Terms of Service

These Terms of Service govern access to and use of the Malakai platform, AI voice agent services, managed services and related products and services supplied by Questcorp Ltd. Please read these Terms carefully before creating an account, purchasing Credits, placing an Order or using the Services. By clicking “I accept”, creating an Account, purchasing or using the Services, signing an Order Form, or otherwise indicating acceptance of these Terms, you agree to be legally bound by the Agreement.

Where you accept the Agreement on behalf of a company, partnership or other organisation, you confirm that you have authority to bind that organisation, the organisation is the Customer under the Agreement, and the Services are being acquired for business purposes. The Services are intended primarily for business customers. They must not be used for personal, family or household purposes unless Malakai has expressly agreed otherwise. Certain provisions of these Terms apply differently to Consumers. The Consumer provisions in clause 31 apply only where the Customer is an individual acting wholly or mainly outside their trade, business, craft or profession.

Malakai is a trading name of Questcorp Ltd, a company incorporated in England and Wales with company number 13834909, whose registered office is at 16-18 West Street, Rochford, Essex, United Kingdom, SS4 1AJ.

Questcorp Ltd is referred to in the Agreement as Malakai, we, us or our.

Our website is www.getmalakai.com.

You may contact us regarding the Agreement at:

Email: [CUSTOMER SUPPORT EMAIL] Postal address: Questcorp Ltd, 16-18 West Street, Rochford, Essex, United Kingdom, SS4 1AJ.

In the Agreement:

Acceptable Use Policy

means Malakai’s acceptable or fair use policy available at [URL], as amended in accordance with the Agreement.

Account

means the account through which a Customer or Authorised User accesses or administers the Services.

Affiliate

means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Agreement

means these Terms, the applicable Order Form, any Statement of Work, the Service Level Schedule, the Acceptable Use Policy and any other document expressly incorporated into the Agreement.

AI Model

means a machine-learning, generative AI, large language, speech recognition, speech synthesis, embedding, retrieval or other artificial intelligence model used in connection with the Services.

AI Output

means text, speech, audio, recommendations, summaries, classifications, call outcomes, actions, responses or other content generated through the Services.

Applicable Data Protection Law

means all laws applicable to the processing of Personal Data under the Agreement, including, where applicable, the UK GDPR, the Data Protection Act 2018, the EU GDPR, the Privacy and Electronic Communications Regulations 2003 and equivalent privacy, communications and data protection laws in relevant jurisdictions.

Applicable Law

means any law, regulation, regulatory requirement, binding code, court order or legally binding governmental requirement applicable to a party or the Services.

Authorised User

means an employee, contractor or other individual whom the Customer authorises to access the Services on its behalf.

Business Customer

means a Customer acting for purposes relating to its trade, business, craft or profession.

Business Day

means a day other than a Saturday, Sunday or public holiday in England.

Call Data

means recordings, audio, transcripts, telephone numbers, call routing information, call duration, timestamps, caller inputs, AI Outputs, dispositions and other information generated or processed in connection with a call.

Confidential Information

means information disclosed by or on behalf of one party to the other that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Consumer

means an individual acting for purposes wholly or mainly outside that individual’s trade, business, craft or profession.

Credits

means prepaid units purchased by the Customer that may be consumed through use of the Services.

Customer, you or your

means the individual or legal entity that accepts the Agreement, creates an Account, enters into an Order Form or uses the Services.

Customer Content

means all data, audio, recordings, text, documents, files, prompts, scripts, instructions, knowledge-base materials, contact data, Personal Data and other content submitted, uploaded, connected, transmitted or otherwise made available by or on behalf of the Customer through the Services.

Customer Systems

means the Customer’s websites, applications, telephony systems, networks, databases, devices, software and third-party services.

Data Processing Addendum or DPA

means Malakai’s data processing addendum available at [URL] or otherwise entered into between the parties.

Documentation

means the user guides, technical specifications, descriptions and support materials made available by Malakai concerning the Services.

Enterprise Services

means Services provided under a bespoke Order Form, annual commitment, Statement of Work or managed service arrangement.

Fees

means all subscription fees, Credit charges, implementation fees, managed service fees, telephony charges, usage fees, taxes and other sums payable under the Agreement.

Initial Term

means the initial subscription or commitment period specified in the Order Form.

Malakai Technology

means the Services, Platform, software, source code, object code, APIs, models, workflows, interfaces, designs, templates, prompts, system instructions, methods, databases, Documentation, know-how and technology owned, licensed or developed by or for Malakai, excluding Customer Content.

Managed Services

means configuration, implementation, monitoring, optimisation, campaign support, agent management, integration, consultancy or other services performed by Malakai on behalf of the Customer.

Order Form

means an online order, digital checkout, proposal, quotation, order form or other ordering document accepted by the Customer and Malakai.

Personal Data, Controller, Processor, Data Subject and Processing

have the meanings given in Applicable Data Protection Law.

Platform

means the Malakai software platform, dashboards, APIs, interfaces and administration tools.

Renewal Term

means each renewal period following the Initial Term.

Service Level Schedule or SLA

means the service availability and support provisions in Schedule 1.

Services

means the Platform, AI voice agent services, Credits, Managed Services, support, APIs, integrations and other services provided by Malakai under the Agreement.

Statement of Work or SOW

means a document describing particular Managed Services, deliverables, assumptions, dependencies, milestones or charges.

Subscription

means a recurring plan that gives the Customer access to specified Services or an allocation of Credits.

Subscription Term

means the Initial Term together with each Renewal Term.

Third-Party Service

means a product, service, network, API, platform, AI Model, telecommunications service, cloud service or application provided by a third party.

Usage Data

means technical, diagnostic, statistical, performance and analytical information concerning the configuration, operation and use of the Services, but excluding Customer Content in an identifiable form.

An Order constitutes an offer by the Customer to purchase the relevant Services subject to the Agreement.

No Order is binding on Malakai until Malakai: (a) accepts the Order electronically or in writing; (b) activates the relevant Account or Services; or (c) begins performing the relevant Services, whichever occurs first.

The individual accepting an Order or the Agreement on behalf of a Customer warrants that they have authority to bind the Customer.

If there is a conflict between documents forming the Agreement, the following order of precedence applies: (a) the Order Form; (b) the applicable Statement of Work; (c) the Data Processing Addendum, but only in relation to Personal Data; (d) the Service Level Schedule; (e) these Terms; (f) the Acceptable Use Policy; and (g) the Documentation.

A term in an Order Form or SOW overrides these Terms only where it expressly identifies the clause being overridden and states that it takes precedence.

Any purchase order or other document issued by the Customer is for administrative convenience only. Terms contained in or referenced by a Customer purchase order do not form part of the Agreement unless expressly accepted in writing by an authorised representative of Malakai.

Malakai provides a voice-enabled artificial intelligence platform through which Customers may configure or receive AI voice agents capable of handling inbound and outbound voice interactions.

Depending on the relevant plan or Order, the Services may include inbound and outbound telephone connectivity, call routing and ingestion, real-time speech-to-text transcription, contextual retrieval and retrieval-augmented generation, AI-powered response generation, text-to-speech synthesis, call transfer, escalation and workflow functionality, call recordings, transcripts, summaries and analytics, knowledge-base connections, CRM, scheduling, messaging and other integrations, dashboards, reporting and administration tools, self-service agent configuration, Managed Services, and support and maintenance.

The specific Services, limits, features, Credits, telephone numbers, service locations, integrations and support entitlement purchased by the Customer will be set out in the applicable Order Form or plan description.

Malakai may use different Third-Party Services and AI Models to perform different components of the Services. Malakai may also modify the manner in which the Services are delivered, replace a Third-Party Service, update an AI Model, alter its infrastructure or introduce new technologies, provided that the overall core functionality of the purchased Services is not materially reduced during a paid Subscription Term.

Malakai does not guarantee that every feature, language, accent, voice, integration, telephone number, carrier or AI Model will be available in every jurisdiction.

The Customer acknowledges that the performance of the Services may vary depending on audio quality, background noise, speaker accent, tone, language or speech pattern, telephone or internet connectivity, Customer Content and configuration, prompt, workflow and knowledge-base design, third-party availability, the nature and complexity of a caller’s request, and the probabilistic nature of AI Models.

The Customer must provide accurate, complete and up-to-date registration, account and billing information and must promptly update that information where it changes.

The Customer is responsible for: (a) all access to and use of the Services through its Account; (b) all acts and omissions of its Authorised Users; (c) determining which individuals are permitted to access the Services; (d) assigning and maintaining appropriate roles and permissions; (e) ensuring that access rights are limited to what is reasonably necessary for each Authorised User; (f) promptly suspending or removing access where an Authorised User no longer requires access or is no longer authorised by the Customer; and (g) ensuring that all Authorised Users comply with the Agreement.

The Customer must ensure that each Authorised User uses their own unique login credentials. Accounts, passwords and other authentication credentials must not be shared between individuals unless the applicable plan expressly permits shared access.

The Customer must keep all passwords, authentication credentials, API keys, access tokens and other security information secure and confidential and must take reasonable steps to prevent unauthorised access to the Account and the Services.

