2. Term

2.1

The Contract shall come into force upon the Effective Date.

2.2

The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 19 or any other provision of these Terms and Conditions.

3. Email Marketing Platform

3.1

From the Effective Date until the end of the Term, the Provider shall make the Email Marketing Platform available to the Client via the internet, subject to these Terms and the Subscriber Limit of the Client’s chosen plan.

3.2

The Provider may modify, update, or discontinue features or functionalities of the Email Marketing Platform (including email sending and AI prompt capabilities) at its sole discretion, with or without notice, to improve the service, comply with legal requirements, or meet operational needs.

3.3

The Client acknowledges that the Email Marketing Platform is provided "as is" and may evolve over time. Future modifications do not entitle the Client to a refund unless the platform becomes wholly unusable for its core purposes (email marketing and AI-driven features), as outlined in Clause 5.

3.4

The Client must comply with Schedule 1 (Acceptable Use Policy) in its use of the Email Marketing Platform.

3.5

If the Client’s subscriber count exceeds the Subscriber Limit of their chosen plan, the Provider may:

• Require the Client to pay an Upgrade Fee to access a higher plan with an increased Subscriber Limit; or
• Restrict functionality (e.g., limit email sending or AI prompt usage) until the Upgrade Fee is paid.

3.6

The Client will be notified of the need to upgrade and the applicable Upgrade Fee via the platform or email prior to any charge or restriction being applied.

3.7

"Uptime" means the percentage of time during a given period when the Email Marketing Platform is available at the gateway between the public internet and the network of the hosting services provider. The Provider shall use reasonable endeavours to ensure uptime of at least 99% during each calendar month, measured using any reasonable methodology.

3.8

Downtime caused by a Force Majeure Event, Client breach, or scheduled maintenance (notified where practical with at least 1 Business Day’s notice if exceeding 1 Business Day) shall not count toward the uptime guarantee.

3.9

The Provider reserves the right to take the Email Marketing Platform offline for extended periods beyond standard scheduled maintenance, with or without prior notice, if deemed necessary in the Provider’s sole discretion to address operational issues, including but not limited to system upgrades, security enhancements, reliability improvements, or responses to user abuse. Such periods will not be considered breaches of the uptime guarantee in Clause 3.7, and the Provider will use reasonable endeavours to minimise disruption and restore access as soon as practicable.

4. Payments

4.1

The Client must pay the Platform Access Fee in full prior to accessing the Email Marketing Platform. Credits must be purchased separately on a pay-as-you-go basis as needed, with payment due at the time of purchase.

4.2

If the Client’s subscriber count exceeds the Subscriber Limit, the Client must pay the applicable Upgrade Fee prior to continued full use of the platform beyond the Subscriber Limit.

4.3

Payments must be made via methods available on the MailCheetah.ai website.

4.4

If the Client fails to pay any amount due (including the Platform Access Fee, Credits, or Upgrade Fee), the Provider may:

• Charge interest at 8% per annum above the Bank of England base rate, accruing daily and compounded monthly; or
• Claim interest and statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998; or
• Restrict access to the Email Marketing Platform until payment is received.

5. Refund Policy

5.1

Platform Access Fee: The Platform Access Fee is non-refundable except:

• Within the 14-day cooling-off period under the Consumer Contracts Regulations 2013 (if applicable under Isle of Man law); or
• If the Email Marketing Platform becomes permanently inaccessible or wholly unusable for its core purposes (email marketing and AI-driven features) due to the Provider’s actions, and no reasonable alternative is provided.

5.2

Credits: Credits are non-refundable except if they cannot be used due to a fault or failure attributable to the Provider. Unused Credits remain in the Client’s account indefinitely unless the account is terminated (Clause 19).

5.3

Upgrade Fee: Upgrade Fees are non-refundable except within the 14-day cooling-off period under the Consumer Contracts Regulations 2013 (if applicable under Isle of Man law) or if the upgraded functionality is not provided as described due to the Provider’s fault.

5.4

Future Changes: Modifications to the Email Marketing Platform (including changes to Subscriber Limits, plan structures, or Credit usage) do not entitle the Client to a refund unless they render the platform wholly unusable for its core purposes, as determined by the Provider in good faith. Dissatisfaction with changes does not constitute grounds for a refund.

5.5

Refund requests must be submitted in writing to support@mailcheetah.ai within 30 days of the issue arising, with the Provider’s decision being final, subject to the Client’s statutory rights.

5.6

Extended offline periods as permitted under Clause 3.9 do not entitle the Client to a refund of the Platform Access Fee, Credits, or Upgrade Fees unless the platform remains offline continuously for more than 90 days without a reasonable alternative provided by the Provider, at which point the Provider may, at its discretion, offer a pro-rata refund or credit adjustment, subject to the Client’s statutory rights.

6. Data Protection

6.1

Both parties shall comply with Data Protection Laws regarding Client Personal Data.

6.2

The Client warrants it has the legal right to disclose all Personal Data provided to the Provider.

6.3

The Provider shall process Client Personal Data (e.g., email addresses) only for the functionality of the Email Marketing Platform (including email sending and AI prompts), during the Term and up to 30 days post-Termination, unless required by law.

6.4

The Provider may transfer Client Personal Data to its employees, third-party processors (e.g., Amazon Web Services), or jurisdictions with adequate protection, with appropriate safeguards.

6.5

The Provider shall notify the Client of any Personal Data breach without undue delay and assist with data subject rights requests, subject to reasonable charges unless caused by the Provider’s breach.

7. Warranties

7.1

The Provider shall provide the Services with reasonable skill and care and warrants it has the legal right and expertise to perform its obligations.

7.2

The Client warrants it has the legal right to enter the Contract.

7.3

All warranties are expressly set out herein; no others are implied to the maximum extent permitted by Isle of Man law.

8. Indemnities

8.1

The Client shall indemnify the Provider against losses arising from the Client’s breach of these Terms, subject to the Provider notifying the Client and allowing the Client control over related disputes.

9. Limitations and Exclusions of Liability

9.1

Nothing in these Terms limits liability for death, personal injury, fraud, or anything not permitted under Isle of Man law.

9.2

The Provider is not liable for losses from Force Majeure Events, loss of profits, revenue, data, or indirect/consequential damages.

9.3

Liability per event is capped at the total amount paid by the Client Ascertain paid by the Client in the prior 12 months.

10. Force Majeure Event

10.1

If a Force Majeure Event, or an operational issue caused by user abuse requiring an extended offline period under Clause 3.9, gives rise to a failure or delay in the Provider performing any obligation under the Contract (other than the Client’s obligation to make payment), that obligation will be suspended for the duration of the event or offline period.

10.2

A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

• Promptly notify the other; and
• Inform the other of the period for which it is estimated that such failure or delay will continue.

10.3

A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

11. Termination

11.1

Either party may terminate with 30 days’ written notice.

11.2

Immediate termination is permitted for irremediable breaches, remediable breaches unremedied within 30 days, persistent breaches, insolvency, or non-payment (after 30 days’ notice).

11.3

Upon termination, unused Credits are forfeited unless termination is without cause by the Provider, in which case a pro-rata refund of Credits may be issued. Upgrade Fees are not refunded upon termination.

12. Effects of Termination

12.1

Clauses 1, 6, 8, 9, 12, and 15 survive termination.

12.2

Termination does not affect accrued rights.

13. Notices

13.1

Notices must be in writing, sent by courier, recorded post, or email (with acknowledgment), deemed received as specified.

14. General

14.1

The Contract is governed by and construed in accordance with Isle of Man law, with exclusive jurisdiction of Isle of Man courts.

14.2

These Terms constitute the entire agreement, superseding prior arrangements.

14.3

The Provider reserves the right to amend these Terms and Conditions at any time, at its sole discretion, without prior notice to the Client. Any such amendments will take effect immediately upon being posted on the MailCheetah.ai website or otherwise communicated to the Client (e.g., via email or platform notification). Continued use of the Email Marketing Platform after such amendments constitutes acceptance of the revised Terms. If the Client does not agree to the amended Terms, they may terminate the Contract in accordance with Clause 11.1.

15. Interpretation

15.1

Statutory references include amendments; headings do not affect interpretation.

Schedule 1 (Acceptable Use Policy)