A. Services

1. A.1. Overview. Subject to these Terms and Customer's payment of applicable Fees, JourneyWise grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for Customer's internal business purposes, including to support Customer's own sales, marketing and customer engagement activities.
2. A.2. Third-Party Integrations. The Services may allow Customer to connect third-party tools and data sources (for example, telephony providers, email and calendar providers, or data enrichment sources) (“Third-Party Integrations”). Third-Party Integrations are not part of the Services, and JourneyWise is not responsible for their availability, content, or performance. Customer's use of any Third-Party Integration is governed by that third party's own terms.
3. A.3. Beta Features. JourneyWise may make features available on a beta, pilot, or early-access basis (“Beta Features”). Beta Features are provided “as is”, may be changed or discontinued at any time, and are excluded from any service levels, warranties, or support commitments otherwise applicable to the Services.
4. A.4. Feedback. If Customer provides feedback about the Services, JourneyWise may use that feedback without restriction or obligation to Customer.

B. Customer Data

1. B.1. Ownership. As between the parties, Customer retains all rights in the data it or its Users upload, sync, or generate through the Services, including contact records, call recordings and transcripts, emails, notes, and pipeline data (“Customer Data”). JourneyWise claims no ownership rights in Customer Data.
2. B.2. Platform Outputs. The Services generate certain outputs from Customer Data, including lead scores, enrichment fields, call summaries, and conversation insights (“Platform Outputs”). Subject to Customer's compliance with these Terms, Platform Outputs are made available to Customer for use in its business. Customer is responsible for reviewing Platform Outputs before relying on them, and acknowledges that automated scoring, enrichment, and summarisation may be incomplete or inaccurate and should not be the sole basis for a business decision without appropriate human review.
3. B.3. Use of Customer Data. JourneyWise will not use Customer Data to train models for the benefit of any other customer, and will not sell Customer Data to third parties. JourneyWise may use Customer Data to provide, maintain, secure, and improve the Services, and in aggregated or de-identified form for analytics, provided such aggregated data does not identify Customer or any individual.
4. B.4. Enrichment Data. Certain contact and company data made available through the Services is sourced from public or licensed third-party data sources. JourneyWise does not warrant the accuracy or completeness of enrichment data, and Customer is responsible for ensuring its own compliance with applicable data protection and marketing laws (including UK GDPR, the EU GDPR, and PECR/ePrivacy rules) when using such data to contact individuals.

C. Data Protection

Where JourneyWise processes personal data on Customer's behalf in the course of providing the Services, that processing is governed by the JourneyWise Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference. Where Customer Data is transferred outside the UK or EEA, the parties will rely on the UK International Data Transfer Addendum and/or EU Standard Contractual Clauses, as incorporated in the DPA.

D. Trust and Safety; Restrictions

1. D.1. Compliance. Each party will comply with all laws applicable to its provision (for JourneyWise) or use (for Customer) of the Services, including applicable data protection, telecommunications (including call recording consent), and marketing/ anti-spam laws.
2. D.2. Acceptable Use Policy. Customer and its Users may only use the Services in accordance with these Terms and JourneyWise's Acceptable Use Policy, which is incorporated by reference. Customer must cooperate with reasonable requests from JourneyWise to verify compliance.
3. D.3. Call Recording and Consent. Where Customer uses the Services' dialer or conversation intelligence features to record or transcribe calls, Customer is solely responsible for obtaining any consents or providing any notices required under applicable law before recording a call, including where multi-party consent is required. JourneyWise provides tools (such as recording disclosures) to help Customer meet these obligations but does not guarantee Customer's compliance.
4. D.4. Limitations of Platform Outputs; Notice to Users. It is Customer's responsibility to evaluate whether Platform Outputs are appropriate for its use case, including whether human review is needed, before relying on or sharing them. Customer must not represent Platform Outputs as fully accurate or complete without independent verification.
5. D.5. Use Restrictions. Customer must not, and must not permit any third party to:
   • Use the Services to build or support a competing product or service;
   • Reverse engineer, decompile, or attempt to derive the source code of the Services;
   • Resell or provide the Services to third parties on a standalone basis without JourneyWise's written approval; or
   • Use the Services to send unlawful, unsolicited, or abusive communications.
6. D.6. Account Security. Customer is responsible for all activity under its account and for maintaining the confidentiality of login credentials. Customer must promptly notify JourneyWise of any suspected unauthorised access.

E. Confidentiality

1. E.1. Confidential Information. Each party may share information marked or reasonably understood to be confidential (“Confidential Information”). Customer Data is Customer's Confidential Information; non-public pricing, product roadmap, and technical documentation are JourneyWise's Confidential Information.
2. E.2. Obligations. The receiving party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with no less than reasonable care, and will only disclose it to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these.
3. E.3. Exclusions. Confidential Information does not include information that (a) becomes public through no fault of the receiving party, (b) was rightfully known before disclosure, or (c) is independently developed without reference to the disclosing party's Confidential Information. A party may disclose Confidential Information where required by law, provided it gives prompt notice where legally permitted.

F. Intellectual Property

Except as expressly stated in these Terms, nothing in these Terms transfers ownership of either party's intellectual property. JourneyWise and its licensors retain all rights in the Services, including all software, templates, scoring models, and documentation, excluding Customer Data.

