Terms and Conditions

Last updated: 17 July 2026

These Terms and Conditions govern contracted services supplied by AUDELAB LTD of 11 Wyke Square, Weymouth, DT4 9XP United Kingdom, including digital publishing, EdTech, software solutions, CMS, e-book platforms, and cloud hosting. Website browsing alone is governed by the separate Terms of Service.

1. Parties, Capacity, and Binding Effect

These Terms and Conditions ("Agreement") set out the contractual terms on which AUDELAB LTD ("AUDELAB", "Supplier", "we", "us", or "our") supplies digital publishing, EdTech, software, content management, e-book platform, cloud hosting, and related professional services to the customer entity identified in an order form, statement of work, proposal acceptance, or other written commercial document ("Customer", "you", or "your").

AUDELAB LTD operates from 11 Wyke Square, Weymouth, DT4 9XP United Kingdom. Telephone: +44 161 496 0871. Email: it.team@audelab.team. Website: https://audelab.team. This Agreement is governed by the laws of England and Wales.

By signing an order form, accepting a quotation in writing, issuing a purchase order that references these terms, creating an account for a paid service, or otherwise expressly agreeing to engage AUDELAB, the Customer agrees to be bound by this Agreement. If you accept on behalf of an organisation, you represent that you have authority to bind that organisation.

If there is a conflict between this Agreement and a signed statement of work ("SOW"), the SOW prevails for the specific conflict to the extent of that conflict, unless the SOW expressly states otherwise. If there is a conflict between this Agreement and the website Terms of Service, this Agreement prevails for contracted services. The Privacy Policy and Cookie Policy describe data practices and do not reduce obligations expressly stated here unless required by law.

2. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following definitions apply.

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of voting interests.
• "Authorised User" means an individual permitted by the Customer to access the Services under the Customer's account.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday in England.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including technical, commercial, security, and personal data related information.
• "Customer Data" means data, content, materials, and personal data submitted to or processed through the Services by or on behalf of the Customer, excluding Supplier Technology.
• "Deliverables" means documents, configurations, code, designs, or other work product expressly identified as deliverables in an SOW.
• "Documentation" means user guides, technical specifications, and policy documents provided by AUDELAB for the Services.
• "Fees" means the charges payable by the Customer for the Services as set out in the applicable order documents, including recurring subscription fees, usage fees, professional services fees, and expenses where agreed.
• "Intellectual Property Rights" means patents, copyrights, trade marks, design rights, database rights, trade secrets, domain names, and all similar rights whether registered or unregistered.
• "Personal Data" has the meaning given in UK GDPR.
• "Platform" means any software-as-a-service environment, CMS, e-book distribution system, learning environment, or hosting stack provided by AUDELAB.
• "Services" means the services described in the order documents, including software access, hosting, support, implementation, consulting, and related activities.
• "SLA" means any service level commitments set out in Schedule A or an SOW.
• "Supplier Technology" means AUDELAB's software, tools, templates, libraries, know-how, platforms, and pre-existing materials, including improvements and derivatives not constituting Customer-owned Deliverables.
• "Term" means the initial term and any renewal term of the Services.
• "UK GDPR" means the United Kingdom General Data Protection Regulation as retained and amended in UK law.

Headings are for convenience only. References to including mean including without limitation. A reference to a statute includes amendments and successor legislation. Words in the singular include the plural. Nothing in this Agreement shall be construed against a party solely because that party drafted a provision.

3. Scope of Services

AUDELAB may provide digital publishing platforms and workflows, EdTech and learning content delivery systems, media CMS and editorial tooling, e-book creation packaging entitlement and distribution platforms, cloud hosting monitoring and managed infrastructure, integration migration and implementation services, ongoing support and optimisation, and related advisory services for media and education technology operations, as selected in the order documents.

Each SOW shall describe the scope, assumptions, dependencies, timeline, acceptance criteria where applicable, Fees, and any Customer responsibilities. Services not expressly included are out of scope. Change requests shall be managed under the change control clause.

The engagement is non-exclusive. AUDELAB may provide similar services to other clients, including clients in related industries, provided AUDELAB does not misuse Customer Confidential Information.

AUDELAB may subcontract elements of the Services to competent subcontractors and remains responsible for their performance as for its own, subject to data processing restrictions on sub-processors where Personal Data is involved.

4. Term, Renewal, and Termination

The Services commence on the start date stated in the order documents and continue for the initial term. Unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term, or such other notice period as the order documents specify, subscription Services renew for successive periods equal to the initial term or twelve months, whichever is stated in the order documents.

Where an SOW expressly permits termination for convenience, a party may terminate in accordance with that SOW. Otherwise, subscription terms are non-cancellable except for cause or as required by mandatory law.

Either party may terminate this Agreement or an affected SOW by written notice if the other party materially breaches and fails to cure within thirty days after receiving written notice describing the breach in reasonable detail, or immediately if the breach is not reasonably capable of cure. Either party may terminate immediately if the other becomes insolvent, enters administration, liquidation, or an analogous process, or ceases to trade.

Upon termination or expiry, Customer access to the Platform ends at the end of any agreed wind-down period. The Customer remains liable for Fees accrued. AUDELAB shall make Customer Data available for export for a commercially reasonable period not exceeding thirty days unless otherwise agreed, after which AUDELAB may delete Customer Data from active systems subject to legal retention and backup rotation. Clauses that by nature survive shall survive, including Fees, intellectual property, confidentiality, data protection, liability, indemnity, and governing law.

5. Accounts, Access, and Authorised Users

AUDELAB will provide administrative credentials or onboarding instructions to enable the Customer to create Authorised User accounts. The Customer is responsible for all activity under its accounts, for maintaining the confidentiality of credentials, for applying least-privilege roles, and for promptly disabling access for individuals who no longer require it.

Authorised Users must be employees, contractors, or agents of the Customer or its Affiliates who need access for the Customer's internal business purposes, unless the SOW expressly permits end-user or learner access as part of a Customer-facing Platform. The Customer shall ensure Authorised Users comply with this Agreement and acceptable use requirements.

AUDELAB may suspend an individual account where necessary to address security risk, suspected compromise, or abuse, and will notify the Customer promptly unless legally prohibited. Multi-factor authentication may be required for administrative roles. Shared generic logins for administrative functions are discouraged and may be prohibited for premium security tiers.

The Customer shall maintain an up-to-date list of administrators and shall notify AUDELAB of personnel changes that affect privileged access where AUDELAB manages identity on the Customer's behalf. Failure to revoke access promptly after staff departure is a Customer responsibility and may constitute a security incident attributable to the Customer.

6. Customer Responsibilities and Dependencies

The Customer shall provide timely decisions, content, brand assets, access credentials to third-party systems, and suitably skilled personnel as reasonably required. Delays caused by Customer dependencies may extend timelines and may increase Fees where additional effort is required.

The Customer warrants that it has all rights, licences, and consents necessary to provide Customer Data and content to AUDELAB and to publish, distribute, or process such materials through the Services. The Customer is solely responsible for editorial decisions, educational content accuracy, learner safeguarding policies, age-appropriate design assessments for its products, consumer-facing terms, and regulatory compliance specific to the Customer's industry, except to the extent AUDELAB has expressly agreed in an SOW to provide compliance advisory as a professional service.

The Customer shall maintain appropriate backups of critical content outside the Platform unless backup is expressly included as a managed service with defined recovery objectives. The Customer shall also ensure that its Authorised Users receive adequate training on Platform features relevant to their roles.

7. Licence Grants and Restrictions

Subject to payment of Fees and compliance with this Agreement, AUDELAB grants the Customer a non-exclusive, non-transferable, non-sublicensable except to Authorised Users, limited licence during the Term to access and use the Platform and Documentation for the Customer's internal business purposes, or for providing the Customer's own branded publishing or learning services to end users where the SOW contemplates such use.

The Customer shall not reverse engineer, decompile, or disassemble the Platform except to the extent mandatory law permits; copy the Platform except for reasonable backup of Customer-side configurations where permitted; rent, lease, or operate a competing service using Supplier Technology; remove proprietary notices; perform security testing without prior written consent except for coordinated tests agreed in writing; or exceed usage limits stated in the order documents.

The Customer grants AUDELAB a non-exclusive licence to host, process, transmit, display, and otherwise use Customer Data and content solely to provide, secure, support, and improve the Services, to create anonymised and aggregated statistics that do not identify the Customer or individuals, and to comply with law.

The Platform may include open source software licensed under their respective licences. To the extent of conflict regarding those components, the open source licence may govern the Customer's use of that component. AUDELAB will provide attribution notices as required.

8. Content Management Systems

Where the Services include a CMS, AUDELAB provides the technical environment, templates, plugins or modules as specified, role-based access, and workflow features described in the Documentation or SOW. The Customer controls editorial publishing decisions, moderation, and content lifecycle.

AUDELAB is not a publisher of Customer content and does not undertake pre-publication legal review unless expressly engaged for that purpose. The Customer shall not use the CMS to store or disseminate unlawful content, including content that is defamatory, infringing, discriminatory in an unlawful manner, or in breach of privacy or data protection law.

CMS upgrades, plugin compatibility, and theme changes may require regression testing. Unless included in a managed service plan, the Customer is responsible for testing changes in staging environments before production release. AUDELAB may apply emergency security patches without prior approval where delay would create material risk, and will notify the Customer as soon as practicable.

Editorial workflow states, scheduled publishing, preview links, and revision history features operate according to product Documentation. The Customer should not delete historical revisions required for regulatory or dispute purposes without considering retention needs.

9. E-book and Digital Publishing Platforms

E-book and digital publishing Services may include ingestion of manuscripts or packaged files, format conversion within agreed formats, metadata management, watermarking or entitlement controls, storefront or library interfaces, and reporting. Supported formats and device ecosystems are those listed in the SOW. Conversion fidelity depends on source quality; complex layouts may require manual remediation chargeable as professional services.

The Customer warrants that it owns or controls distribution rights for all titles supplied, including rights in text, images, fonts, and embedded media. AUDELAB does not clear rights with collective management organisations unless expressly instructed and contracted to assist.

Entitlement and licence models for end users, including perpetual download, time-limited access, subscription lending, and institutional access, are configured according to Customer instructions. AUDELAB is not responsible for end-user refund disputes under the Customer's consumer terms except for platform defects within AUDELAB's control.

Usage analytics for reading behaviour, if enabled, must be disclosed by the Customer to end users as required by law. AUDELAB will process such analytics as a processor where they constitute Personal Data. Metadata quality materially affects discoverability; the Customer remains responsible for accuracy of bibliographic records it supplies.

10. EdTech and Learning Environments

EdTech Services may include course structures, content delivery, assessment tooling, progress tracking, and instructor administration features. The Customer remains the controller of learner Personal Data and is responsible for lawful basis, privacy notices, parental consent where required, and education-sector regulatory duties applicable to the Customer.

AUDELAB does not guarantee specific learning outcomes. Assessment integrity features, if any, reduce but do not eliminate academic misconduct risk. Integrations with student information systems are limited to the scopes defined in the SOW and may depend on third-party API availability.

Accessibility conformance targets such as WCAG levels apply only to the extent expressly stated in the SOW for Supplier-provided interfaces. Customer-uploaded content accessibility remains the Customer's responsibility. Safeguarding policies, reporting channels, and age gates are Customer obligations unless expressly scoped as Deliverables.

11. Cloud Hosting and Infrastructure

Managed hosting Services include the infrastructure tiers, regions, and redundancy options described in the order documents. Shared tenancy environments rely on logical separation. Dedicated or single-tenant options, if purchased, provide stronger isolation at higher cost.

AUDELAB implements industry-standard hardening, patching schedules, vulnerability management, and monitoring proportionate to the service tier. Recovery time and recovery point objectives apply only if stated in an SLA. Backups are retained according to the backup policy for the selected tier.

The Customer shall not use hosting resources for cryptocurrency mining, open mail relays, or other abusive workloads. Bandwidth, storage, and compute overages beyond plan allowances may incur additional Fees at the rates notified to the Customer.

AUDELAB may migrate workloads between equivalent infrastructure providers or regions within the United Kingdom or agreed territories for operational reasons, providing notice where material impact to the Customer is expected, except for emergency migrations required for security or continuity.

12. Service Levels and Support

Unless an SOW incorporates Schedule A or a bespoke SLA, Services are provided on a commercially reasonable efforts basis without specific uptime guarantees. Where an SLA applies, service credits stated in the SLA are the Customer's sole and exclusive remedy for SLA failures, unless the failure constitutes a material breach that remains uncured under the termination clause.

Support is provided during the support hours stated in the order documents, typically Business Days. Severity classifications, response targets, and escalation paths are defined in Schedule A or the support policy referenced in the SOW. Response targets measure acknowledgement and engagement, not necessarily final resolution time.

Scheduled maintenance will be notified in advance where practicable. Emergency maintenance may occur without notice where required to protect the Platform or Customer Data. Maintenance windows do not count as downtime under SLAs to the extent stated in Schedule A.

13. Fees, Invoicing, and Payment

The Customer shall pay Fees in the amounts and currency stated in the order documents. Unless otherwise stated, invoices are payable within thirty days of the invoice date. Recurring Fees may be invoiced annually or monthly in advance. Professional services may be invoiced on a time and materials or fixed-fee basis as agreed.

Overdue amounts may accrue interest at a rate of four percent per annum above the Bank of England base rate, or the maximum rate permitted by law, whichever is lower, from the due date until payment. AUDELAB may suspend Services for undisputed amounts overdue by more than fifteen days after written reminder.

Fees exclude VAT and other applicable taxes, which the Customer shall pay at the prevailing rate. The Customer is responsible for withholding taxes except to the extent AUDELAB can reclaim them following cooperation by the Customer.

Except as required by law or expressly stated, Fees are non-refundable. Usage-based Fees are calculated from AUDELAB measurement systems, which are prima facie evidence of usage absent manifest error. AUDELAB may increase recurring Fees on renewal by giving at least forty-five days notice. If the Customer objects, the Customer may decline renewal by giving notice before the renewal date.

14. Change Control

Either party may request a change to scope, timeline, or Fees. AUDELAB will assess impact and provide a written change order. No change is binding until signed or expressly accepted in writing by both parties. AUDELAB is not obliged to perform out-of-scope work pending approval. Urgent production fixes for Severity 1 incidents may proceed under a retrospective change order where delay would cause material harm.

Customer-requested changes that reduce scope do not automatically reduce Fees already committed for a fixed-fee milestone unless agreed. Expansion of environments, user bundles, or storage tiers constitutes a change even if technically simple to enable.

15. Intellectual Property Ownership

AUDELAB and its licensors retain all Intellectual Property Rights in Supplier Technology, the Platform, Documentation, and any pre-existing materials. Except for the limited licences granted, no rights are transferred to the Customer.

