nor by reason of On-Site Delivery; Services delivered on site are charged at the project rate, without premium or discount for the location of delivery. Amendment of the Rate Card applies to Work Orders accepted after the date of amendment and does not alter the rung recorded in a Work Order already accepted, save by movement between rungs under clause 2.11.

Committed Hours: In respect of a Retained Support or Enterprise Support engagement, the number of hours per monthly billing period corresponding to the retained rung recorded in the applicable Work Order, as moved between rungs from time to time under clause 2.11. Committed Hours are the basis on which the Minimum Monthly Retainer is calculated and against which Fair Use is assessed. They are not a cap on the Services the Provider will deliver, not a quantity of hours the Client is obliged to consume, and they do not accrue or carry forward between monthly billing periods.

Fair Use: The principle by which hours recorded in a monthly billing period that vary from the Committed Hours are absorbed within the Minimum Monthly Retainer without adjustment, on the basis that variation in either direction is expected in the ordinary course of a retained relationship and is accounted for prospectively rather than transactionally. Recorded hours are within Fair Use where they do not exceed one and a half (1.5) times the Committed Hours in the relevant monthly billing period. Fair Use is assessed at the quarterly account management review under clause 2.11 and is a mutual obligation, as set out in clause 2.13.

Retained Support: A support arrangement under which a certified Client accesses ongoing Services without an Initial Term or any minimum commitment period. Retained Support engagements are billed monthly in arrears, subject to a Minimum Monthly Retainer, and are terminable by either party at any time in accordance with clause 11.1(a). The absence of an Initial Term and of the ancillary service obligations distinguishes Retained Support from Enterprise Support; billing mechanics and rhythm are otherwise identical.

Enterprise Support: A support arrangement under which a certified Client and the Provider each commit to an Initial Term, with access to callout obligations under clause 3.12. Enterprise Support operates on the same in-arrears monthly billing model as Retained Support, with a larger Minimum Monthly Retainer as specified in the applicable Work Order, payable in respect of each monthly billing period falling within the Initial Term and in respect of each monthly billing period thereafter during which the engagement remains active. The premium of Enterprise Support is the level of committed service and ancillary obligations, not a different payment model. Termination is governed by clause 11.1(b) to (d). Enterprise Support corresponds to the highest retained rung on the Rate Card and carries the floor rate, and that rung is the minimum at which an Enterprise Support engagement subsists.

Initial Term: In respect of an Enterprise Support engagement, the period of twelve (12) months commencing on the start date recorded in the Service Activation Letter. Neither party may terminate an Enterprise Support engagement with effect before the expiry of the Initial Term save as provided in clause 11.1(b). Upon expiry of the Initial Term the engagement continues on a rolling monthly basis until terminated in accordance with clause 11.1(b).

Minimum Monthly Retainer: The minimum fee payable by the Client in respect of each monthly billing period during which an engagement is active, as specified in the applicable Work Order. For ad hoc Retained Support engagements and the integration support component of Training and Integration, the Minimum Monthly Retainer is one (1) hour at the applicable hourly rate. For Enterprise Support engagements, the Minimum Monthly Retainer is as specified in the applicable Work Order and shall not be less than one (1) hour at the applicable hourly rate, and is payable in respect of each monthly billing period falling within the Initial Term in accordance with clause 11.1(c). The Minimum Monthly Retainer is payable in respect of each monthly billing period regardless of whether any hours were recorded during that period, and represents the minimum consideration payable for the Provider’s availability and commitment during that period. For ad hoc engagements, the fee payable for a monthly billing period is the greater of the hours recorded at the ad hoc rate or the Minimum Monthly Retainer. For Retained Support and Enterprise Support engagements on a retained rung, the Minimum Monthly Retainer is the retained monthly amount for the rung recorded in the Work Order, being the Committed Hours at the corresponding rate; recorded hours within Fair Use are covered by it and are not separately invoiced, and variance is handled in accordance with clauses 2.10 and 2.11. No Minimum Monthly Retainer is payable in respect of a billing period in which the fixed fee for Training and Integration covers the Services delivered, whether remotely or under On-Site Delivery.

The tiered structure of the Minimum Monthly Retainer reflects why it exists at all. Any Minimum Monthly Retainer secures the Client’s access to the hourly rate specified in the Work Order — a reduced rate offered only to Clients maintaining an active monthly engagement under this Agreement — together with the baseline response time and availability commitments set out in Section 3, including the four (4) business hour response commitment under clause 3.3. Where a Client’s Minimum Monthly Retainer meets the higher threshold specified for Enterprise Support, it additionally unlocks the further bundle of commitments set out across this Agreement: 24/7 callout under clause 3.12, reference configurations and client context under Section 17, the security patching response commitment under Section 18, and regulatory feature mapping under Section 19. These are not independent add-ons; they are different facets of the same underlying purpose — keeping the Provider’s familiarity with the Client’s implementation current, and the Provider’s confidence in supporting it, so that the commitments the Client is paying for can actually be relied upon when they are needed, including in support of the Client’s own operational uptime. A Client who allows their engagement to lapse, or who has no active Work Order, is not entitled to any of these commitments, and any subsequent engagement shall be treated as a new Work Order, chargeable at the Provider’s then-current Rate Card until a new Minimum Monthly Retainer is established.

.jemp: Jube Encrypted Message Pack. A portable, encrypted snapshot of a Jube tenant’s configuration, used for backup, migration, and diagnostic purposes. A .jemp file is a compressed, encrypted, binary serialisation of a Jube tenant configuration export, produced via the configuration export functionality within the Jube platform. A .jemp contains all tenant configuration data and all subordinate definitions, but expressly excludes production data including transaction archive data, case data, cache data, and user configuration.

Time Records: A monthly summary of hours recorded against the Client’s project, prepared by the Provider and submitted to the Client at the end of each calendar month. Time Records are prepared by the Provider from internal records and shared with the Client via email or file share. They do not constitute a portal or live system to which the Client has independent access.

1. Scope of Services

These Terms of Business govern the provision of support services and/or software development services (Services) by JOL (Provider) to the Client.
Any proposal, statement of work, quotation, or similar document agreed between the parties shall be deemed incorporated into these Terms. Where a Work Order or quotation references the Provider’s published offer, that offer as published at the date of acceptance or execution is incorporated with it, and clause 12.1 is to be construed accordingly.
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.
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.
Where Services are engaged through an intermediary rather than directly with the End Client, the Provider shall issue the Service Activation Letter to the intermediary upon commencement. The intermediary shall furnish a copy of the Service Activation Letter to the named End Client within five (5) business days of receipt, as issued and unaltered; the intermediary shall not amend, redact, summarise, or reissue it in its own form. The named End Client may request a copy directly from the Provider at any time, and the Provider shall provide it. Failure by the intermediary to furnish the Service Activation Letter as required shall entitle the Provider to issue it directly to the End Client and to treat the intermediary’s obligation as unmet.
Each Work Order and Service Activation Letter shall identify the End Client by full legal entity name. Services provided under a Work Order are scoped exclusively to the named End Client. The Provider shall not be obliged to provide Services in respect of any other entity, client, or environment not named in the Work Order, and any such request shall require a separate Work Order. Where Services are engaged through an intermediary, the intermediary shall provide the End Client’s full legal entity name before the Work Order is accepted and warrants that the entity named is the entity that will deploy Jube; no Work Order shall be accepted without the End Client so named. The intermediary shall notify the Provider promptly of any change to the End Client, upon which the Provider shall reissue the Service Activation Letter.
Where the Provider has reasonable grounds to believe that support hours or Services are being consumed on behalf of an entity other than the named End Client, the Provider reserves the right to suspend Services pending clarification. The Provider shall notify the Client of the suspension and the grounds for it promptly upon exercising this right, and shall confirm or withdraw the suspension within five (5) business days of receiving a satisfactory written response from the Client. The Provider may invoice separately for any Services determined to have been delivered outside the scope of the named Work Order.
Support Services are scoped to the documented functionality of the Jube platform as published at the official documentation site. The Provider is not obliged to support undocumented usage, integrations outside the supported extensibility framework, or any configuration or operational practice not covered by the platform documentation.
Each Work Order shall record the delivery mode applicable to the engagement, being remote delivery, On-Site Delivery, or a combination of both. Where a Work Order provides for On-Site Delivery, it shall additionally record the matters specified in clause 24.2, and Section 24 shall apply to that engagement.
The Service Activation Letter is the authoritative statement of what the Provider has contracted to provide in respect of the named End Client. No representation by the intermediary that is inconsistent with the Service Activation Letter shall bind the Provider or operate to vary the Services, and the Provider may correct any such representation directly with the named End Client in accordance with clause 23.10. Clause 14.6 applies to the furnishing of a Service Activation Letter under clause 1.5.

2. Fees and Payment

The payment model operates on an in-arrears monthly billing cycle, subject to the Minimum Monthly Retainer defined above. The clauses below set out the operative payment obligations governing each engagement type.

Fees for the Services will be as set out in the applicable Work Order, which shall specify the hourly rate and the Minimum Monthly Retainer applicable to the engagement. In the case of Training and Integration, the Work Order shall specify the fixed fee, the included integration support hours, and the instalment schedule set out in clause 2.4. Fees are stated and payable in the currency recorded in the applicable Work Order and, where no currency is recorded, in United States dollars. Amounts recharged under clause 2.7 are recharged at cost in the currency in which they were incurred, or its equivalent at the rate applied by the Provider’s bank on the date of conversion.
All fees are exclusive of taxes, which shall be payable by the Client in addition.
All engagements operate on a monthly billing cycle, billed in arrears. At the end of each calendar month, the Provider shall issue an invoice for that month, accompanied by a Time Record showing the hours recorded during the month. The fee payable for the month shall be determined in accordance with the Minimum Monthly Retainer definition and clauses 2.10 and 2.11. A month in which no hours are recorded is invoiced at the Minimum Monthly Retainer and accompanied by a Time Record showing no hours recorded, and constitutes a valid monthly statement for the purposes of this Agreement. Invoices are payable within fifteen (15) days of the invoice date.
Training and Integration engagements are invoiced as a fixed fee in two instalments. The first instalment, being fifty percent (50%) of the fixed fee, falls due upon conclusion of the first week of training delivery; no payment is required in advance of delivery. The second instalment falls due upon confirmation of proof-of-concept infrastructure stability and the first transaction flowing in production, and in any event not later than four (4) months from the start date recorded in the Service Activation Letter, or such shorter period as the applicable Work Order specifies. The fixed fee includes the integration support hours stated in the Work Order, whether those hours are delivered remotely or under On-Site Delivery; hours beyond that allocation, or Services following pre-production confirmation, are billed in accordance with clause 2.3. This instalment structure, and the de-risking it provides to the Client, applies identically to remote delivery and to On-Site Delivery; the delivery mode may affect when the instalments fall due, but not the events upon which they fall due. In the event of termination prior to completion, any instalment that has fallen due remains payable and is non-refundable; where the first week of training delivery has concluded, the first instalment falls due notwithstanding termination; and hours recorded beyond the included allocation up to the effective termination date shall be invoiced in accordance with clause 2.3.
There is no prepayment requirement for the commencement of any Work Order. Services commence on the basis of the applicable Work Order and Service Activation Letter, with fees invoiced in accordance with this Section. Subsistence under clause 2.7 is the sole exception, being an expense rather than Services, and may be invoiced as incurred.
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.
To the extent that on-site visits to the Client’s premises (or any other location) are required, travel and subsistence shall be dealt with as follows. Such arrangements must be agreed with the Client in advance and shall be recorded in the applicable Work Order, and no amount is charged with markup or administration fee: a. air travel and accommodation shall be booked and paid for directly by the Client, in the Client’s own name and under the Client’s own travel arrangements. No amount in respect of those items shall be invoiced to or recharged by the Provider, and no reimbursement obligation arises in respect of them. Air travel shall be booked in economy class; the Provider does not require, and shall not charge for, premium cabin travel. Air travel shall however be scheduled within social hours, such that it does not require the Provider to travel overnight, and such that the Provider is not required to commence delivery on the day of arrival without an intervening night’s rest. Where no direct routing satisfying this requirement is available, an indirect routing including a layover, or an additional night’s accommodation before or after the scheduled period, shall be booked in preference to an overnight flight; b. subsistence is billed in accordance with the HMRC international scale rate directory for the destination (as updated from time to time — see HMRC guidance), estimated in the Work Order and not exceeded without the Client’s written agreement; c. visas, work permits, any required insurance loadings or vaccinations, and local transport not provided for within the scale rate are billed at cost against receipts, save to the extent the Client obtains or pays for them directly; d. days spent in transit to or from the location of On-Site Delivery are not billed as time and consume no hours included within any fixed fee or committed allocation; and e. where the parties exceptionally agree in the Work Order that the Provider shall book air travel or accommodation, those items are billed at cost against receipts and may be invoiced as incurred, and clause 11.6 shall apply to any amount irrecoverably committed.
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.
Where Services are engaged through an intermediary, fees remain payable to the Provider in full in accordance with the applicable Work Order, regardless of whether the intermediary has collected payment from the End Client. The intermediary’s failure to collect from the End Client shall not constitute grounds for withholding or reducing payment to the Provider.
The Provider does not invoice overage in the ordinary course. Recorded hours within Fair Use are covered by the Minimum Monthly Retainer and are not separately invoiced. Where hours recorded in a monthly billing period exceed one and a half (1.5) times the Committed Hours, the Provider may invoice the excess above that threshold at the hourly rate applicable to the rung then in force, and shall in any event raise the variance at the next quarterly account management review. Where it becomes apparent within a monthly billing period that recorded hours are likely to exceed that threshold, the Provider shall notify the Client as soon as reasonably practicable, so that the Client may decide how it wishes to proceed before the excess arises. Sustained variance in either direction is addressed prospectively under clause 2.11, never retrospectively.
The parties shall review recorded hours against the Committed Hours once each quarter at an account management review, conducted asynchronously in accordance with Section 3 wherever practicable. The quarterly account management review is the sole forum in which variance between recorded hours and Committed Hours is addressed. Where recorded hours have departed from the Committed Hours across the quarter in a manner the parties agree in good faith to be sustained rather than incidental, the engagement shall be moved to the rung of the Rate Card corresponding to the level of usage evidenced, with effect from the start of the next monthly billing period. Movement may be in either direction. Adjustments under this clause are prospective only, and no adjustment shall be applied to any monthly billing period preceding the date of the review. Where the parties do not agree that a variance is sustained, the existing rung continues until the following quarterly review. In respect of an Enterprise Support engagement, the rung corresponding to Enterprise Support is the minimum at which the engagement subsists, and no movement under this clause shall take the engagement below it during the Initial Term; a Client whose usage is sustained below that level may move to Retained Support on expiry of the Initial Term in accordance with clause 11.1(b).
Where a fixed fee has been agreed for an engagement involving On-Site Delivery, the fee is earned by the Provider’s attendance and availability during the scheduled period. Where the Client’s personnel, environments, approvals, or access are unavailable during that period for reasons attributable to the Client, the scheduled period is not extended, no additional days accrue to the Client, and no reduction in the fee arises. The Provider shall use reasonable endeavours to apply the time productively and shall raise any material unavailability with the Client promptly. Any additional attendance requested by the Client to address such unavailability requires a variation to the Work Order.
Good faith dealing. The retained model set out in this Section depends on both parties dealing with one another in good faith, and each undertakes to do so in the operation of clauses 2.10 and 2.11 and in the conduct of the quarterly account management review. In particular: a. the Provider shall record time on the basis set out in Appendix B, and shall not treat ordinary month-to-month variation in recorded hours as an occasion for adjustment or for invoicing overage; b. the Client shall not organise the timing or routing of its service requests so as to obtain sustained benefit materially beyond the rung to which it has committed, whether by deferring and aggregating demand, by directing demand through parties other than the named End Client, or otherwise; c. each party shall raise any concern as to the sizing of the engagement at the earliest quarterly account management review at which it is apparent, rather than allowing it to accumulate; and d. neither party shall exercise a right under clause 2.10 or 2.11 for a purpose other than keeping the Minimum Monthly Retainer a fair reflection of the Services actually being delivered. Nothing in this clause obliges either party to act contrary to its own commercial interests beyond the specific undertakings given above.

3. Service Delivery

The Provider operates an async-first service delivery model. The primary working channel is WhatsApp Business, through which the majority of day-to-day service activity is conducted. This channel supports direct, responsive communication without the overhead of scheduled meetings, and is actively monitored during UK business hours.

Where a Work Order provides for On-Site Delivery, the async-first model continues to govern the engagement before and after the on-site period, and the WhatsApp channel is opened and used throughout. On-Site Delivery supplements that model for the scheduled period rather than replacing it, and is governed by Section 24.

Email is reserved for formal business communications and notices — including Work Order acceptance, Service Activation Letters, written sign-offs, and other communications where a traceable formal record is required. Email is not regularly monitored for day-to-day service requests and is not an appropriate channel for ongoing technical dialogue. Where an email initiates a service request or raises a technical matter, the Provider will typically acknowledge receipt by email and continue the dialogue through WhatsApp rather than by email thread.

The Provider’s strong preference is to resolve matters asynchronously — through chat, voice notes, and screen recordings — avoiding the need for scheduled meetings wherever possible. This approach eliminates project stall between meetings and keeps delivery moving continuously. Meetings are available but treated as a channel of last resort, called only where async communication has proven insufficient to resolve a matter.

Service requests may be submitted through WhatsApp Business, a dedicated support contact or group, or a subordinate channel where volume or complexity warrants separation. The Provider will not be obliged to monitor or respond to service requests submitted through any other channel, including client-operated platforms, ticketing systems, or tools not listed above.

Jira is the Provider’s internal system of record for the Client’s engagement — housing the tickets, notes, and logged time arising from the Services. WhatsApp is the conversational interface to that record: service requests are submitted via WhatsApp, and where a request constitutes a discrete, scoped piece of work — as distinct from a quick query resolved within the same conversation — the Provider frames it as a ticket in Jira, with notes and time logged against it as work proceeds. The Client has no direct access to Jira; it is not a portal or live system to which the Client has independent access, consistent with the Time Records definition above, and it does not replace WhatsApp as the Provider’s primary channel for day-to-day dialogue. Instead, the WhatsApp channel is self-service in respect of a Client’s own tickets, notes, and logged time: the Provider makes available a set of commands, from time to time, through which a Client may request that information, with the Provider responding within that same channel. Such a response reflects that record as it stands at the time of the request; it is provided for informational convenience only and does not itself constitute a Time Record. The record is closed off and realised as the Time Record for the relevant billing period only once a month, at the point the Provider issues the Time Record and invoice under Section 2, and a self-service response is not a substitute for that monthly Time Record and invoice.

The basis on which time is recorded and charged across all engagement activities is set out in Appendix B: Basis of Time Recording.

Details:

Delivery Mode: The Services shall be delivered remotely by default. On-Site Delivery is a published delivery mode rather than an exception, and applies where the applicable Work Order so provides, in accordance with Section 24. Any other variation to the delivery mode requires written agreement.
Service Request Channels: All service requests must be submitted through WhatsApp Business, in accordance with this Section.
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. Where a Work Order provides for On-Site Delivery, it may substitute the business hours, working week, and public holidays of the location of delivery for those stated above, for the duration of the scheduled on-site period only, in which case the four (4) business hour commitment shall be construed accordingly.
Urgent Matters: Where a matter is time-sensitive or urgent, the Client should contact the Provider via WhatsApp Business, which generates audible alerts and is appropriate for urgent matters. Email cannot be relied upon for urgent matters under any circumstances.
Service Management: All service requests are recorded and tracked by the Provider against the relevant Client project for the purposes of time recording and billing, using Jira as an internal system of record. The Provider maintains internal records using its own tools and processes. Clients do not have direct access to Jira or any other of the Provider’s internal tracking systems; time records are instead submitted to the Client monthly in accordance with the Time Records definition above, and information about a Client’s own tickets, notes, and logged time is available on a self-service basis via WhatsApp as set out in this Section.
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.
Meetings and Screencasts: Where a synchronous meeting is not required, the Provider may make use of asynchronous screen recordings to communicate findings, walkthroughs, or guidance, and Clients are encouraged to do the same. This approach is often more efficient than a scheduled call for straightforward technical explanations. Screen recordings will be shared via the same file share channel as Deliverables. Scheduled online meetings will be conducted via a video conferencing tool nominated by the Provider, arranged on demand, and only where async communication has proven insufficient.
Client Control of Production: The Provider will not 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 for outcomes arising from the Client’s implementation of those 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. For the avoidance of doubt, this clause applies without modification during On-Site Delivery. The physical presence of the Provider’s personnel at the Client’s premises, including presence alongside the Client’s personnel during configuration, deployment, or testing activity, does not constitute control of the Client’s production systems, does not transfer responsibility for implementation to the Provider, and does not dispense with the written acceptance required by this clause and clause 3.9. Where the Provider’s personnel operate Client systems at the Client’s direction during On-Site Delivery, they do so as an extension of the Client’s own implementation activity and subject to the Client’s controls, change management, and authorisation.
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.
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.
Production Support: The fees charged under this Agreement are not intended to cover production support, critical incident response, or 24x7 on-call obligations, save as provided for Enterprise Support under clause 3.12. 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. Where the Client is not on an Enterprise Support arrangement, 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 is recorded and charged at the ad hoc rate on the Rate Card, subject to a minimum recorded engagement of two (2) hours per callout. For the avoidance of doubt, the Provider does not assume responsibility for production systems and does not form part of the Client’s production support chain.
Enterprise Support Callout: For Clients on an Enterprise Support arrangement, out-of-hours and emergency response is available on a 24/7 basis, with a guaranteed response during 06:00–18:00 GMT, Monday to Friday, excluding UK public holidays. Outside those hours, response is on a best endeavours basis. Enterprise Support callout obligations apply to all Enterprise Support Clients. Callout is included within the Minimum Monthly Retainer: time recorded in respect of a callout is recorded in the ordinary way under Appendix B, is covered by the retainer within Fair Use, and is not separately invoiced. Sustained callout volume is a matter for the quarterly account management review under clause 2.11, in the same way as any other sustained variance. Callout under this clause, and the commitments under Sections 17, 18 and 19, are available only while the engagement is maintained at the rung corresponding to Enterprise Support, that rung being the minimum at which an Enterprise Support engagement subsists. Where the Minimum Monthly Retainer falls below that rung for any reason, those commitments cease with effect from the start of that monthly billing period and the engagement is Retained Support.
Escalation and Governance: Enterprise Support engagements are conducted through the escalation path and governance arrangements set out in Section 20, which applies to Enterprise Support only.

4. Confidentiality

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

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.
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.
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.
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. Standard of Service and Warranty

The Provider shall exercise reasonable skill and care in providing the Services and producing Deliverables.
Subject to clause 7.1, the Services and Deliverables are otherwise provided “as is” and “as available”. To the fullest extent permitted by law, the Provider disclaims all further warranties, conditions, and representations, including implied warranties of merchantability, fitness for purpose, accuracy, or non-infringement.
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

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.
The Provider’s total liability shall not exceed the fees actually paid by the Client and received by the Provider in cleared funds under the relevant Work Order in the preceding 12 months.
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
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.
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

Neither party is liable for failure or delay caused by events beyond reasonable control (Force Majeure Event).
The affected party shall notify the other and take reasonable steps to mitigate the effects.
If the event continues for over sixty (60) days, either party may terminate with written notice.
Where a Force Majeure Event prevents attendance at a scheduled period of On-Site Delivery, including the refusal, withdrawal, or delay of a visa or work permit, or a restriction on travel to or from the location of delivery, the parties shall cooperate in good faith to reschedule that period. Neither party shall be liable to the other in respect of the postponement, save that any travel or accommodation cost already irrecoverably committed shall be dealt with in accordance with clause 11.6.

10. Alternate Dispute Resolution (ADR)

Parties shall attempt to resolve disputes by good faith negotiation in the first instance.
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.
Nothing in this Section prevents either party from seeking urgent injunctive relief from the courts of England and Wales.

11. Termination

Termination on notice: a. Either party may terminate a Retained Support engagement at any time by giving not less than thirty (30) days’ prior written notice to the other party. b. Neither party may give notice terminating an Enterprise Support engagement with effect before the last day of the Initial Term, save under clause 11.3, Section 9, or clause 20.6. Upon expiry of the Initial Term the engagement continues on a rolling monthly basis, and either party may then terminate it by giving not less than thirty (30) days’ prior written notice to the other party, such notice being capable of being given during the Initial Term to take effect on or after its last day. c. The Client’s payment commitment under an Enterprise Support engagement is a minimum, and not a fixed fee. It is the aggregate of the Minimum Monthly Retainer in respect of each of the twelve (12) monthly billing periods of the Initial Term, calculated by reference to the rung in force from time to time under clause 2.11 (the “Initial Term Commitment”). The Initial Term Commitment is a primary obligation of the Client, discharged by monthly instalments invoiced in arrears in accordance with Section 2, and it is not reduced by early termination. It is neither a cap on the fees payable nor a prepayment against hours: amounts invoiced under clause 2.10 are payable in addition to it, and hours recorded within Fair Use give rise to no charge beyond it. Where an Enterprise Support engagement terminates with effect before the last day of the Initial Term, so much of the Initial Term Commitment as remains unpaid at the effective date of termination, calculated at the rung in force at that date, falls due on that date and shall be invoiced accordingly. d. Paragraph (c) does not apply, and no part of the Initial Term Commitment falls due in respect of any monthly billing period after the effective date of termination, where the engagement terminates by reason of the Provider’s notice, the Provider’s material breach under clause 11.3, a Force Majeure Event under Section 9, or clause 20.6. Where the Provider terminates an Enterprise Support engagement with effect before the last day of the Initial Term otherwise than under clause 11.3, Section 9, or clause 20.6, the Provider does so in breach of paragraph (b), and the Client’s remedies are unaffected by this Section.
Upon termination of a Training and Integration engagement: any instalment of the fixed fee that has fallen due under clause 2.4 remains payable and is non-refundable; hours recorded beyond the included integration support allocation up to the effective termination date shall be invoiced in arrears in accordance with Section 2. No minimum notice period shall apply to the termination of a Training and Integration engagement.
Either party may terminate any engagement with immediate effect by written notice if the other party materially breaches these Terms and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail.
Upon termination of any engagement, the Client shall pay the Provider for all Services performed and expenses incurred or irrecoverably committed up to the effective date of termination, including the Minimum Monthly Retainer in respect of each monthly billing period up to and including that in which the effective date of termination falls, together with any amount falling due under clause 11.1(c), invoiced in accordance with Section 2.
On termination of any engagement, the Provider shall delete all Client configuration assets held by the Provider, including any .jemp exports, within thirty (30) days of the effective termination date, and shall confirm deletion to the Client in writing. Notwithstanding this, the Provider may retain such assets for a period of up to six (6) years from the termination date where retention is required to satisfy legal obligations or to defend against a potential claim. Assets retained under this exception shall be held securely, used for no other purpose, and deleted promptly on expiry of that period or earlier resolution of any relevant matter. The Provider shall confirm deletion to the Client in writing at that time.
Where the dates for a period of On-Site Delivery have been confirmed in a Work Order, the Client may postpone them once without charge by written notice given not less than thirty (30) days before the first scheduled day, and the parties shall agree revised dates in accordance with the Provider’s capacity. Air travel and accommodation being held by the Client under clause 2.7(a), any cost arising from their cancellation or amendment is a matter between the Client and its own travel providers. Where a postponement is requested less than thirty (30) days before the first scheduled day, or where a second or subsequent postponement is requested, any permit cost, or any travel or accommodation cost exceptionally booked by the Provider under clause 2.7(e), already irrecoverably committed in respect of the scheduled period remains payable by the Client at cost, whether or not the engagement is otherwise terminated. No other charge arises in respect of a postponement. This clause does not apply where the Provider postpones, and the Provider shall bear its own irrecoverable costs in that event.

12. Entire Agreement and Variations

This Agreement, together with any Work Orders, constitutes the complete agreement between the parties and supersedes all prior discussions, representations, and understandings.
Variations are effective only if: a. Written letter of variation signed by authorised representatives, whether by manuscript or electronic signature; or b. Replaced by a superseding agreement explicitly stating it constitutes the complete agreement.
Each party acknowledges it has not relied on any representation not expressly set out in this Agreement.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.
Subject to Section 10 (ADR), the courts of England and Wales have exclusive jurisdiction over any dispute arising under or in connection with this Agreement.
The location of any On-Site Delivery shall not affect the governing law or jurisdiction under this Section, nor shall attendance at a Client’s premises in any jurisdiction be construed as the establishment of a place of business, permanent establishment, or fixed presence by the Provider in that jurisdiction.

14. Miscellaneous

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.
Assignment: Neither party may assign nor transfer any rights or obligations under this Agreement without the prior written consent of the other party.
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.
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.
Non-UK Tax Obligations: 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. Clients engaging from jurisdictions where local tax or withholding obligations may apply are encouraged to confirm the position with their own advisors prior to Work Order acceptance. Clients engaging the Provider for On-Site Delivery are further encouraged to confirm the position in respect of any local obligation arising from the physical presence of the Provider’s personnel.
Third Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, and the parties may vary or rescind this Agreement without the consent of any such person. The furnishing of a Service Activation Letter to a named End Client under clause 1.5 is for information only and confers no such right.

15. Independent Status and Representations

JOL operates as an independent contractor and is not an employee, agent, or partner of any Client, intermediary, 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;
Make technical representations about the capabilities, limitations, or compatibility of the Jube platform to any third party or End Client without prior written approval from the Provider;
Seek to influence or represent influence over the Jube product roadmap, development priorities, or release schedule on behalf of JOL, or represent to any third party that such influence exists, without prior written consent from JOL.

Any such representation made without written consent is unauthorised and shall not bind JOL. The Provider reserves the right to withdraw from any engagement where this clause has been breached, without liability.

Where a Work Order provides for On-Site Delivery, that Work Order shall constitute the prior written consent required by this Section for the submission of the Provider’s personnel details in visa, work permit, site access, security clearance, and equivalent applications, to the extent necessary to enable attendance at the location of delivery under the Work Order and for no other purpose. Such consent extends only to the named engagement, only to the personnel whose attendance is contemplated by it, and only to submissions made to the authorities and to the Client’s own access and security functions. It does not extend to proposals, tenders, submissions to third parties, or filings unconnected with attendance, which continue to require separate written consent. Where an intermediary is the contracting party, the intermediary shall obtain the Provider’s written confirmation of the specific submissions to be made before making them, and shall provide copies to the Provider on request.

16. Diagnostic Information Requirements

As a condition of support engagement, the Client shall provide the Provider with sufficient diagnostic information to assess and investigate the reported issue. The minimum required information is: a. Relevant application and infrastructure logs covering the period of the incident; and b. A .jemp capturing the current tenant configuration at the time of the incident.
Where the Client is unable or unwilling to provide the minimum diagnostic information specified in clause 16.1, the Provider reserves the right to defer or decline support engagement until such information is made available. Where a Client is unable to provide the required information due to data protection or regulatory obligations, the parties shall cooperate in good faith to agree an appropriately anonymised or redacted alternative.
Where Services are engaged through an intermediary, the Provider reserves the right to request diagnostic information directly from the named End Client if the intermediary is unable or unwilling to provide it within a reasonable timeframe. The intermediary shall not unreasonably withhold or delay the transmission of diagnostic information.
The Provider shall treat all diagnostic information as Confidential Information in accordance with Section 4. The Client shall ensure that any diagnostic exports are appropriately anonymised or masked in accordance with their data handling obligations prior to transmission to the Provider.
The Provider shall not be liable for misdiagnosis or failure to resolve incidents where diagnostic information provided is incomplete, inaccurate, or withheld.
Where the Provider is present at the Client’s premises under Section 24, diagnostic information may instead be examined in situ on the Client’s systems, under the Client’s controls and supervision, without extraction or transmission to the Provider. Examination in situ satisfies clause 16.1 in respect of the matter examined. Clause 24.6 governs the handling of any data so examined.

17. Reference Configurations and Client Context

The maintenance of client context under clause 17.2 is an Enterprise Support benefit. Clauses 17.1 and 17.3 apply to all engagements.

The Provider maintains reference configurations for infrastructure and deployment. The Provider carries no sign-off responsibility for the Client’s environment, and no approval dependency exists over the Client’s use of documented platform functionality, which remains entirely at the Client’s discretion.
Material departures from the reference configurations, as they surface in the ordinary course of the Services, are recorded in the Provider’s client notes to maintain working context, on a best endeavours basis. Such notes are a support aid, maintained asynchronously in accordance with Section 3; they do not constitute documentation, configuration records, or reports produced or maintained on the Client’s behalf, and are not warranted to be current or complete.
The Provider accepts no liability for outcomes arising from the Client’s infrastructure, deployment, or architectural decisions. Nothing in Section 24, and no observation of the Client’s environment during On-Site Delivery, shall be construed as approval, sign-off, or assumption of responsibility for that environment.

18. Security Patching and Vulnerability Management

Security Patching and Vulnerability Management is an Enterprise Support benefit.

The Provider shall make reasonable efforts to address credible, documented security vulnerabilities identified in the Jube platform software through timely patches and releases, prioritised according to the severity and exploitability of the vulnerability as assessed by the Provider.
The Provider’s obligation under clause 18.1 extends to vulnerabilities identified through credible security scanning tools and recognised vulnerability databases (such as the National Vulnerability Database), where such vulnerabilities relate directly to Jube’s core platform software and its documented dependencies.
The Provider does not accept responsibility for vulnerabilities arising from the Client’s infrastructure, hosting environment, third-party dependencies outside Jube’s documented stack, or modifications made outside the supported extensibility framework.
The Client is responsible for applying patches and releases provided by the Provider in a timely manner. The Provider shall not be liable for security incidents arising from the Client’s failure to apply available patches.
Security patching obligations under this Section apply to Enterprise Support arrangements. Retained Support clients receive patches as and when released but have no guaranteed response timeline.

19. Regulatory Feature Mapping

Regulatory feature mapping is an Enterprise Support benefit.

The Provider maintains Jube’s feature set with the objective of supporting compliance with applicable AML and fraud detection regulatory requirements, and provides mapping of platform functionality against the Client’s applicable regulatory requirements as part of Enterprise Support. This does not constitute legal advice or regulatory advice, and is provided without warranty as to the sufficiency of any implementation for the Client’s specific regulatory obligations. The Client remains solely responsible for its own regulatory compliance and for obtaining appropriate legal and compliance advice. Retained Support and Training and Integration Clients do not receive regulatory feature mapping as part of their engagement, though the Provider may respond to an ad hoc regulatory query as ordinary billable Services time upon request.

Regulatory feature mapping is conducted on the basis that the relevant regulations, guidance, and technical standards are available in the English language. The Provider shall not be obliged to interpret, translate, or assess regulatory materials that are not available in English. Clients operating under regulatory frameworks not published in English are encouraged to raise this with the Provider at the outset of engagement, so that the parties can agree in advance on the scope and limitations of any regulatory mapping work. The Provider accepts no liability for mapping conducted on the basis of translated materials provided by the Client without prior agreement.

20. Escalation Path and Relationship Governance

The governance arrangements set out in this Section apply to Enterprise Support engagements only.

Collaboration period: Training and Integration is the prerequisite to any Enterprise Support engagement, and both parties shall use it to establish the operational protocols, service request channels, and working practices set out in Section 3, so that the arrangements supporting delivery across the Initial Term are settled and understood before that term begins.
Governance roles: Each Enterprise Support Work Order shall designate: a. an Authority Point, being a single individual within the End Client authorised to give and receive operational instructions, to give the written acceptance required by clauses 3.8 and 3.9, and to determine day-to-day scope and priority; and b. an Escalation Contact, being a senior individual with the authority to resolve operational deadlocks and systemic matters affecting the relationship.
Operational alignment: The Services are coordinated through the Authority Point. Where an instruction, approval, or representation is given by any other individual, the Provider may defer action until it is confirmed by the Authority Point, and shall not be in default of any obligation under this Agreement by reason of a delay so arising.
Service impairment review: Where the Provider determines in good faith that sustained operational friction, persistent non-cooperation, or a loss of effective communication at working level is materially impairing its ability to deliver the Services to the standard this Agreement requires, it may issue a written Relationship Impairment Notice to the Escalation Contact, setting out the matters relied upon.
Remediation: Within ten (10) business days of a Relationship Impairment Notice, the Escalation Contact and the Provider shall confer, asynchronously in accordance with Section 3 wherever practicable, with a view to agreeing a remediation plan. A remediation plan may include restructuring the service request channels, adjusting the governance recorded in the Work Order, or designating different individuals through whom the parties interact.
Discretionary exit: Where no remediation plan is agreed, or where an agreed plan has not resolved the impairment within thirty (30) days of the Relationship Impairment Notice, the Provider may terminate the Enterprise Support engagement notwithstanding clause 11.1(b), by not less than thirty (30) days’ written notice. Clause 11.1(d) applies to a termination under this clause, so that no part of the Initial Term Commitment falls due in respect of any monthly billing period after the effective date of termination.
Substitution: Each party may substitute any individual it has designated under clause 20.2 at any time by written notice, provided the individual designated holds equivalent authority.

21. AGPLv3 Licence and End User Compliance

Jube is distributed under the GNU Affero General Public License Version 3 (AGPLv3). The AGPLv3 licence is a contract between the intellectual property owner — Jube Operations Limited — and any party that uses, deploys, or interacts with the Jube software. This relationship exists by operation of the licence and cannot be modified, transferred, assigned, or extinguished by any intermediary or third party.
Any end user of the Jube software — whether engaging with the Provider directly or through an intermediary — accepts the terms of the AGPLv3 licence by virtue of their use of the software. No separate agreement with an intermediary constitutes acceptance of the AGPLv3 on the end user’s behalf, nor does it discharge the end user’s obligations under the licence.
Intermediaries engaging the Provider in connection with an end user deployment shall inform the end user of their obligations under the AGPLv3 licence prior to deployment. No intermediary shall represent to the end user that the software is proprietary, closed-source, or that the end user’s AGPLv3 obligations have been satisfied or waived by virtue of any commercial arrangement with that intermediary.
The end user is solely responsible for maintaining compliance with the AGPLv3 licence in respect of their use and deployment of the Jube software, including any obligation to make source code available where required by the licence. The Provider accepts no liability for the end user’s failure to comply with the AGPLv3, but reserves the right to enforce its intellectual property rights against any party in breach.
Configuration Artifacts, as defined in these Terms, remain the proprietary intellectual property of the party that created them and are not subject to the AGPLv3 licence, consistent with the documented extensibility framework of the Jube platform. This clause does not affect the AGPLv3 obligations of any party in respect of Jube’s core platform software.
The boundary between independent tooling and a derivative work of the Jube platform requires honest consideration by any party building on Jube’s APIs or extensibility framework. Integrations that interact with Jube through its published APIs are generally independent — but not automatically so. Where tooling exists solely to present Jube’s functionality under a different form — including but not limited to a reskinned or rebranded user interface — the derivative work provisions of the AGPLv3 are likely engaged regardless of how that tooling is described or structured. The tightness of the coupling and the purpose of the work are the operative considerations, not its name or commercial framing. The Provider does not make that determination on behalf of any party. Parties uncertain of their position should take appropriate legal advice. Any representation to the End Client that such tooling is proprietary or independent of the AGPLv3 without proper legal basis shall constitute a breach of clause 21.3.

The Provider maintains a plain language AGPLv3 compliance guide at jube-agplv3-open-source-compliance, which sets out its interpretation of common deployment and integration scenarios. That guide does not form part of this Agreement but reflects the Provider’s current position and is updated from time to time. Where any inconsistency arises between the guide and this Agreement, this Agreement prevails.

22. Professional Indemnity and Liability Insurance

The Provider maintains Professional Indemnity insurance with a UK-authorised insurer. £1,000,000 per claim is the upper limit of Professional Indemnity coverage that JOL will seek to maintain, and no Client should expect or request Professional Indemnity coverage beyond this level. That ceiling is published; the level in force for a given engagement is recorded in the applicable Work Order. Evidence of current coverage is available on request.

Where a Client’s governance requirements call for indemnity cover beyond that level, the Provider does not obtain it. Such a Client may instead contract with an intermediary or partner that carries the cover its requirements call for, and engage the Provider through that route in accordance with Section 23. The Provider’s obligations under this Agreement are the same in either case.

The limit stated above applies to Professional Indemnity coverage only. It does not constrain, and shall not be construed as constraining, the level of any other insurance the Provider carries.

Where a Work Order provides for On-Site Delivery, the Provider shall additionally maintain Public Liability insurance with a UK-authorised insurer, at the level particularised in that Work Order and effective for the duration of the scheduled period. The Client shall notify the Provider, before acceptance of the Work Order, of any minimum level of Public Liability coverage required as a condition of access to the location of delivery, together with any other insurance evidence its access or procurement process requires, so that the position can be confirmed in advance of travel. Where the level required materially exceeds the coverage the Provider ordinarily carries, the parties shall agree in advance whether the additional coverage is to be obtained and, if so, the incremental premium shall be recharged to the Client at cost in accordance with clause 2.7. Evidence of current coverage is available on request.

The territorial limits of the Provider’s insurances shall extend to the location of any On-Site Delivery for the duration of the scheduled period. The Provider shall confirm this in advance of travel, and shall not attend a location falling outside the territorial limits then in force until cover has been extended to it.

For the avoidance of doubt, this Section applies solely to parties engaged with the Provider under a Work Order. The use of Jube as AGPLv3-licensed software carries no insurance or indemnity obligations on the part of the Provider, and any rights and obligations arising from that licence are governed exclusively by its terms.

23. Engagement Through an Intermediary

Engagement through an intermediary is a contracting route, not a service line. The Services available through an intermediary are the same Training and Integration, Retained Support, and Enterprise Support engagements described in this Agreement, delivered on the same terms, at the same rates on the Rate Card, and recorded in a Work Order in the ordinary way. Nothing in this Section creates a further service line or a separate category of Services.
Where an intermediary contracts with the Provider in respect of a named End Client, the intermediary is the Client for the purposes of this Agreement and the End Client is identified in the Work Order in accordance with clause 1.6. The intermediary’s own obligations to the named End Client — including project management, systems integration, hosting, first-line support, commercial warranties, and any service levels it has undertaken — are its own responsibility, do not form part of the Services, and are not assumed, guaranteed, or underwritten by the Provider in any degree. The intermediary’s failure to perform any such obligation is not a default of the Provider.
The intermediary shall not undertake to the named End Client, or to any third party, any commitment in respect of the Provider’s Services exceeding what the applicable Work Order provides. In particular the intermediary shall not offer response times, availability, callout coverage, security patching commitments, or regulatory feature mapping beyond those it has itself contracted for under this Agreement. Any such commitment is unauthorised, does not bind the Provider, and shall not be construed as varying the Services. Clause 1.10 governs the effect of the Service Activation Letter in respect of any such representation.
Co-delivery describes the position where the intermediary’s own team participates in the delivery of a Jube implementation alongside the Provider. Co-delivery does not enlarge or alter the Provider’s scope. The Provider’s role remains that of a specialist technical contributor within its defined part of the value chain as set out in the Preamble, and does not constitute assumption of the intermediary’s delivery obligations, project management responsibilities, or client relationship.
Time the Provider spends in connection with an intermediary’s own delivery to its End Client — whether framed as support queries, presales activity, technical assurance, bid support, or otherwise — is Services under this Agreement, and is recorded and charged in accordance with Section 2 and Appendix B. Technical Presales under this Agreement is the Provider’s own scoping of a prospective Work Order and does not extend to an intermediary’s bid or presales activity. Where the intermediary holds no Work Order on a retained rung, such time is charged at the ad hoc rate on the Rate Card. Where such time is being drawn without a Work Order in place, the Provider will raise it with the intermediary in the first instance with a view to agreeing one, and reserves the right to require a Work Order before continuing engagement.
The keener rates on the Rate Card are earned by commitment, and an intermediary seeking ongoing access to the Provider’s time at those rates shall hold its own Work Order on a retained rung. Where that access is to be continuous throughout an implementation, the Work Order shall commit the Minimum Monthly Retainer for the rung corresponding to Enterprise Support, for an Initial Term of not less than the anticipated duration of the relationship, on the basis set out in clause 11.1(b) to (d).
Where the intermediary’s involvement materially delays or impedes delivery — including by withholding or delaying diagnostic information under clause 16.3, by delaying access, approvals, or decisions upon which delivery depends, or by acting as a conduit that degrades the accuracy of technical dialogue with the named End Client — the Provider may deal directly with the named End Client in accordance with clauses 23.10 to 23.12, and shall not be in default of any obligation under this Agreement by reason of the delay so caused.
Intellectual property produced where the intermediary’s team participates in delivery shall vest in accordance with Section 6, as particularised in the applicable Work Order. Where Deliverables are produced jointly by the Provider and the intermediary’s team, the Work Order shall specify ownership clearly. In the absence of such particularisation, IP produced by the Provider shall vest in the named End Client upon payment of the Provider’s fees, and IP produced solely by the intermediary’s team shall remain with the intermediary or vest in the named End Client as agreed between those parties independently.
The intermediary shall ensure that the named End Client is informed of the Provider’s role and independent status prior to commencement, consistent with Section 15, and of the named End Client’s obligations under the AGPLv3 licence, consistent with Section 21.
Where Services are engaged through an intermediary, the Provider reserves the right to communicate directly with the named End Client in connection with the delivery of Services, the performance of obligations under these Terms, or the exercise of its rights, including but not limited to: a. the issue or reissue of a Service Activation Letter under clause 1.5; b. the request for diagnostic information under clause 16.3; c. the notification of AGPLv3 licence obligations under Section 21; d. the arrangement of site access, permits, scheduling, and security requirements under Section 24; and e. any circumstance where the intermediary’s conduct may affect the Provider’s ability to perform its obligations or protect its interests.
The exercise of the right under clause 23.10 shall not be construed as bypassing or replacing the intermediary’s role under the applicable Work Order, but as a necessary safeguard in the interests of the named End Client, the integrity of the Services, and the accuracy of the representations made as to the Provider and its Services, consistent with Section 15 and clauses 1.10 and 23.3.
Intermediaries shall not instruct or seek to prevent the Provider from communicating directly with the named End Client.

24. On-Site Delivery

On-Site Delivery is a published delivery mode under which the Provider attends the Client’s premises, or another agreed location, for a scheduled period recorded in the Work Order. It exists because the concentration of attention it affords can materially compress the elapsed duration of an implementation. It does not alter the substance of the Services, the allocation of responsibility between the parties, or the protections either party enjoys under this Agreement.

Application: This Section applies where the applicable Work Order provides for On-Site Delivery. Where it does not, the Services are delivered remotely in accordance with clause 3.1.
Work Order particulars: A Work Order providing for On-Site Delivery shall record the location of delivery, the confirmed dates of the scheduled period, the travel and accommodation to be booked by the Client and the estimated subsistence under clause 2.7, and any Client security, access, or screening requirements notified to the Provider before acceptance.
Client obligations: The Client shall, at its own cost and for the duration of the scheduled period, provide safe and lawful access to the location of delivery, a suitable working space, network access sufficient for the Services, and reasonable access to the personnel, systems, and environments upon which delivery depends. The Client shall notify the Provider before acceptance of the Work Order of any induction, screening, clearance, insurance evidence, or documentation requirement applicable to attendance, and shall provide such reasonable assistance as the Provider requires to satisfy it. Section 22 governs the insurances the Provider maintains in respect of On-Site Delivery.
Provider obligations: The Provider shall comply with the Client’s reasonable site policies, security procedures, health and safety requirements, and inductions applicable to visitors at the location of delivery, and shall ensure that its personnel do likewise. Compliance with a Client policy under this clause does not vary this Agreement, and in the event of conflict between a Client site policy and this Agreement, this Agreement prevails in respect of the commercial and contractual relationship between the parties.
Permits and immigration: Visa, work permit, and equivalent requirements applicable to attendance shall be identified by the parties in advance of travel and not on arrival. The Client shall provide invitation letters, sponsorship documentation, and equivalent support reasonably required for any application. Section 15 governs the submission of the Provider’s personnel details for these purposes, and a Work Order providing for On-Site Delivery constitutes the consent required by that Section to the extent there stated. Clause 9.4 governs the position where a permit is refused, withdrawn, or delayed.
Data handled on the Client’s premises: Where the Provider is present at the Client’s premises, the Client may grant the Provider supervised access to production or production-like data, including transaction data, held on the Client’s own systems and within the Client’s own environment, for the purposes of configuration, tuning, analysis, testing, or diagnosis. Where such access is granted: a. any processing occurs on the Client’s systems, under the Client’s controls, access management, and monitoring, and at the Client’s direction; b. the Provider shall not extract, copy, export, transmit, photograph, or otherwise remove such data from the Client’s environment, and shall not retain it following the scheduled period; c. no such data is transferred to the Provider or to any sub-processor, and accordingly no transfer outside the Client’s jurisdiction arises by virtue of the Provider’s attendance; d. the Client remains the controller in respect of such data and is responsible for the lawful basis of the access it grants, for any authorisation required under its own policies and regulatory obligations, and for the sufficiency of the controls under which access is given; and e. all such data is Confidential Information for the purposes of Section 4. Paragraph 1 of Appendix A is to be construed subject to this clause. Nothing in this clause obliges the Client to grant access to any data, and the Provider does not require access to raw Personal Data in order to deliver the Services.
Production boundary preserved: Clauses 3.8 and 3.9 apply without modification during On-Site Delivery. The Provider’s presence at the Client’s premises does not constitute control of the Client’s production systems, does not transfer responsibility for implementation to the Provider, and does not dispense with the written acceptance those clauses require.
Scheduling: The working week, working hours, and public holidays observed during the scheduled period are those of the location of delivery, subject to clause 3.3. Sessions are scheduled around the ordinary rhythm of the working day at that location, including religious observance and prayer, and the sequence of delivery is agreed with the Client in advance of travel rather than imposed, subject to any dependencies between sessions. Delivery may be arranged as more than one block within a working day.
Availability of Client personnel: Clause 2.12 governs the consequences of the unavailability of the Client’s personnel, environments, approvals, or access during the scheduled period.
Continuity: The Provider shall deliver a scheduled period of On-Site Delivery once travelled to. Where an emergency arises during that period, including an obligation to another Client under clause 3.12, the Provider shall address it outside the scheduled hours of delivery in preference to cancelling or curtailing a scheduled day.
Postponement: Clause 11.6 governs the postponement of confirmed dates.
Expenses: Clause 2.7 governs travel and subsistence, and records that days spent in transit are not billed.
No establishment: Clause 13.3 governs the effect of attendance on jurisdiction and establishment.
Insurance: Section 22 governs the Professional Indemnity and Public Liability insurances maintained in respect of On-Site Delivery, and the territorial extension of those insurances to the location of delivery.

1. Role as Data Processor

JOL acts as a data processor under GDPR. In the ordinary course of remote delivery, JOL does not collect, store, or process Personal Data: all data handled during such 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.

Where Services are delivered at the Client’s premises under Section 24, the Client may grant supervised access to production or production-like data held on the Client’s own systems. In that case JOL processes such data only on the Client’s systems, under the Client’s controls and at the Client’s direction, and does not extract, copy, transmit, or retain it. Clause 24.6 governs that access in full and prevails over the first paragraph of this section to the extent of any inconsistency. For the avoidance of doubt, access of that kind does not involve a transfer of Personal Data to JOL, and sections 3, 4, and 6 of this Appendix are to be construed accordingly.