G. Publicity

JourneyWise may identify Customer by name and logo as a customer of the Services in marketing materials (for example, a customer list or case study), unless Customer opts out by written notice. Customer will consider in good faith any reasonable request from JourneyWise to provide a quote or participate in a case study or joint marketing activity.

H. Fees

1. H.1. Subscription Fees. Customer will pay the fees set out in the applicable order form or as published on JourneyWise's pricing page (“Fees”). Unless otherwise agreed, Fees are billed in advance on a monthly or annual basis and are non-refundable except as expressly stated in these Terms.
2. H.2. Fee Changes. JourneyWise may update its published Fees, with such changes taking effect for Customer at its next renewal following at least 30 days' notice.
3. H.3. Taxes. Fees are exclusive of VAT and other applicable taxes, which Customer will pay in addition to the Fees, except taxes on JourneyWise's net income.
4. H.4. Late Payment. Overdue amounts may accrue interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, and JourneyWise may suspend access to the Services for non-payment following 14 days' written notice of the overdue amount.

I. Term, Termination and Suspension

1. I.1. Term. These Terms start on the Effective Date and continue for the subscription term stated in the applicable order form, renewing automatically for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.
2. I.2. Termination for Convenience. Either party may terminate a monthly subscription for convenience with 30 days' written notice. Annual or multi-year subscriptions may only be terminated for convenience as expressly permitted in the applicable order form.
3. I.3. Termination for Cause. Either party may terminate these Terms for the other party's material breach by giving 30 days' written notice describing the breach, unless the breach is cured within that period. JourneyWise may terminate immediately on written notice if continued provision of the Services would violate applicable law.
4. I.4. Suspension. JourneyWise may suspend Customer's access to the Services if it reasonably believes there is a security risk, a violation of Section D (Trust and Safety; Restrictions), non-payment of undisputed Fees, or a legal requirement to do so. JourneyWise will give notice of any suspension where reasonably possible and will restore access promptly once the issue is resolved.
5. I.5. Effect of Termination. On termination, Customer's right to access the Services ends, and JourneyWise will make Customer Data available for export for 30 days following termination, after which it may be deleted. Sections E (Confidentiality), F (Intellectual Property), G (Publicity), H (Fees), K (Indemnification), L (Warranties and Limits on Liability), and M (Miscellaneous) survive termination.

J. Disputes; Governing Law

1. J.1. Informal Resolution. In the event of a dispute relating to these Terms, the parties will first attempt in good faith to resolve it informally through their respective account contacts within 30 days of written notice of the dispute.
2. J.2. Governing Law and Jurisdiction. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, save that either party may seek interim injunctive relief in any competent jurisdiction.

K. Indemnification

1. K.1. By JourneyWise. JourneyWise will defend Customer against any third-party claim alleging that Customer's authorised use of the Services in accordance with these Terms infringes that third party's intellectual property rights, and will indemnify Customer for damages finally awarded against it as a result, provided Customer promptly notifies JourneyWise of the claim and cooperates with its defence. This indemnity does not apply to the extent the claim arises from Customer Data, Customer's modification of the Services, or use of the Services in combination with non-JourneyWise technology.
2. K.2. By Customer. Customer will defend and indemnify JourneyWise against any third-party claim arising from (a) Customer Data, or (b) Customer's or its Users' use of the Services in violation of Section D (Trust and Safety; Restrictions) or applicable law.
3. K.3. Process. The indemnifying party will control the defence and any settlement (which may not impose liability on the indemnified party without its consent), and the indemnified party will provide reasonable cooperation.

L. Warranties and Limits on Liability

1. L.1. Mutual Warranties. Each party warrants that it has the authority to enter into these Terms and that doing so will not breach any other agreement binding on it.
2. L.2. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND PLATFORM OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOURNEYWISE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT PLATFORM OUTPUTS WILL BE ACCURATE OR COMPLETE.
3. L.3. Liability Cap. Subject to Section L.4, each party's total liability arising out of or in connection with these Terms is limited to the Fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim.
4. L.4. Exclusions from the Cap. The cap in Section L.3 does not apply to (a) either party's indemnification obligations under Section K, (b) either party's breach of Section E (Confidentiality), (c) Customer's payment obligations, or (d) either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited under applicable law.
5. L.5. NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS EXCLUDED IN SECTION L.4.

M. Miscellaneous

1. M.1. Notices. Notices under these Terms must be in writing and sent to legal@journeywise.io (if to JourneyWise) or to the email address associated with Customer's account (if to Customer). Notices are effective on receipt.
2. M.2. Amendment. JourneyWise may update these Terms with at least 30 days' notice, except for changes required by law, which take effect immediately. Continued use of the Services after the effective date of an update constitutes acceptance.
3. M.3. Assignment. Neither party may assign these Terms without the other's written consent, except that JourneyWise may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.
4. M.4. Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force, and the parties will negotiate in good faith to replace the unenforceable provision with one reflecting its original intent.
5. M.5. Force Majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.
6. M.6. Entire Agreement. These Terms, together with the Acceptable Use Policy, DPA, and any order form, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject.