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TRUSTLOOM TERMS AND CONDITIONS

Version 1.0 · Effective 3 November 2026

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1.1.These Terms and Conditions (the “Terms”) govern the supply by Trustloom UAB, a private limited liability company incorporated in the Republic of Lithuania, registered in the Register of Legal Entities of the Republic of Lithuania under legal entity code 308100906, registered office at J. Jasinskio g. 12, LT-01112 Vilnius, VAT identification number LT100020726818, email legal@trustloom.io (“Trustloom”, “we”, “us”) of the Trustloom service to a customer (“Customer”, “you”).

1.2.These Terms are standard conditions within the meaning of Article 6.185 of the Civil Code of the Republic of Lithuania (the “Civil Code”). They are made available to you in full, in a form you can read, download, print and store, before you are asked to accept them. You may request a copy from us at any time.

1.3.These Terms, the Incorporated Documents and any Order you place together form the whole agreement between us (the “Agreement”). The following documents are incorporated into and form part of these Terms, each in the version published at trustloom.io/legal and identified by version number and effective date at the time you accept these Terms (the “Incorporated Documents”):

  • •the Pricing and Service Schedule; and
  • •the Data Processing Agreement, which applies only where Clause 19.9 applies.

1.4.Our privacy notice at trustloom.io/privacy describes how we process personal data. It is not part of the Agreement, but the Agreement refers to it.

1.5.Each Incorporated Document carries a version number and an effective date. The version that binds you is the version in force when you accept these Terms or, where an Incorporated Document is later changed in accordance with Clause 26, the version so notified.

2.1.In the Agreement, the following definitions apply. Where a term is defined, it bears that meaning and no other.

“Adverse Media Finding” means a statement in a Report that a Source has published information about the Subject falling within one of the categories referred to in Clause 11.3, together with a citation to that Source.

“AI System” means the artificial intelligence system operated by Trustloom which produces the Generated Content, including any third-party general-purpose AI model that system calls.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the Republic of Lithuania.

“Customer Personal Data” has the meaning given in the Data Processing Agreement.

“Data Processing Agreement” means the Data Processing Agreement incorporated by Clause 1.3.

“Fees” means the fees payable for the Services under Clause 18, as stated in the Pricing Schedule or your Order.

“GDPR” means Regulation (EU) 2016/679 (the General Data Protection Regulation).

“Generated Content” means the parts of a Report produced by the AI System, being the executive summary, the Risk Flags, the risk dimension assessments, and the characterisation and classification of Adverse Media Findings.

“Incorporated Documents” has the meaning given in Clause 1.3.

“Order” means an order for the Services placed by you through our website or, where we agree, in another form, and accepted by us.

“PEP” means a politically exposed person, being an individual identified as such on a list against which we screen.

“PEP Match” means a statement in a Report that a name has, or has not, been matched against a PEP list identified in the Report.

“Pricing Schedule” means the Pricing and Service Schedule incorporated by Clause 1.3.

“Report” means a single report produced by the Services in respect of one Subject and delivered to you, comprising Source Data and Generated Content.

“Report Allowance” has the meaning given in Clause 18.3.

“Report Date” means the date stated in a Report as the date on which it was generated.

“Risk Flag” means an indicator assigned in a Report to a risk dimension, expressed as “Critical”, “Caution”, “Clear”, “No data” or such other values as we may use.

“Sanctions Match” means a statement in a Report that a name has, or has not, been matched against a sanctions list identified in the Report.

“Services” means the supply of Reports and any related functionality made available to you by Trustloom under the Agreement, whether on a one-off basis or under a Subscription.

“Source” means a public register, official publication, open data source, website, media publication, sanctions or PEP list, or commercial data source from which we obtain data.

“Source Data” means data in a Report which is extracted or derived from a Source and reproduced in the Report, other than Generated Content.

“Subject” means the legal person to which a Report relates.

“Subscription” means a recurring right to use the Services on the terms of Clause 18.

“Trustloom Database” means the database compiled and maintained by Trustloom from which Reports are produced, including all Source Data, Generated Content and derived data within it.

“Use” means direct use by you of the Services as a tool for the due diligence of your own actual or prospective commercial counterparties, for your own internal business purposes, and for no other purpose.

“User” means an individual authorised by you to access the Services under your account.

2.2.A reference to a statute or a provision of a statute is a reference to it as amended or re-enacted from time to time. References to “including” and similar expressions are illustrative and do not limit what precedes them, except in Clauses 21 and 22, where every list is exhaustive.

3.1.The Agreement is formed when you click the button marked “I agree and pay” having first ticked the box confirming that you have read and accept these Terms.

3.2.You and we agree that a contract concluded in this way is valid and binding, and that it does not require a handwritten signature or a qualified electronic signature.

3.3.Before you complete an Order you will be shown a summary of the Order and given the opportunity to identify and correct input errors. We will send you confirmation of the Order and a copy of these Terms by email. We store the version of these Terms and of each Incorporated Document in force when you accepted, together with the date and time of acceptance, and you may access them from your account.

3.4.We may decline any Order. Where we do so we will refund any payment taken.

4.1.The Services are offered only to legal persons, and to natural persons acting for purposes relating to their trade, business, craft or profession. They are not offered to consumers.

4.2.You warrant that you are entering into the Agreement for purposes relating to your trade, business, craft or profession, and not as a consumer.

4.3.We may verify your status at any time and may suspend or terminate the Agreement under Clauses 23 and 24 if the warranty in Clause 4.2 is or becomes untrue.

4.4.You are responsible for all use of the Services under your account. You must keep account credentials confidential, must not share them with anyone outside your organisation, and must notify us without undue delay if you become aware of unauthorised use.

4.5.You warrant that neither you nor any person who owns or controls you is the subject of sanctions adopted by the European Union, the United Nations, the United Kingdom or the United States, and that you are not established in a jurisdiction subject to comprehensive sanctions. We may decline or terminate the Services where we reasonably consider that supplying them would breach sanctions law.

5.1.The Services consist of the production and delivery of Reports about commercial entities, and any related functionality described on our website or in the Pricing Schedule.

5.2.Reports are compiled from Sources, which include: public registers of legal entities; tax and social insurance authority publications; publicly filed financial statements; insolvency and restructuring publications; official gazettes and regulatory notices; vehicle, environmental and other sectoral registers where available; sanctions and PEP lists published by public authorities or licensed to us; open data published by public bodies; commercial data aggregators; and publicly accessible websites and media publications. The Sources used for a given Report, and the date as at which each was consulted, are identified in that Report.

5.3.Data is obtained from Sources by automated means, including automated retrieval from websites.

5.4.The composition of Sources changes. We may add, substitute, restrict or remove a Source, or a category of content derived from a Source, at any time, including where an upstream licence or a Source’s terms of access change, where a Source becomes unavailable, or where we consider it necessary for legal compliance. Where this materially reduces the Services during a paid Subscription period, Clause 25.2 applies.

5.5.Reports are produced at a point in time. They describe the position as at the Report Date and are not updated after delivery.

5.6.We aim to make the Services available, and to respond to support requests, in accordance with the targets stated in the Pricing Schedule. Those targets exclude scheduled maintenance notified in advance, emergency maintenance, the unavailability of a Source, and any event within Clause 27. They are targets and not warranties, and do not give rise to service credits unless a separate written service level agreement between us provides otherwise.

6.1.The Generated Content in each Report is produced in whole or in part by an artificial intelligence system. It is generated automatically. It is not written, reviewed, verified or approved by a human being before the Report is delivered to you.

6.2.Because the Generated Content is produced by automated analysis, it may contain errors, including errors of characterisation, attribution, emphasis and inference, and may in some cases be substantially wrong. Automated name-matching may produce false positives and false negatives. Automated analysis of a Source may misread that Source.

6.3.Reports carry machine-readable markings identifying the Generated Content as artificially generated, in accordance with Article 50(2) of Regulation (EU) 2024/1689. You must not remove, alter, obscure or defeat those markings, and must not present a Report or any part of it as having been authored by a human being.

6.4.We may change the AI System, including the third-party models it calls, at any time.

7.1.We warrant that we will supply the Services with reasonable skill and care, and that we will apply reasonable skill and care in selecting Sources, in obtaining data from them, and in designing and operating the AI System. The warranties in this Clause 7.1 are the only warranties we give in respect of the Services. All other warranties, conditions and terms, whether express or implied, are excluded to the fullest extent permitted by law.

7.2.We do not warrant, and expressly disclaim any warranty, that:

8.1.A Report does not contain a credit rating, a credit score or a creditworthiness assessment, and Trustloom may not be cited as the source of any credit rating or credit score. You must not produce a credit rating, credit score or creditworthiness assessment of any natural person from a Report.

8.2.A Report does not constitute, and is not intended to constitute, legal, tax, financial, investment, accounting or any other professional advice, and must not be relied on as such.

8.3.Trustloom gives no opinion and makes no recommendation in relation to any person, whether legal or natural, appearing in a Report. A Risk Flag is an indicator derived by automated means from the Sources identified in the Report. It is not a statement by Trustloom about the conduct, character, solvency or integrity of any person.

8.4.You may use a Report as one factor in your own commercial decision-making. You must not rely on a Report as the sole determinant of any decision, and must not draw any automatic conclusion from it.

8.5.A Report is not a substitute for your own due diligence, and is not a substitute for consulting the Sources themselves.

8.6.Risk Flag values have the following meanings, and no other: “Critical” and “Caution” mean that the AI System identified, in the Sources consulted, information of the kind described for that risk dimension, at the level of significance the AI System assigned to it; “Clear” means that the AI System did not identify such information in the Sources consulted, and does not mean that the risk is absent; “No data” means that no Source for that risk dimension was available to us for the Subject, and is not a finding of any kind.

9.1.The intended purpose of the Services is entity-level due diligence of commercial counterparties by business users. The Services are not designed, tested, documented or intended for any other purpose.

9.2.You must not use the Services, a Report, or any part of a Report:

9.3.You acknowledge that if you use the Services for a purpose set out in Clause 9.2(a) to (e) you may thereby become the provider of a high-risk AI system under Article 25(1)(c) of Regulation (EU) 2024/1689, with the obligations that follow. Clause 22 (Indemnity) applies.

9.4.If you are subject to Regulation (EU) 2024/1689 as a deployer, you are responsible for your own compliance, including any fundamental rights impact assessment, human oversight and record-keeping obligations. We will provide information reasonably necessary for that purpose on request.

10.1.You warrant that you will not use a Report or a Risk Flag as the sole basis for any decision which produces legal effects concerning a natural person or similarly significantly affects a natural person.

10.2.Before any such decision, you must ensure that the Report is reviewed by an individual who has the competence and the authority to disregard, overturn or depart from any Risk Flag or finding in it, and who takes into account other information available to you.

10.3.If you make a decision in breach of Clause 10.1 or 10.2, we are not responsible for that decision and, notwithstanding Clause 9.4, we are not obliged to assist you in connection with it, including in responding to any enquiry or request from a supervisory authority or a data subject (such as a request for information about the logic involved in the decision). This does not affect any obligation we owe directly to a data subject or to a supervisory authority under the GDPR.

11.1.A Sanctions Match or a PEP Match is the result of automated name-matching against the lists identified in the Report, in the versions and as at the dates identified in the Report. Accordingly:

11.2.Screening does not discharge any obligation you may have under sanctions or anti-money laundering and counter terrorist financing law – you remain responsible for your own compliance.

11.3.Adverse Media Findings in a Report relate to the Subject as a legal person. An Adverse Media Finding records that a Source has published information falling within a category identified in the Report, such as insolvency, restructuring, regulatory action, litigation or business conduct, and cites that Source.

11.4.An Adverse Media Finding is a report of what a Source has published. It is not a statement by Trustloom that the published information is true, and it is not an allegation by Trustloom against any person. Every Adverse Media Finding carries a citation to the Source, and you must consult the Source before acting on the finding.

11.5.We do not maintain, and a Report does not constitute, a register of criminal convictions or offences.

12.1.Trustloom is not an obliged entity for the purposes of anti-money laundering and counter-terrorist financing legislation and does not perform customer due diligence on your behalf.

12.2.A Report is an input to your own customer due diligence. It is not customer due diligence, and it does not discharge any part of your obligations.

12.3.You remain solely and fully responsible for your obligations under applicable anti-money laundering and counter-terrorist financing legislation, including the assignment of a risk profile to your customer and the decision whether to enter into or maintain a business relationship. Those tasks may not be outsourced.

13.1.A Report is delivered when it is made available to you for download or display in your account.

13.2.We deliver a Report by running the searches and screening comprised in the Services across the Sources available to us for the Subject at that time. A Report is delivered, and the fee for it is earned, when that process has been run and its result made available to you, whether or not the result contains findings.

13.3.Sources vary by jurisdiction, by entity type and over time. For some Subjects one or more categories of content will be unavailable, and the Report will state “No data” or an equivalent. A result of that kind is a valid delivered Report.

13.4.If a Report returns no data at all for every category of content, we will on request either re-run the Report at no charge within 30 days, or credit the fee for it against your next purchase. This is your sole remedy in respect of a nil result.

14.1.Subject to your compliance with the Agreement and payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence, for the term of the Agreement, to Use the Services and the Reports delivered to you.

14.2.Reports are for your internal use only. Except as Clause 14.3 permits, you must not disclose, distribute, reproduce, publish, transmit, make available, sell, resell, license, sublicense, lease, assign or otherwise make a Report, or any part of a Report, available to any person outside your organisation.

14.3.Clause 14.2 does not prevent you from disclosing a Report:

14.4.You must not:

14.5.On termination of the Agreement the licence in Clause 14.1 ends. You must, within 30 days, permanently and irretrievably delete all Reports and Report content in your possession or control, except copies you are required to retain by law or by a regulatory requirement, which remain subject to Clauses 14.2 and 23. You must confirm compliance in writing on request.

15.1.All intellectual property rights in and to the Services, the Trustloom Database, the Reports and our trademarks, and all rights in data collected, generated, processed, derived or stored by us, are and remain owned by us or our licensors. Nothing in the Agreement transfers any of them to you.

15.2.We are the maker of the Trustloom Database within the meaning of Directive 96/9/EC and of the Law of the Republic of Lithuania on Copyright and Related Rights, and we hold the sui generis database right in it.

15.3.Access to the Services does not grant you any database right, copyright, trademark right or other intellectual property right of ours or of any third party, except the licence expressly granted in Clause 14.1.

15.4.To the extent that any right subsists in the Generated Content, it is licensed to you on the terms of Clause 14.1. We make no representation that copyright subsists in the Generated Content.

15.5.Source Data may originate from Sources whose own terms restrict onward supply. The licence in Clause 14.1 is granted subject to, and is no wider than, the rights we hold from those Sources.

15.6.We may use information about how the Services are used, in aggregated or de-identified form, and any feedback you give us, to operate, secure and improve the Services. We do not use personal data you upload to the Services to train or fine-tune any artificial intelligence model.

16.1.We may at any time amend, correct, suppress or withdraw a Report or any finding in it, including after delivery, where we consider it appropriate to do so, in particular following a request from a data subject, a complaint about accuracy, a decision of a supervisory authority, an order of a court, or a change in a Source.

16.2.Where we do so in relation to a Report delivered to you within the preceding 30 days, we will notify you. On receiving that notice you must not further use or rely on the affected Report or finding, and must delete or replace it.

16.3.We are not liable to you for any consequence of an amendment, correction, suppression or withdrawal made under Clause 16.1.

16.4.If you consider that a Report contains an error, you may notify us at support@trustloom.io. We will tell you the outcome of our review within 10 Business Days. Where the error is in Source Data and arises from our processing, we will correct it and re-issue the Report at no charge.

17.1.You must comply with applicable law in your use of the Services. You are responsible for your Users: you must ensure that each User complies with the Agreement, and any act or omission of a User is treated as your own.

18.1.The Fees are those stated in the Pricing Schedule, or in your Order, at the time you place the Order. Fees are exclusive of VAT and any other applicable tax. Where your Order states a Fee, allowance or term that differs from the Pricing Schedule, the Order prevails.

18.2.One-off Reports are paid for by card when you place the Order and are delivered in accordance with Clause 13.

18.3.A Subscription entitles you to the number of Reports stated in your Order or the Pricing Schedule in each billing period (the “Report Allowance”), for the billing period stated in your Order. Subscription Fees are charged in advance at the start of each billing period to the payment card registered on your account.

18.4.One unit of Report Allowance is consumed when one Report in respect of one Subject is generated and made available to you. A Report which returns no data consumes one unit, subject to Clause 13.4. A Report re-issued under Clause 16.4 or Clause 21.2 does not consume a unit. Unused Report Allowance does not carry over to the next billing period and is not refundable.

18.5.A Subscription renews automatically for a further period of the same length at the end of each billing period, unless you cancel it before the end of that period. We will send a renewal reminder to your registered email address at least 15 days before the end of each billing period.

18.6.You may cancel a Subscription at any time from within your account. Cancellation takes effect at the end of the current billing period. Your access, and any remaining Report Allowance, continue until then. Fees for the current billing period are not refunded.

18.7.We may change the Fees for a Subscription with effect from a renewal, on not less than 30 days’ notice before the renewal date. If you do not accept the increase you may cancel the Subscription before the renewal takes effect, and no increased Fee will be charged. We will not increase the Fees for a billing period that has already been paid for.

18.8.You may upgrade or downgrade your Subscription as described in the Pricing Schedule.

18.9.A Subscription may be used by any number of Users within your organisation, unless your Order states otherwise. A User account is personal to the individual to whom it is issued and may not be shared.

18.10.Subscriptions are for the use of your own business, by your own Users, for the Use. The Pricing Schedule may set fair-use thresholds on the rate and volume of requests, and on automated access. Where your use materially exceeds your Report Allowance or a fair-use threshold, we will contact you to agree an appropriate plan. Where it continues to do so, or where use indicates an attempt to extract a substantial part of the Trustloom Database, we may require you to move to a higher plan, throttle access, or suspend the Services under Clause 24.1.

18.11.Where we offer Services without charge, including a free trial or free preview, we may limit, modify or withdraw them at any time. A free trial does not convert into a paid Subscription unless you place an Order. Clause 21.4 applies to Services supplied without charge.

18.12.Payment by card. All Fees are paid by payment card, processed by our payment service provider Stripe Technology Europe, Limited. Fees for a one-off Report are charged when you place the Order; Subscription Fees are charged at the start of each billing period. By registering a payment card you authorise us and our payment service provider to charge it for each Order you place and, for a Subscription, at each renewal until the Subscription is cancelled. You must keep your card details up to date. We do not receive or store full card details.

18.13.Invoices. We issue an invoice for each payment at the time of the charge or after it, and make it available in your account. An invoice records a payment already made and is not a request for payment. You are responsible for the accuracy of the billing details you enter, including your VAT identification number.

18.14.Failed payments and chargebacks. If a charge fails, we will notify you and may retry it. If the failure is not cured within 7 days, we may suspend the Services under Clause 24.1 and, in the case of a Subscription, cancel it. If you dispute with your card issuer a charge for Fees that are properly due, we may suspend the Services under Clause 24.1 until the dispute is resolved, and you remain liable for those Fees.

18.15.Except as expressly stated in Clauses 3.4, 13.4, 16.4, 21.2, 23.5, 25.2, 26.2 and 27.3, Fees are non-refundable. Nothing in this clause affects any right to a refund that you have under mandatory law. Refunds are made to the payment card used for the original charge.

19.1.In this Section, “controller”, “processor”, “personal data”, “processing”, “data subject” and “personal data breach” have the meanings given in the GDPR.

19.2.The parties’ processing of personal data under the Agreement falls into the following categories:

Processing

Trustloom

You

Governed by

Compilation of the Trustloom Database and production of Reports, including personal data about directors, officers and other individuals connected with a Subject

Independent controller

–

This clause

Your receipt and use of a Report, including any personal data in it

–

Independent controller

This clause

Account, billing and usage data about you and your Users, including the identifiers you enter to order Reports and your order history

Independent controller

Independent controller

This clause

Payment card details

Not received or stored by us

–

Our payment service provider processes them as an independent controller under its own terms and privacy notice

Customer Personal Data – personal data about natural persons that you upload to a screening, monitoring or validation feature, where we offer one, for processing on your instructions

Processor

Controller

Data Processing Agreement

19.3.The parties are not joint controllers. Neither party determines the purposes or means of the other’s processing under this clause. The disclosure of a Report by us to you is a controller-to-controller transfer of personal data; on receipt, you determine your own purposes and means and become an independent controller. We alone determine which Sources are consulted, which categories of data are collected and how Reports are produced; you choose only the Subject of a Report. The identifier you enter to order a Report, such as a company name or registration code, and your order history are not Customer Personal Data, and we process them as an independent controller.

19.4.We compile the Trustloom Database and produce Reports on the basis of our legitimate interests, and those of our customers, in the assessment of commercial counterparties and the prevention of fraud. Our privacy notice describes that processing, the categories of Source we use and how individuals can exercise their rights.

19.5.You warrant that:

19.6.Reports are designed to report on legal persons and are not intended to contain special categories of personal data under Article 9 GDPR, or personal data relating to criminal convictions and offences under Article 10 GDPR, about natural persons. You must not use the Services to search for or obtain such data and must not upload it to the Services. If a Report nonetheless contains such data, you must not further process it unless you have your own lawful basis under Article 9 or Article 10 GDPR, and you should tell us so that we can review it under Clause 16.1.

19.7.Each party will handle requests from data subjects which relate to its own processing. If either party receives a request which relates to the other party’s processing, it will forward it to the other party within 3 Business Days and will not respond on the other party’s behalf. Each party will give the other reasonable assistance in responding.

19.8.Each party will notify the other without undue delay after becoming aware of a personal data breach affecting personal data received from or supplied to the other and will provide the information reasonably required to enable the other to meet its own obligations.

19.9.Where you upload Customer Personal Data to a feature of the Services that processes it on your instructions, we process it as your processor. The Data Processing Agreement applies to that processing and forms part of the Agreement. If you do not upload Customer Personal Data, the Data Processing Agreement does not apply.

20.1.Each party must keep confidential all information disclosed by the other which is identified as confidential or which would reasonably be understood to be confidential, and must not use it except for the purposes of the Agreement.

20.2.Clause 20.1 does not apply to information which is or becomes public other than through breach, was already lawfully known to the recipient, is independently developed, or is required to be disclosed by law, a court or a regulator.

20.3.The contents of a Report are our confidential information and are subject to Clause 14 as well as to this clause.

20.4.We treat the identity of the Subjects you search for, and your order history, as your confidential information. We do not disclose it to other customers or to a Subject, except where we are required to do so by law, including where a data subject is entitled under Article 15 GDPR to be told who has received their personal data.

20.5.This clause survives termination for 3 years.

21.1.Fault-based liability. Notwithstanding Article 6.256(4) of the Civil Code, Trustloom is liable for non-performance or improper performance of the Agreement only where that non-performance or improper performance is caused by its fault.

21.2.Primary remedy. Where a Report is defective because of a breach of Clause 7.1, we will, at our option and at no charge to you, correct and re-issue the Report or credit the fee paid for it. You must give us a reasonable opportunity to do so before claiming damages.

21.3.Excluded losses. Neither party is liable to the other, whether in contract, in delict or otherwise, for any of the following: loss of profit; loss of revenue; loss of business or of contracts; loss of goodwill; loss of anticipated savings; an increase in bad debt; a failure to reduce bad debt; loss of or corruption of data; or the cost of procuring substitute services. This clause does not limit your obligations under Clause 22.

21.4.Cap. Subject to Clause 21.5, our total aggregate liability to you arising under or in connection with the Agreement, whether in contract, in delict or otherwise, for all claims arising in any period of twelve consecutive months, is limited to the total fees paid by you to us under the Agreement in the twelve months before the first of those claims arose. Where the Services are supplied to you without charge, including under a free trial or free preview, we have no liability to you at all.

21.5.What is not limited. Nothing in the Agreement excludes or limits liability for: damage caused by intentional acts; damage caused by gross negligence; damage caused to a person’s life or health; non-pecuniary damage; fraud or fraudulent misrepresentation; a party’s obligation to pay sums properly due; or any liability which may not be excluded or limited by law. Clauses 21.3 and 21.4 do not apply to those liabilities. Clause 21.3 also does not apply to your liability under Clause 22, or to your liability for breach of Clause 14 or Clause 20.

21.6.Your responsibility for use. You assume sole responsibility for the results obtained from your use of the Services, for the conclusions you draw from them, and for any decision you take. We have no liability for a decision you take on the basis of a Report.

21.7.Third-party content and services. We have no liability for the accuracy or availability of any Source, for the acts or omissions of any Source, or for any third-party service on which the Services depend.

21.8.Each party must take reasonable steps to mitigate its loss.

22.1.You will indemnify us against all losses, damages, costs and expenses (including reasonable legal fees) that we incur arising out of or in connection with:

22.2.We will notify you promptly of any claim to which this clause applies, will not settle it without your consent (not to be unreasonably withheld), and will give you reasonable assistance at your cost.

23.1.The Agreement begins when it is formed under Clause 3.1 and continues until terminated.

23.2.A Subscription runs for the billing period stated in your Order and renews in accordance with Clause 18.5.

23.3.Either party may terminate the Agreement, including any Subscription, immediately by written notice if the other: commits a material breach which is capable of remedy and fails to remedy it within 14 days of written notice; commits a material breach which is not capable of remedy; or becomes insolvent, enters restructuring or bankruptcy proceedings, or has a liquidator, administrator or similar officer appointed, to the extent that applicable insolvency law permits termination on that ground.

23.4.We may terminate the Agreement immediately by written notice if you breach Clause 9.2, 14.2 or 14.4.

23.5.You may cancel a Subscription in accordance with Clause 18.6. If you terminate the Agreement under Clause 23.3, we will refund the Fees paid for the unexpired part of any paid billing period. If we terminate it under Clause 23.3 or 23.4, no Fees are refunded. Termination of the Agreement ends any Subscription, which is not renewed.

23.6.On termination: the licence in Clause 14.1 ends; Clause 14.5 applies; accrued rights are unaffected; and Clauses 7, 8, 10.3, 12, 14.2 to 14.5, 15, 16, 19, 20, 21, 22, 23.6, 28, 29 and 30, and the Data Processing Agreement to the extent it relates to Customer Personal Data received before termination, survive.

24.1.We may suspend your access to the Services, in whole or in part, immediately and without liability, where: Clause 18.14 permits suspension; we reasonably suspect a breach of Clause 9.2 or 14.4; we reasonably suspect unauthorised access to your account; we are required to do so by law or by a competent authority; or suspension is necessary to protect the security or integrity of the Services.

24.2.We will notify you of a suspension and of what is required to lift it, unless notification would prejudice an investigation or be unlawful.

24.3.Suspension does not relieve you of the obligation to pay fees for the suspended period, unless the suspension was not justified.

25.1.We may develop, modify and improve the Services. We will not materially reduce the core functionality of the Services during a paid Subscription period except as Clause 5.4 permits.

25.2.Where Clause 5.4 results in a material reduction of the Services during a paid Subscription period, you may terminate the Subscription on written notice given within 30 days, and we will refund the fees paid for the unexpired part of the period.

26.1.We may amend these Terms on not less than 15 days’ written notice to you, where the amendment is objectively justified, including to reflect a change in law, in regulatory requirements, in the composition of Sources, or in the Services. An amendment required by law, or by a decision of a court or competent authority, may take effect immediately or from the date that the law or decision requires; we will notify you of it as soon as reasonably practicable.

26.2.The amendment takes effect at the end of the notice period unless you terminate the Agreement by written notice before then. If you terminate, we will refund the fees paid for any unexpired part of a paid Subscription period. Where an amendment takes effect immediately under Clause 26.1, you may terminate the Agreement by written notice within 15 days of our notice, with the same refund.

26.3.We will not amend these Terms in a way that increases the Fees payable for a billing period that has already been paid for. Changes to Fees are governed by Clause 18.7.

26.4.A change to an Incorporated Document is a change to these Terms for the purposes of this clause, except that: (a) a change to the Fees, plans, allowances or other commercial variables in the Pricing Schedule applies only to Orders placed, and renewals falling, after the change, and is governed by Clause 18.7; (b) a change to the sub-processor list is governed by the Data Processing Agreement; and (c) a change to an Incorporated Document which does not adversely affect your rights, or which is required by law, may be made by publication of a new version without notice. We will keep every superseded version available at our website.

27.1.Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control.

27.2.For the avoidance of doubt, such events include: the unavailability, interruption, withdrawal, restriction or change of a Source; the failure, degradation, suspension or withdrawal of any third-party artificial intelligence model, application programming interface, hosting or connectivity service; the act of a public authority; war, civil unrest, terrorism or cyber-attack; industrial action; and natural events.

27.3.If the event continues for more than 30 days, either party may terminate the affected part of the Agreement on written notice, and we will refund the fees paid for any unexpired part of a paid Subscription period.

28.1.Notices to us must be sent to legal@trustloom.io. Notices to you will be sent to the email address registered on your account. A notice sent by email is treated as received on the next Business Day after sending. Misuse of the Services may be reported to legal@trustloom.io.

29.1.Order of precedence. If there is a conflict, the order of precedence is: (1) the terms of a written agreement signed by both parties which expressly amends these Terms; (2) the Data Processing Agreement, in respect of the processing of Customer Personal Data only; (3) these Terms; (4) the Pricing Schedule; (5) the Order – except that the Fees, allowances and term stated in an Order prevail over the Pricing Schedule.

29.2.Entire agreement. The Agreement is the entire agreement between the parties in relation to its subject matter and supersedes all prior statements, whether written or oral. Nothing in this clause limits liability for fraudulent misrepresentation.

29.3.Variation. Except as Clause 26 provides, no variation of the Agreement is effective unless it is in writing and signed by both parties. No statement made by any employee or agent of ours, in correspondence or otherwise, varies these Terms.

29.4.Assignment. You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to a successor to our business on notice to you.

29.5.Severability. If a provision is held invalid or unenforceable, it is severed and the rest of the Agreement continues in force.

29.6.No waiver. A failure or delay in exercising a right is not a waiver of it.

29.7.Language. These Terms are made in the English language. If we provide a translation, the English version governs, except where mandatory Lithuanian law requires otherwise.

30.1.The Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the law of the Republic of Lithuania.

30.2.The courts of the Republic of Lithuania, and specifically the competent court in Vilnius, have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement. This does not prevent either party from applying to any competent court for interim or injunctive relief.

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