As between the parties, the Customer retains all Intellectual Property Rights in Customer Data and Customer pre-existing materials. Subject to payment of applicable Fees, and unless the SOW states otherwise, Deliverables specifically created for the Customer and identified as Customer-owned in the SOW shall vest in the Customer upon payment, excluding Supplier Technology embedded therein. AUDELAB retains a licence to use general skills, know-how, and non-confidential techniques developed in the course of providing Services.

If Deliverables include Supplier Technology, the Customer receives a licence to use that Supplier Technology only as embedded in the Deliverables for the Customer's internal use or as otherwise stated in the SOW, not a standalone licence to extract or commercialise the Supplier Technology separately. Feedback provided by the Customer may be used by AUDELAB to improve Services without obligation.

16. Confidentiality

Each party shall keep the other party's Confidential Information confidential and use it only for performing this Agreement. Disclosure is permitted to personnel and advisers with a need to know who are bound by confidentiality obligations no less protective, and as required by law, court order, or regulation, provided the disclosing party gives prior notice where legally permitted.

Confidential Information does not include information that is public other than by breach, independently developed without use of the other party's information, or rightfully received from a third party without confidentiality duty.

Obligations continue for five years after termination, and indefinitely for trade secrets for so long as they remain trade secrets. Upon request, a party shall return or destroy Confidential Information of the other, except for copies retained in routine backups or as required by law, which remain subject to confidentiality.

17. Data Protection and Data Processing

Each party shall comply with UK GDPR, the Data Protection Act 2018, and PECR as applicable. Where AUDELAB processes Personal Data on behalf of the Customer as a processor, Schedule B Data Processing Terms applies and is incorporated by reference. Where AUDELAB processes Personal Data as a controller, for example account administration contacts for billing, AUDELAB's Privacy Policy applies.

The Customer instructs AUDELAB to process Personal Data only as necessary to provide the Services, as further documented in Schedule B and the SOW. The Customer warrants that its instructions are lawful and that appropriate notices and consents have been provided to data subjects.

AUDELAB shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, taking into account the state of the art, costs, nature, scope, context, and purposes of processing, and risks to individuals.

AUDELAB shall not transfer Personal Data outside the United Kingdom unless an appropriate transfer mechanism under UK GDPR Chapter V is in place or the Customer has instructed and authorised the transfer with suitable safeguards. AUDELAB shall notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Personal Data processed as a processor, and shall provide information reasonably available to assist the Customer with its notification obligations.

18. Security Incidents Beyond Personal Data

AUDELAB maintains an incident response process for confidentiality, integrity, and availability events affecting the Platform. Material security incidents affecting the Customer's environment will be communicated promptly, with updates as investigation progresses. The Customer shall promptly notify AUDELAB of suspected compromise of Authorised User credentials or unauthorised access.

Post-incident reviews will identify contributing factors and corrective actions at a level that does not compromise security. The Customer shall cooperate reasonably with forensic investigation where Customer systems or credentials are implicated.

19. Acceptable Use and Content Standards

The Customer shall not use the Services to violate law or third-party rights; distribute malware; operate spam campaigns; attempt unauthorised access to systems; interfere with other tenants; mine cryptocurrency without written approval; store or transmit special category data unless the SOW expressly supports such processing with enhanced controls; or publish content that is unlawful under the laws of England and Wales.

AUDELAB may remove or disable access to content that it reasonably believes violates this clause or creates legal risk, and will notify the Customer unless legally prohibited. Repeated violations may constitute material breach. High-volume automated scraping of Platform interfaces without written permission is prohibited.

20. Third-Party Services and Integrations

The Services may interoperate with third-party products selected by the Customer. AUDELAB does not control third-party services and is not responsible for their availability, security, or terms. The Customer's use of third-party services is subject to the third party's terms. Integrations are provided as configured in the SOW; API changes by third parties may require paid remediation.

Credentials for third-party systems provided to AUDELAB must be rotated after project completion where appropriate. AUDELAB will store such credentials using access-controlled secrets management practices proportionate to risk.

21. Warranties

AUDELAB warrants that it will perform professional services with reasonable care and skill, and that the Platform will perform materially in accordance with the Documentation during the Term when used as directed. If this warranty is breached, AUDELAB shall, at its option, re-perform the services, repair or replace the non-conforming Platform feature, or refund Fees for the non-conforming portion, which shall be the Customer's exclusive remedy for breach of this warranty.

Except as expressly stated, and to the fullest extent permitted by law, AUDELAB disclaims all other warranties, including merchantability, fitness for a particular purpose, and non-infringement. AUDELAB does not warrant that the Services will be uninterrupted or error-free, or that they will meet all Customer requirements not set out in the SOW.

Nothing excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded under English law.

22. Indemnities

The Customer shall indemnify AUDELAB against reasonable losses, damages, costs, and expenses including reasonable legal fees arising from third-party claims to the extent caused by Customer Data or content, the Customer's misuse of the Services, or the Customer's breach of law or this Agreement, except to the extent caused by AUDELAB's negligence or wilful misconduct.

AUDELAB shall indemnify the Customer against reasonable losses arising from a third-party claim that the unmodified Platform as provided by AUDELAB infringes UK Intellectual Property Rights, provided the Customer gives prompt notice, reasonable cooperation, and sole control of defence and settlement. Settlements requiring Customer payment or admission require Customer consent not to be unreasonably withheld.

AUDELAB shall have no obligation for claims arising from Customer Data, combinations not supplied by AUDELAB, modifications by the Customer, or use after notice to stop. If infringement is found or likely, AUDELAB may procure rights, modify the Platform, or terminate the affected Services and refund prepaid unused Fees for the terminated portion. This clause states AUDELAB's entire liability for intellectual property infringement claims.

23. Limitation of Liability under English Law

Subject to liabilities that cannot be excluded under English law, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive losses, or for loss of profits, revenue, business, goodwill, anticipated savings, or data except for data recovery costs to the extent caused by AUDELAB's breach of security obligations, whether arising in contract, tort including negligence, or otherwise, even if advised of the possibility.

Subject to the same non-excludable liabilities, each party's total aggregate liability arising out of or in connection with this Agreement in any twelve month period shall not exceed the total Fees paid or payable by the Customer to AUDELAB under the affected SOW in that twelve month period.

The exclusions and caps apply to indemnities except that the Customer content indemnity and AUDELAB intellectual property indemnity may be subject to a separate cap equal to two times the Fees paid in the preceding twelve months where expressly stated in an SOW; if not stated, the general cap applies. The parties agree that the Fees reflect this allocation of risk and that the limitations are reasonable in commercial engagements of this nature.

24. Suspension

AUDELAB may suspend Services in whole or part if necessary to address security risk or legal requirement; if Fees are overdue as described in the payment clause; or if the Customer materially breaches acceptable use. AUDELAB will limit suspension to what is reasonably necessary and will restore Services promptly after the cause is resolved. Suspension for Customer breach does not relieve payment obligations.

25. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic measures, strikes, shortages of transport, facilities, fuel, energy, labour, or materials, failures of public internet or utilities, or failures of upstream cloud providers not caused by the affected party's negligence. The affected party shall give prompt notice and use reasonable efforts to mitigate. If force majeure continues for more than ninety days, either party may terminate the affected Services without liability except for Fees due for Services performed.

26. Non-Solicitation

During the Term and for six months thereafter, neither party shall solicit for employment any employee of the other who was materially involved in the Services, except through general advertising not targeted at that individual. This clause does not restrict hiring where the individual approaches independently without solicitation.

27. Publicity

AUDELAB may identify the Customer as a client and use the Customer's name and logo in marketing materials unless the Customer objects in writing. Case studies that disclose non-public details require prior written approval from the Customer.

28. Insurance

AUDELAB shall maintain commercially reasonable insurance coverages appropriate to its business, which may include public liability and professional indemnity insurance. Evidence of insurance will be provided on reasonable request. Insurance does not limit liability except as stated in this Agreement.

29. Export Control and Sanctions

Each party shall comply with applicable UK export control and sanctions laws. The Customer shall not permit access to the Services by sanctioned parties or for prohibited end uses. AUDELAB may suspend or terminate Services where continued performance would violate sanctions law.

30. Anti-Bribery and Modern Slavery

Each party shall comply with the Bribery Act 2010 and applicable modern slavery laws, maintain adequate procedures, and not engage in bribery or corruption in connection with this Agreement. Breach of this clause is a material breach.

31. Audit Rights

No more than once per twelve months, and upon reasonable written notice, the Customer may audit AUDELAB's compliance with data protection and security obligations relevant to the Services, through review of documentation and certifications, or on-site or remote audit where justified by risk, during Business Days without unreasonably disrupting operations. Audits are at the Customer's cost unless a material non-compliance is discovered. Confidential information obtained remains confidential.

32. Dispute Resolution

If a dispute arises, the parties shall first attempt good-faith negotiation between commercial contacts, then escalation to senior management within fifteen Business Days. Either party may pursue mediation under the Centre for Effective Dispute Resolution model procedure before litigation, without prejudice to interim relief. Nothing prevents a party from seeking urgent injunctive relief from the courts of England and Wales to protect Intellectual Property Rights or Confidential Information.

33. Governing Law and Jurisdiction

This Agreement and any dispute or claim including non-contractual disputes or claims arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales. Subject to the dispute resolution clause, the courts of England and Wales have exclusive jurisdiction.

34. Notices

Formal notices under this Agreement shall be in writing and delivered by hand, pre-paid post, or email with confirmation of receipt to the addresses set out in the order documents, or for AUDELAB to 11 Wyke Square, Weymouth, DT4 9XP United Kingdom and it.team@audelab.team. Notices are deemed received on the date of hand delivery, two Business Days after posting within the UK, or on the Business Day of email confirmation if sent on a Business Day during ordinary business hours.

35. Assignment, Entire Agreement, and General Boilerplate

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the obligations. AUDELAB may assign receivables for financing purposes.

This Agreement, including Schedules, SOWs, and order documents, constitutes the entire agreement between the parties regarding its subject matter and supersedes prior negotiations and representations, except that neither party excludes liability for fraudulent misrepresentation. Amendments must be in writing and signed or expressly accepted by both parties.

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions continue in force. Failure to enforce a provision is not a waiver. A waiver must be in writing. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Each party is an independent contractor.

A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, except Affiliates authorised to use the Services as stated in an SOW. This Agreement may be executed in counterparts, including electronic signature, each of which is deemed an original.

Schedule A — Service Level Framework

A1. Purpose and incorporation

This Schedule A applies only when expressly incorporated by an SOW. It defines availability measurement, severity levels, response targets, and service credits for covered Platform Services. If an SOW states different numerical targets, the SOW prevails.

A2. Availability measurement

Monthly Availability Percentage means total minutes in a calendar month minus Downtime, divided by total minutes, multiplied by one hundred. Downtime means periods when the production Platform is unavailable to all Authorised Users due to causes within AUDELAB's reasonable control, excluding Scheduled Maintenance, Customer-caused outages, third-party upstream failures beyond AUDELAB's control, force majeure, beta features, and sandbox environments.

Target Monthly Availability, if applicable, is typically 99.5 percent for standard managed hosting tiers and 99.9 percent for premium tiers, as stated in the SOW. If not stated, no numerical target applies.

A3. Severity definitions

• Severity 1: Production Platform down or critically degraded for all users; no reasonable workaround.
• Severity 2: Major feature unavailable or severely degraded for a significant subset of users; workaround exists but is costly.
• Severity 3: Partial impairment or non-critical defect with reasonable workaround.
• Severity 4: Cosmetic issue, documentation error, or general question.

A4. Response targets and credits

During support hours, AUDELAB targets initial response within one hour for Severity 1, four hours for Severity 2, one Business Day for Severity 3, and two Business Days for Severity 4, unless the SOW states different targets. Continuous effort for Severity 1 will be applied during support hours and, for premium plans, outside support hours as stated in the SOW.

If Monthly Availability falls below the applicable target, the Customer may request a service credit within thirty days after month end. Credits are calculated as a percentage of the monthly recurring Fees for the affected Service: five percent credit if availability is below target but at or above 99.0 percent; ten percent if below 99.0 percent but at or above 95.0 percent; fifteen percent if below 95.0 percent. Credits are applied to future invoices and are the sole remedy for availability failures. Total credits in a month shall not exceed fifteen percent of that month's recurring Fees for the affected Service.

Upon request, AUDELAB will provide a summary of availability and Severity 1 incident post-mortems for material events, including root cause categories and corrective actions at a level that does not compromise security.

Schedule B — Data Processing Terms

B1. Subject matter, nature, and duration

AUDELAB processes Personal Data as a processor on behalf of the Customer for the duration of the Services and any wind-down period. The subject matter is the provision of digital publishing, EdTech, CMS, e-book, hosting, and related software services. Processing includes hosting, storage, transmission, backup, logging, support access, configuration, and display of Personal Data as necessary to operate the Platform and perform the SOW.

B2. Types of Personal Data and data subjects

Categories may include identity and contact data, account credentials, usage logs, content metadata, learner or subscriber identifiers, and other categories uploaded by the Customer. Data subjects may include Customer personnel, contributors, subscribers, learners, and end users. Special category data shall not be processed unless expressly agreed in writing with additional measures.

B3. Processor obligations

AUDELAB shall process Personal Data only on documented instructions from the Customer, including regarding transfers, unless required by UK law; ensure persons authorised to process Personal Data are bound by confidentiality; implement appropriate security measures; not engage sub-processors without general or specific authorisation, and flow down equivalent data protection obligations; assist the Customer with data subject rights requests, security, breach notifications, and data protection impact assessments to a reasonable extent considering the nature of processing; delete or return Personal Data at the end of Services as instructed, subject to legal retention; and make available information necessary to demonstrate compliance, including through audits under the audit clause.

B4. Sub-processors and Customer obligations

The Customer provides general authorisation for AUDELAB to engage sub-processors for infrastructure, support, and related functions. AUDELAB will maintain a list of material sub-processors and give notice of intended additions where contractually required, allowing the Customer a reasonable objection period. If the Customer reasonably objects, the parties will discuss alternatives in good faith.

The Customer shall ensure a lawful basis for processing, provide required notices, configure the Platform appropriately, minimise Personal Data uploaded, and not instruct AUDELAB to process data unlawfully. Each party is liable for fines imposed on it by a supervisory authority to the extent caused by that party's breach. Liability between the parties remains subject to the limitation of liability clause, except where prohibited by law.

36. Configuration Ownership and Environments

AUDELAB typically maintains development, staging, and production environments for managed Platforms where included in the service tier. The Customer shall not make uncontrolled changes in production that bypass change management. Configuration as code, if used, will be stored in repositories agreed by the parties, with access controls.

Environment parity is a goal but cannot be guaranteed for all third-party integrations. Performance testing should be conducted in staging with representative data volumes. Production load testing requires prior written approval.

Secrets must not be committed to source repositories. AUDELAB may revoke credentials that appear in public repositories if discovered.

37. Backup, Restore, and Business Continuity

Backup frequency, retention, and geographic redundancy depend on the purchased tier. Restore tests may be performed periodically by AUDELAB for managed tiers. Customer-requested restores outside disaster recovery events may be chargeable.

Business continuity plans are maintained at an organisational level; Customer-specific runbooks are provided only if included in the SOW. The Customer should maintain an exit plan and independent copies of critical assets. Platform resilience does not replace the Customer's operational resilience obligations under sector rules where applicable.

Recovery objectives are design targets and not absolute guarantees unless an SLA expressly states otherwise with service credits.

38. Monitoring, Logging, and Observability

AUDELAB monitors infrastructure health, error rates, and security signals. Logs may include technical Personal Data and are retained according to the Privacy Policy and Schedule B. Customer access to raw logs depends on the service tier.

Alert routing contacts must be kept current by the Customer. Synthetic monitoring may be used to detect outages from external vantage points. Log volume above plan allowances may be sampled or charged as an overage depending on the tier.

39. Release Management and Versioning

SaaS components may be updated on a continuous or scheduled release basis. Material breaking changes will be notified in advance where practicable. Deprecated features will be supported for a reasonable period stated in release notes.

Custom code that depends on undocumented internal APIs is not supported and may break without remedy under warranty. Hotfixes for security issues may be deployed outside ordinary release trains. The Customer should subscribe to release communications issued during onboarding.

40. Professional Services Conduct

Consultants and engineers assigned by AUDELAB remain under AUDELAB's direction. The Customer shall provide a safe working environment for any on-site work and remote access mechanisms that meet security standards. AUDELAB personnel will follow Customer site policies notified in advance where reasonable.

Estimates of effort are based on information available at the time and may be revised if underlying facts change materially.

41. Training and Knowledge Transfer

Training sessions included in an SOW cover agreed curricula and audience sizes. Additional sessions are chargeable. Recording of training may occur with notice.

Training materials remain Supplier Technology unless expressly assigned. Train-the-trainer models may be used for larger organisations to scale internal enablement efficiently.

42. Migration Services

Migrations from legacy CMS, learning platforms, or hosting providers depend on quality and accessibility of source data. AUDELAB is not liable for defects in source systems. Mapping decisions require Customer sign-off.

Parallel running periods, if required, should be scoped expressly. Rollback after go-live may be impossible for certain cutover strategies; risk acceptance shall be documented. Sample migrations should be validated before full cutover wherever feasible.

43. Domain Names, TLS Certificates, and DNS

Unless AUDELAB expressly manages domains, the Customer retains control of DNS and domain registrations. The Customer must maintain accurate DNS records for the Services. TLS certificates may be provisioned automatically through certificate authorities; the Customer authorises such provisioning.

Misconfigured DNS can cause outages excluded from SLA Downtime. Domain expiry caused by Customer registrar neglect is not an AUDELAB breach.

44. Email Deliverability and Messaging

If the Services send email on the Customer's behalf, deliverability depends on Customer domain authentication including SPF, DKIM, and DMARC, recipient provider policies, and content practices. AUDELAB does not warrant inbox placement. Bulk messaging features must be used in compliance with PECR and anti-spam laws.

Complaint rates that threaten shared sending reputation may result in temporary suspension of sending features.

45. Payment Processors and Commerce Features

Commerce features for paid content or courses may integrate third-party payment processors. The Customer is the merchant of record unless otherwise stated. PCI DSS responsibilities follow the integration model; AUDELAB does not store full payment card data on its systems when using hosted payment fields.

Refunds, chargebacks, and tax determination for end-user purchases are the Customer's responsibility. Currency display and VAT messaging must be configured accurately by the Customer.

46. Accessibility and Inclusive Design

AUDELAB designs Supplier-provided interfaces with accessibility in mind and will pursue conformance levels expressly committed in the SOW. Automated scanning and sample manual testing may be used. Guarantees of conformance for all Customer content and customisations are excluded.

Remediation of accessibility defects in Customer content is chargeable unless caused by a Supplier template defect covered by warranty.

47. Artificial Intelligence and Automated Features

If AI-assisted features are offered, for example metadata suggestions, content classification, or support assistants, outputs may be inaccurate and require human review. The Customer remains responsible for publishing decisions. Training of foundation models on Customer Data does not occur unless expressly agreed in writing.

Telemetry from AI features is processed under Schedule B where it includes Personal Data. The Customer must not use AI features to generate unlawful content.

48. Beta Features and Experiments

Beta features are provided as is, may be withdrawn at any time, are excluded from SLAs and warranties, and should not be used for critical production workloads without an express risk acceptance. Feedback on beta features is welcomed and may be used freely by AUDELAB. Data processed in beta environments may have different retention settings disclosed at enrolment.

49. Editorial Workflow Configuration

Editorial workflows may include draft, review, legal check, scheduled publish, and archive states. The Customer defines approvers and internal review expectations. AUDELAB configures the technical workflow states agreed in the SOW.

Misconfiguration by Customer administrators after handover is the Customer's responsibility unless AUDELAB retains managed administration. Workflow notifications depend on accurate user email addresses and functioning mail delivery.

50. Asset Management and Media Libraries

Digital asset libraries store images, audio, video, and documents. Storage consumption counts toward plan limits. Rights-managed assets remain the Customer's responsibility.

Transform and delivery features for media depend on the selected CDN options. Hotlink protection and signed URLs may be available on premium tiers. Corrupted uploads should be re-submitted by the Customer after validation.

51. Search and Discovery Features

Search indexes are rebuilt on schedules or events depending on architecture. Relevance tuning is an iterative professional service unless included. AUDELAB does not warrant particular ranking outcomes.

Personalised recommendations, if offered, require privacy assessment by the Customer. Indexing delays after bulk imports are expected and do not constitute Downtime.

52. Multilingual and Localisation Support

Multilingual content models may be configured where specified. Translation memory systems and human translation are out of scope unless purchased. Locale-specific formatting for dates and currencies follows platform defaults unless customised.

Right-to-left language support must be expressly scoped. Machine translation integrations, if enabled, are third-party services subject to their own terms.

53. Institutional and Library Access Models

For institutional subscribers, IP range authentication, SAML, or similar methods may be supported as scoped. Concurrent user limits are enforced as configured. Abuse of institutional credentials may lead to suspension of the affected organisation's access upon Customer instruction or for security reasons.

Identity provider outages are excluded from SLA Downtime.

54. Reporting and Analytics Dashboards

Dashboards display metrics derived from logs and events. Figures may differ from third-party analytics due to methodology. AUDELAB will explain material methodology differences on request.

Export of reports may be available in CSV or similar formats. Near-real-time dashboards may lag during peak load.

55. Staging Content Preview and Paywalls

Preview links and paywall rules are Customer-configured. Misconfigured paywalls that expose paid content publicly are not an AUDELAB breach if caused by Customer configuration. AUDELAB will assist with remediation under support terms.

Preview tokens should be treated as confidential and rotated if leaked.

56. Implementation and Acceptance

Implementation projects follow phases such as discovery, configuration, migration, staging validation, training, and go-live, as defined in the SOW. The Customer shall complete acceptance testing within the acceptance window stated in the SOW. If the Customer does not provide written rejection specifying material non-conformities within that window, Deliverables are deemed accepted.

Material non-conformities are failures to meet express acceptance criteria. Cosmetic issues do not justify rejection. AUDELAB shall remedy material non-conformities within a reasonable period, after which acceptance testing may be repeated once unless otherwise agreed.

57. Fees and Rate Card Principles

Fixed-fee work covers the described scope only. Time and materials work is charged at the rates in the SOW. Travel, if pre-approved, is recharged at cost or at agreed per diems.

Out-of-hours work requested by the Customer may attract uplift rates stated in the SOW. Estimates are not caps unless expressly described as fixed. AUDELAB will notify the Customer if an estimate is likely to be exceeded by more than fifteen percent before continuing, except for emergency Severity 1 work.

Prepaid professional services days expire twelve months after purchase unless otherwise stated and are non-refundable.

58. Media Platform Acceptable Use Supplement

Media and publishing Customers shall maintain content moderation processes proportionate to their audience and risk profile. User-generated content features, if enabled, require the Customer to provide notice-and-action procedures consistent with applicable law. AUDELAB may provide tooling to assist moderation but does not act as the Customer's designated moderation decision-maker unless expressly contracted.

Customers distributing news or current affairs content remain responsible for editorial standards, corrections policies, and compliance with media regulation applicable to them. High-traffic campaigns should be notified to AUDELAB in advance when expected load may exceed plan allowances, enabling capacity planning.

59. Exit Assistance

Upon request before termination, AUDELAB may provide exit assistance at then-current professional service rates, including data export support and knowledge transfer. Exit assistance does not include building a replacement platform on a competitor's stack unless separately scoped. Exports will be provided in commonly used formats appropriate to the data types held.

60. Continuity on Insolvency and Escrow

Source code escrow or step-in rights apply only if expressly agreed in a separate escrow schedule. Absent such agreement, no escrow is provided. Insolvency of a sub-processor will be managed through vendor transition plans to the extent reasonably practicable.

The Customer acknowledges that SaaS access depends on ongoing operation of hosting providers.

61. Consumer Customers

If the Customer is a consumer contracting with AUDELAB for purposes outside the Customer's trade, business, craft, or profession, mandatory rights under the Consumer Rights Act 2015 and related regulations apply and prevail over inconsistent terms to the extent required. Cooling-off rights may apply to distance contracts for services as provided by law. Business Customers acknowledge they are not consumers.

62. Order of Precedence

In the event of conflict, the following order of precedence applies to the extent of the conflict: first the SOW or order form; second Schedule B Data Processing Terms; third Schedule A Service Levels; fourth these Terms and Conditions; fifth Documentation; sixth website Terms of Service.

63. Records and Audit Trail for Publishing Workflows

Workflow audit trails, if enabled, help demonstrate editorial review steps. Retention of audit trails follows product settings and Schedule B. The Customer should not rely on audit trails as a complete legal archive unless configured and tested for that purpose.

Export of audit trails for litigation hold should be requested promptly when a dispute is anticipated.

64. Remedies for Non-Payment and Collection

In addition to suspension rights, AUDELAB may engage collection agents or commence proceedings for unpaid Fees. The Customer shall pay reasonable collection costs where permitted by law. Disputed invoices must be challenged in writing within ten Business Days with particularised reasons; undisputed portions remain payable.

65. Set-Off and Further Assurance

The Customer may not set off any sums owed to AUDELAB against sums allegedly owed by AUDELAB unless required by mandatory law or agreed in writing. AUDELAB may set off sums owed by the Customer against sums owed by AUDELAB to the Customer. Each party shall execute documents and perform acts reasonably required to give effect to this Agreement and the transactions contemplated by it, including intellectual property assignments expressly agreed in an SOW.

66. Additional Representations

Each party represents that it is duly organised, validly existing, and has corporate power to enter this Agreement. AUDELAB represents that it will not knowingly introduce malicious code into the Platform. The Customer represents that procurement of the Services complies with its internal authorisation procedures and public procurement rules where applicable.

67. Time and Milestones

Time is not of the essence for delivery dates unless an SOW expressly states that time is of the essence for identified milestones. Milestone dates are estimates based on assumptions and Customer dependencies stated in the SOW. AUDELAB will notify the Customer promptly if a milestone is likely to slip and will propose a recovery plan.

68. Customer Affiliates

Customer Affiliates may use the Services if stated in the order documents, provided the Customer remains responsible for Affiliate compliance and payment. Claims by Affiliates are brought only through the Customer, and liability caps are calculated on Fees paid by the Customer entity that contracted with AUDELAB.

69. Compliance Artefacts and Regulatory Cooperation

If the Customer's regulators require audit artefacts, AUDELAB will provide reasonable cooperation within the audit clause limits. AUDELAB does not provide legal opinions. Compliance certifications available for underlying infrastructure providers may be shared under NDA where permitted by those providers.

70. Contact for Contract Administration

Contractual queries may be directed to AUDELAB LTD, 11 Wyke Square, Weymouth, DT4 9XP United Kingdom, telephone +44 161 496 0871, email it.team@audelab.team. Technical support contacts will be designated during onboarding. Legal service of process must comply with applicable court rules and should not rely solely on website forms.

Annex 1 — Detailed Hosting Responsibilities Matrix

AUDELAB is responsible for hypervisor or container platform health where it controls the stack, operating system patching for managed images, network firewall baselines, certificate renewal automation where enabled, backup job execution for included backup policies, and 24 by 7 monitoring for premium tiers as stated in the SOW.

The Customer is responsible for application-level configuration after handover, content accuracy, Authorised User administration unless managed services include administration, plugin or extension code supplied by the Customer, third-party SaaS credentials, and business continuity decisions such as when to declare a disaster for failover.

Shared responsibilities include coordinating change windows, reviewing security advisories affecting Customer-installed components, and validating restores during scheduled restore tests. Ambiguities should be resolved in writing during onboarding through a responsibility matrix workshop.

Capacity planning is collaborative. AUDELAB will advise when utilisation trends indicate that plan limits will be exceeded. The Customer should forecast campaigns, course launches, and catalogue ingestions that may create load spikes.

Security baselines follow CIS-aligned hardening where practicable. Deviations requested by the Customer for compatibility reasons must be risk-accepted in writing. Compensating controls may be proposed where deviations are unavoidable.

Annex 2 — CMS Operational Runbook Principles

Production changes should follow a ticketed change process with rollback notes. Emergency changes require post-change documentation within one Business Day. Staging must mirror production versions of critical plugins to the extent feasible.

Content freezes may be recommended before major upgrades. The Customer should communicate freeze windows to editorial teams. AUDELAB will avoid non-essential releases during agreed freeze periods except for critical security patches.

Broken plugin updates are a common cause of CMS incidents. Where the Customer retains plugin control, AUDELAB support may be limited to restoration from backup or enabling safe mode equivalents, chargeable if outside SLA root-cause categories attributable to AUDELAB.

Editorial permissions should separate authors, editors, and publishers. Excessive administrator accounts increase risk. Quarterly access reviews are recommended and may be facilitated by AUDELAB as a professional service.

Media uploads should be scanned for malware where the feature is enabled. Oversized media should be optimised prior to upload to protect performance. Hotlink abuse may be mitigated through CDN rules on premium tiers.

Annex 3 — E-book Supply Chain Controls

Inbound packages should be validated against agreed profiles for EPUB, PDF, or other formats. Failed validations will be reported with error categories. Repeated invalid submissions may be queued for chargeable remediation workshops.

Identifier management including ISBN and internal SKUs must be unique within the Customer's catalogue namespace. Duplicate identifiers can cause entitlement collisions. AUDELAB is not liable for catalogue conflicts caused by Customer identifier reuse.

DRM or watermarking settings must match the Customer's commercial licences. Incorrect settings may under-protect or over-restrict content. Configuration changes should be tested on sample titles before catalogue-wide application.

Withdrawal of titles from distribution does not automatically delete previously entitled offline downloads on end-user devices. The Customer must understand the technical limits of revocation for each entitlement model.

Sales and lending reports are generated from Platform events. Reconciliations with payment processors or library consortia may show timing differences. AUDELAB will assist with reasonable reconciliation queries under support.

Annex 4 — EdTech Assessment and Progress Data

Assessment items and correct answers are Confidential Information of the Customer. Access to answer keys should be restricted to instructor roles. Export of gradebooks must be controlled under Customer policy.

Progress data may be used by the Customer for learner analytics. If learning analytics involve profiling with significant effects, the Customer must complete an appropriate data protection impact assessment.

Integrations that push grades to external student information systems should be tested with non-production cohorts first. Mapping errors can corrupt institutional records; the Customer must validate mappings.

Proctoring integrations, if any, are third-party services with heightened privacy implications. AUDELAB will enable technical connectors only; the Customer remains responsible for learner notices and lawful basis.

Retention of learner records after course completion should follow Customer policy and applicable education retention schedules. AUDELAB will apply retention configurations instructed by the Customer where the product supports them.

Annex 5 — Security Control Catalogue Summary

Access control measures include unique user identities, role-based permissions, optional multi-factor authentication, session timeouts, and privileged access logging. Password policies enforce minimum complexity where local accounts are used.

Cryptography measures include TLS for data in transit and encryption at rest for primary data stores on managed tiers that include that feature. Key management follows provider KMS practices or AUDELAB-managed secrets processes.

Operations security includes vulnerability scanning, dependency update regimes, malware detection on suitable layers, and segregated duties between development and production access where staffing allows.

Incident management includes detection, triage, containment, eradication, recovery, and lessons learned. Communication templates for Customer notification are maintained for material incidents.

Physical security of underlying data centres is provided by infrastructure vendors under their certifications. AUDELAB reviews vendor assurance reports on a periodic basis for material providers.

Annex 6 — Commercial Models and Usage Metrics

Subscription models may be based on named users, concurrent users, active learners, page views, storage volume, bandwidth, or title counts. The order documents specify the metric and overage rates.

Measurement disputes should be raised within fifteen Business Days of the invoice that includes the disputed usage. AUDELAB will share measurement methodology and relevant extracts sufficient to understand the calculation without exposing unrelated client data.

Feature packs may be enabled additively. Disabling a feature pack mid-term does not entitle the Customer to a refund unless the SOW provides a flexibility right. Trials convert to paid plans as stated in trial terms.

Nonprofit and education discounts, if granted, require ongoing eligibility. Loss of eligibility may result in repricing on renewal. Misrepresentation of eligibility is a material breach.

Proof of concept engagements are limited in duration and support scope. Production use during a proof of concept is at the Customer's risk unless an SLA is expressly applied.

Annex 7 — Support Interaction Standards

Support requests should include environment, timestamp, affected URLs or APIs, user role, reproduction steps, and impact assessment. Incomplete tickets may delay response clock start until minimum information is provided.

The Customer shall nominate primary and secondary technical contacts authorised to approve changes. Instructions from unauthorised contacts may be refused.

Remote desktop or screen-sharing sessions may be used for troubleshooting. Sessions should avoid displaying unrelated Personal Data. Recordings occur only with consent of participants where required.

Recurring issues may be converted into problem management records with root-cause analysis. Workarounds may be documented pending permanent fixes in a release train.

Abusive conduct toward support personnel is not acceptable and may result in communication channel restrictions to written ticketing only.

Annex 8 — Legal Compliance Mapping for UK Engagements

Contracts with AUDELAB are intended for business Customers established under the laws of England and Wales or dealing under English law. Cross-border Customers agree that English law governs as stated, subject to mandatory local consumer rules where applicable.

Data protection compliance references UK GDPR and the Data Protection Act 2018. Where the Customer is subject to EU GDPR for its own processing, the Customer remains responsible for its controller obligations; AUDELAB will not act as the Customer's EU representative.

Intellectual property infringement procedures should follow notice-and-takedown processes agreed with the Customer for user-generated content. AUDELAB will act on valid court orders affecting content hosted on the Platform.

Consumer Rights Act 2015 implications for end users of the Customer's services are the Customer's responsibility. AUDELAB's consumer clause applies only where AUDELAB sells directly to a consumer Customer.

Regulatory investigations involving Customer content will be coordinated with the Customer unless AUDELAB is legally prohibited from giving notice. Costs of extensive compliance assistance beyond reasonable cooperation may be chargeable.

Annex 9 — Change Examples and Effort Classification

Standard changes include routine user provisioning, DNS updates within agreed patterns, certificate renewals, and content cache purges. These are typically included in managed support.

Normal changes include plugin upgrades, theme adjustments, search configuration tuning, and non-emergency capacity increases. These may require scheduled windows and may be chargeable outside included allowances.

Emergency changes include security patching for actively exploited vulnerabilities and incident containment. These may proceed under expedited approval.

Projects such as redesigns, migrations, and new product modules are not changes under support; they require an SOW or change order with Fees.

Effort classification disputes will be escalated to the account manager for determination in good faith based on Documentation and historical practice.

Annex 10 — Glossary Expansion for Operational Terms

"Downtime" has the meaning given in Schedule A when an SLA applies. "Scheduled Maintenance" means maintenance notified in advance within the notice period stated in the support policy. "Hotfix" means a change deployed to remediate a defect without waiting for a full release cycle.

"Tenant" means a logically isolated Customer instance within a multi-tenant Platform. "Single-tenant" means dedicated resources primarily allocated to one Customer. "Staging" means a non-production environment used for validation.

"Entitlement" means a technical record authorising an end user to access a digital title or course. "Catalogue" means the set of titles or learning objects managed in the Platform. "Ingest" means the process of importing content packages into the Platform.

"Severity" means the impact classification used for support prioritisation. "Service credit" means a billing credit calculated under Schedule A and not cash payment unless required by law.

"Wind-down period" means the limited post-termination period during which export assistance may be available before deletion of active Customer Data.

Annex 11 — Extended Operational Clause Set 1

In connection with Annex 11, the parties acknowledge that digital publishing and EdTech platforms require ongoing operational discipline. AUDELAB LTD will apply processes proportionate to the service tier purchased by the Customer, including documented runbooks, access reviews for AUDELAB personnel, and coordination through the designated support channels. The Customer remains responsible for business decisions regarding content publication, learner communications, commercial pricing of digital products, and end-user support that is not technically attributable to Platform defects.

For clarity under English law, Annex 11 does not create uncapped obligations. Any duty described as assistance, cooperation, or commercially reasonable efforts is subject to the Fees, the limitation of liability clause, and the scope boundaries in the applicable SOW. Where Annex 11 describes recommended practices, those recommendations are guidance unless expressly stated as mandatory Customer obligations or mandatory AUDELAB commitments.

If a conflict arises between Annex 11 and a numbered clause of this Agreement, the numbered clause prevails unless Annex 11 is expressly identified in an SOW as a special condition amending that clause. Customers requiring sector-specific addenda for higher education, public sector procurement, or regulated media environments should request those addenda during contracting so they can be scheduled and priced.

Records relating to Annex 11 activities, including tickets, change records, and deployment logs, may be retained by AUDELAB for operational, security, and accounting purposes in line with the retention principles in the Privacy Policy and Schedule B. The Customer may request relevant extracts for its own compliance evidence subject to confidentiality and reasonable frequency limits.

Nothing in Annex 11 requires AUDELAB to provide legal advice, audit opinions, or guarantees of uninterrupted service beyond any SLA expressly incorporated. Questions about Annex 11 may be directed to it.team@audelab.team or by telephone on +44 161 496 0871, or in writing to 11 Wyke Square, Weymouth, DT4 9XP United Kingdom.