2. Purpose of Processing

JOL processes Personal Data solely to:

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

JOL does not sell Personal Data. Transfers outside the UK/EEA are made only where appropriate GDPR safeguards are in place. Supervised access to data on the Client’s own systems under clause 24.6 does not constitute a transfer for the purposes of this section.

4. Data Retention

Data is retained only as instructed by the Client or as required by applicable law. Data accessed under clause 24.6 is not retained by JOL.

5. Security

JOL implements appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

6. Sub-processors

Third-party sub-processors may be used. All sub-processors are bound by GDPR-equivalent obligations. No sub-processor is granted access to data accessed under clause 24.6.

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

Appendix B: Basis of Time Recording

1. Purpose

1.1 This Appendix sets out the basis on which time spent on asynchronous communications, scheduled meetings, and engagement administration is recorded and charged under the Agreement.

1.2 This Appendix forms part of the Jube Terms of Service (JTOS) and should be read in conjunction with it, in particular Section 2 (Fees and Payment) and Section 3 (Service Delivery).

2. Principle of Cognitive Engagement

2.1 Time is recorded on the basis of genuine cognitive engagement rather than message transmission time or meeting clock time alone. Billable time includes the time reasonably spent reading, contextualising, reasoning, drafting, preparing, and reviewing, in addition to direct communication or meeting time.

2.2 The Provider does not apply unit-based rounding. Time is recorded to the nearest minute actually engaged. The minimum recorded engagement for an out-of-hours callout under clause 3.11 is the sole exception, and is stated in that clause.

2.3 Time spent on Jube platform development, product roadmap activity, or any work of general application to the platform is not billable and is conducted solely at the Provider’s expense. Only time directly attributable to the Client’s engagement under a Work Order is recorded and charged.

3. Asynchronous Communications

3.1 The following activities constitute billable time when conducted through asynchronous channels:

a. Reading and re-reading a thread or prior correspondence to establish context before responding;
b. Reasoning, analysis, or research required to formulate a response;
c. Drafting, reviewing, and revising a response prior to sending;
d. Follow-up review of sent communications where substantively required by the nature of the Services.

3.2 Incidental or administrative communications of a transactional nature (e.g. scheduling confirmations, acknowledgements) are not typically recorded as billable time.

3.3 This section applies to all asynchronous communication and task-tracking channels through which Services are delivered, currently including:

a. WhatsApp (dedicated Jube support channel); and
b. Jira (ticket descriptions, notes, and time entries relating to a discrete task raised under Section 3).

3.4 The Provider reserves the right to update the list of covered channels by written notice to the Client.

4. Provider-Initiated Communications

4.1 The Provider may, at its discretion, initiate communications with the Client to share notices, observations, or guidance of direct relevance to the Client’s specific configuration or engagement. Such communications will only be made where the Provider considers them material and nuanced to the Client’s circumstances; general platform guidance is not delivered through this mechanism.

4.2 Time recorded in respect of any single provider-initiated communication, including preparation and sending, shall not exceed six (6) minutes. The Client is under no obligation to respond, and any decision to engage further rests solely with the Client and will be treated as a client-initiated interaction from that point.

4.3 General guidance, platform updates, and broader advisory content are disseminated through the Provider’s monthly newsletter, to which the Client is encouraged to subscribe. Such content does not form part of the Services and is not billable.

5. Scheduled Meetings

5.1 Scheduled meetings are billed as a single contiguous engagement encompassing reasonable preparation, the meeting itself, and reasonable wrap-up, including follow-up notes and actions recorded immediately after the meeting.

5.2 Preparation and wrap-up time are not charged separately from the meeting; they are treated as integral to it.

6. On-Site Delivery

6.1 During a scheduled period of On-Site Delivery, time is recorded on the basis of the working day attended, being the hours of attendance at the location of delivery applied to the Services, together with reasonable preparation and wrap-up in accordance with section 5 of this Appendix. Delivery may be arranged as more than one block within a working day, and the recording basis is unaffected by how the day is divided.

6.2 Days spent in transit to or from the location of delivery are not billed and consume no hours included within any fixed fee or committed allocation, in accordance with clause 2.7(d).

6.3 Where a fixed fee has been agreed, hours recorded during the scheduled period are recorded for the purposes of the Time Record and of the sizing of any subsequent support arrangement, and are covered by the fixed fee. They are not separately invoiced, and clause 2.12 governs the position where the Client’s personnel or environments are unavailable.

7. Engagement Administration

7.1 The Provider maintains comprehensive, indexed records in connection with each Client engagement. These include but are not limited to client notes, task records, Jira tickets, interaction logs, and related documentation maintained in the Provider’s notes and knowledge management systems.

7.2 Time reasonably spent on such administration — including creating, updating, and organising records directly relating to the Client’s engagement — is billable as engagement administration time and will be recorded accordingly in the Provider’s internal records.

7.3 The Provider exercises reasonable discretion in recording only administration time that is directly attributable to the Client’s engagement and proportionate to the nature of the Services being delivered.

8. Email Communications

8.1 Email is not a primary service request channel and is not subject to the response time commitment in clause 3.3 of the Terms.

8.2 Where communications are received by email, the Provider will, where practicable, redirect them to WhatsApp. Time spent reading, triaging, and redirecting email communications is billable where it constitutes genuine cognitive engagement as described in Section 2 of this Appendix.

8.3 Email communications are subject to the same time recording principles as set out in Section 2 of this Appendix. The Provider’s preferred channel for service delivery remains WhatsApp, and the Client is encouraged to use it in preference to email.

9. Recording and Transparency

9.1 Time Records are submitted to the Client monthly in accordance with the Time Records definition set out in the Definitions section of the Agreement, and the billing obligations set out in clause 2.3.

9.2 Contemporaneous records of time engaged are maintained by the Provider, available for Client review on request.

Appendix C: Work Order

Where this Agreement is executed as a signed instrument, the Work Order is set out in this Appendix and executed together with it. Where the Work Order is brought into effect by email exchange or via the quote acceptance function, it stands as a separate document in the same form and this Appendix does not apply.

This Appendix is published in blank. Only the particulars recorded in it vary the published terms; where a row is left blank, the default stated for it applies, and where no default is stated, the published terms apply without variation.

Engagement

Item	Particulars
Client
End Client (if different)	Where blank, the Client is the End Client
Service line	Training and Integration / Retained Support / Enterprise Support
Delivery mode	Remote / On-Site / Both — where blank, remote under clause 3.1
Commencement date	As recorded in the Service Activation Letter
Currency	Where blank, United States dollars under clause 2.1
Terms of Service version	JTOS 1.7

Commercial

Item	Particulars
Rate Card rung	Drawn from the Rate Card in force at acceptance
Committed Hours per monthly billing period	As per the rung recorded above
Hourly rate	As per the rung recorded above
Minimum Monthly Retainer	As per the rung recorded above; where no rung is recorded, one (1) hour at the ad hoc rate
Initial Term	Enterprise Support only — twelve (12) months from the commencement date
Fixed fee and instalments (Training and Integration or fixed-scope project)	Instalments under clause 2.4 where blank

Escalation path (required for Enterprise Support — Section 20)

Role	Name	Position	Contact
Authority Point
Escalation Contact

Additional particulars

Professional Indemnity insurance: where blank, at the level in force up to the published ceiling under Section 22. Public Liability insurance: where blank, none, no On-Site Delivery being recorded. Intellectual property: where blank, no particularisation is made under Section 6, clause 6.1 does not operate, and clauses 6.2 and 6.4 apply as published. On-Site Delivery: where blank, no matters arise under clause 24.2. Save as recorded above, the published terms apply without variation.