Annex 12 — Extended Operational Clause Set 2

In connection with Annex 12, the parties acknowledge that digital publishing and EdTech platforms require ongoing operational discipline. AUDELAB LTD will apply processes proportionate to the service tier purchased by the Customer, including documented runbooks, access reviews for AUDELAB personnel, and coordination through the designated support channels. The Customer remains responsible for business decisions regarding content publication, learner communications, commercial pricing of digital products, and end-user support that is not technically attributable to Platform defects.

For clarity under English law, Annex 12 does not create uncapped obligations. Any duty described as assistance, cooperation, or commercially reasonable efforts is subject to the Fees, the limitation of liability clause, and the scope boundaries in the applicable SOW. Where Annex 12 describes recommended practices, those recommendations are guidance unless expressly stated as mandatory Customer obligations or mandatory AUDELAB commitments.

If a conflict arises between Annex 12 and a numbered clause of this Agreement, the numbered clause prevails unless Annex 12 is expressly identified in an SOW as a special condition amending that clause. Customers requiring sector-specific addenda for higher education, public sector procurement, or regulated media environments should request those addenda during contracting so they can be scheduled and priced.

Records relating to Annex 12 activities, including tickets, change records, and deployment logs, may be retained by AUDELAB for operational, security, and accounting purposes in line with the retention principles in the Privacy Policy and Schedule B. The Customer may request relevant extracts for its own compliance evidence subject to confidentiality and reasonable frequency limits.

Nothing in Annex 12 requires AUDELAB to provide legal advice, audit opinions, or guarantees of uninterrupted service beyond any SLA expressly incorporated. Questions about Annex 12 may be directed to it.team@audelab.team or by telephone on +44 161 496 0871, or in writing to 11 Wyke Square, Weymouth, DT4 9XP United Kingdom.

Annex 13 — Extended Operational Clause Set 3

In connection with Annex 13, the parties acknowledge that digital publishing and EdTech platforms require ongoing operational discipline. AUDELAB LTD will apply processes proportionate to the service tier purchased by the Customer, including documented runbooks, access reviews for AUDELAB personnel, and coordination through the designated support channels. The Customer remains responsible for business decisions regarding content publication, learner communications, commercial pricing of digital products, and end-user support that is not technically attributable to Platform defects.

For clarity under English law, Annex 13 does not create uncapped obligations. Any duty described as assistance, cooperation, or commercially reasonable efforts is subject to the Fees, the limitation of liability clause, and the scope boundaries in the applicable SOW. Where Annex 13 describes recommended practices, those recommendations are guidance unless expressly stated as mandatory Customer obligations or mandatory AUDELAB commitments.

If a conflict arises between Annex 13 and a numbered clause of this Agreement, the numbered clause prevails unless Annex 13 is expressly identified in an SOW as a special condition amending that clause. Customers requiring sector-specific addenda for higher education, public sector procurement, or regulated media environments should request those addenda during contracting so they can be scheduled and priced.

Records relating to Annex 13 activities, including tickets, change records, and deployment logs, may be retained by AUDELAB for operational, security, and accounting purposes in line with the retention principles in the Privacy Policy and Schedule B. The Customer may request relevant extracts for its own compliance evidence subject to confidentiality and reasonable frequency limits.

Nothing in Annex 13 requires AUDELAB to provide legal advice, audit opinions, or guarantees of uninterrupted service beyond any SLA expressly incorporated. Questions about Annex 13 may be directed to it.team@audelab.team or by telephone on +44 161 496 0871, or in writing to 11 Wyke Square, Weymouth, DT4 9XP United Kingdom.

Annex 14 — Extended Operational Clause Set 4

In connection with Annex 14, the parties acknowledge that digital publishing and EdTech platforms require ongoing operational discipline. AUDELAB LTD will apply processes proportionate to the service tier purchased by the Customer, including documented runbooks, access reviews for AUDELAB personnel, and coordination through the designated support channels. The Customer remains responsible for business decisions regarding content publication, learner communications, commercial pricing of digital products, and end-user support that is not technically attributable to Platform defects.

For clarity under English law, Annex 14 does not create uncapped obligations. Any duty described as assistance, cooperation, or commercially reasonable efforts is subject to the Fees, the limitation of liability clause, and the scope boundaries in the applicable SOW. Where Annex 14 describes recommended practices, those recommendations are guidance unless expressly stated as mandatory Customer obligations or mandatory AUDELAB commitments.

If a conflict arises between Annex 14 and a numbered clause of this Agreement, the numbered clause prevails unless Annex 14 is expressly identified in an SOW as a special condition amending that clause. Customers requiring sector-specific addenda for higher education, public sector procurement, or regulated media environments should request those addenda during contracting so they can be scheduled and priced.

Records relating to Annex 14 activities, including tickets, change records, and deployment logs, may be retained by AUDELAB for operational, security, and accounting purposes in line with the retention principles in the Privacy Policy and Schedule B. The Customer may request relevant extracts for its own compliance evidence subject to confidentiality and reasonable frequency limits.

Nothing in Annex 14 requires AUDELAB to provide legal advice, audit opinions, or guarantees of uninterrupted service beyond any SLA expressly incorporated. Questions about Annex 14 may be directed to it.team@audelab.team or by telephone on +44 161 496 0871, or in writing to 11 Wyke Square, Weymouth, DT4 9XP United Kingdom.

Annex 15 — Extended Operational Clause Set 5

In connection with Annex 15, the parties acknowledge that digital publishing and EdTech platforms require ongoing operational discipline. AUDELAB LTD will apply processes proportionate to the service tier purchased by the Customer, including documented runbooks, access reviews for AUDELAB personnel, and coordination through the designated support channels. The Customer remains responsible for business decisions regarding content publication, learner communications, commercial pricing of digital products, and end-user support that is not technically attributable to Platform defects.

For clarity under English law, Annex 15 does not create uncapped obligations. Any duty described as assistance, cooperation, or commercially reasonable efforts is subject to the Fees, the limitation of liability clause, and the scope boundaries in the applicable SOW. Where Annex 15 describes recommended practices, those recommendations are guidance unless expressly stated as mandatory Customer obligations or mandatory AUDELAB commitments.

If a conflict arises between Annex 15 and a numbered clause of this Agreement, the numbered clause prevails unless Annex 15 is expressly identified in an SOW as a special condition amending that clause. Customers requiring sector-specific addenda for higher education, public sector procurement, or regulated media environments should request those addenda during contracting so they can be scheduled and priced.

Records relating to Annex 15 activities, including tickets, change records, and deployment logs, may be retained by AUDELAB for operational, security, and accounting purposes in line with the retention principles in the Privacy Policy and Schedule B. The Customer may request relevant extracts for its own compliance evidence subject to confidentiality and reasonable frequency limits.

Nothing in Annex 15 requires AUDELAB to provide legal advice, audit opinions, or guarantees of uninterrupted service beyond any SLA expressly incorporated. Questions about Annex 15 may be directed to it.team@audelab.team or by telephone on +44 161 496 0871, or in writing to 11 Wyke Square, Weymouth, DT4 9XP United Kingdom.

71. Acknowledgement

By entering an order that references these Terms and Conditions, the Customer acknowledges that it has read and understood this Agreement, including the Schedules and Annexes that are incorporated for the relevant Services, and that it has had opportunity to seek independent legal advice. For further information about AUDELAB LTD services, visit https://audelab.team or contact it.team@audelab.team.