The Customer must notify Malakai promptly if it becomes aware of or reasonably suspects: (a) unauthorised access to or use of an Account; (b) loss, theft, compromise or disclosure of any credentials, API keys or access tokens; (c) misuse of the Services; (d) any actual or suspected security incident affecting the Account, the Services or Customer Content; or (e) any other event that may compromise the confidentiality, integrity or availability of the Services.

Following any actual or suspected compromise, the Customer must promptly take all reasonable steps requested by Malakai to secure the Account, including resetting credentials, revoking access tokens, disabling affected users and enabling additional authentication controls.

Malakai may require the use of multi-factor authentication, password resets, credential rotation or other reasonable security measures where necessary to protect the Services, the Customer, other customers or third parties.

Malakai may suspend or restrict access to an Account where it reasonably believes that: (a) the Account has been compromised; (b) credentials are being misused; (c) an Authorised User is no longer properly authorised; (d) the Customer has failed to implement reasonable security measures; or (e) continued access creates a material security risk.

The Customer must not permit any person under the age of 18 to create, administer or control an Account.

The Customer may use the Platform on a self-service basis or purchase Managed Services.

Unless an Order Form states otherwise, the Customer is responsible for: (a) configuring its voice agents; (b) preparing scripts, prompts, instructions and workflows; (c) supplying accurate Customer Content; (d) testing agent behaviour before deployment; (e) setting escalation and transfer paths; (f) deciding when human intervention is required; (g) monitoring active use; and (h) maintaining appropriate internal governance.

Where Malakai provides Managed Services: (a) the scope will be set out in an Order Form or SOW; (b) Malakai will perform the Managed Services with reasonable care and skill; (c) the Customer must provide timely information, access, decisions, personnel and cooperation; (d) dates dependent on Customer input will be extended to reflect Customer delay; (e) Malakai may rely on the accuracy and completeness of information supplied by the Customer; and (f) work outside the agreed scope may be charged separately.

Malakai is not responsible for a delay or failure caused by the Customer’s failure to satisfy a dependency, provide approval, supply information or make Customer Systems available.

Unless expressly stated in an SOW, implementation dates, launch dates, forecasts, estimates and project plans are target dates only.

Malakai may treat a deliverable as accepted where: (a) the Customer confirms acceptance; (b) the Customer uses it in production; (c) the Customer does not provide a reasonably detailed rejection notice within five Business Days after delivery; or (d) any notified material non-conformity has been corrected.

A rejection notice must identify the material respect in which the deliverable does not comply with the applicable SOW. Malakai’s obligation will be to use reasonable efforts to correct the non-conformity and resubmit the deliverable.

Changes to an agreed scope, workflow, integration or deliverable may require a written change order, revised timetable and additional Fees.

Certain Services are provided on a Credit consumption basis. The Customer may purchase Credits (a) as a one-off prepaid package, (b) as part of a recurring Subscription, or (c) under an Enterprise Services arrangement.

Credits must be paid for in full before they are allocated to the Customer’s Account and made available for use.

Credit consumption will vary depending on the Services used and may be calculated by reference to factors including (a) call duration and destination, (b) applicable telecommunications and carrier charges, (c) the AI Model selected, (d) speech-to-text and text-to-speech processing, (e) the language, voice or speech settings selected, (f) integrations, workflow actions or external services utilised, (g) the volume of data processed, stored or retrieved, and (h) the applicable Subscription plan, Order Form or pricing schedule.

Malakai may display estimated Credit consumption or projected usage through the Platform. Any such estimate is provided for informational purposes only and Malakai’s system records shall be conclusive in determining actual Credit consumption and any associated charges, except in the case of manifest error.

Unless expressly stated otherwise in the applicable Order Form, (a) Credits are allocated solely to the Customer’s Account and are non-transferable, (b) Credits have no cash value and cannot be redeemed or exchanged for money, (c) Credits may not be sold, assigned, sublicensed, traded or otherwise transferred, (d) Credits purchased for one Account may not be used in connection with any other Account, and (e) unused or expired Credits are non-refundable.

Unless otherwise specified in the applicable Order Form or Subscription plan, (a) one-off Credits expire 12 months after the date of purchase, and (b) Credits included within a recurring monthly Subscription expire at the end of the relevant billing period and will not roll over into any subsequent billing period unless the applicable Subscription expressly provides otherwise.

The Customer is solely responsible for monitoring its available Credit balance and purchasing sufficient additional Credits to ensure the uninterrupted availability of any Credit-dependent Services.

Malakai may suspend, restrict or disable any Credit-dependent functionality where (a) the Customer’s available Credit balance is exhausted or insufficient, (b) payment for additional Credits has not been successfully received, or (c) continued use would result in an unauthorised negative Credit balance.

Where the Customer enables the auto-recharge functionality, the Customer authorises Malakai to automatically charge the nominated payment method for the agreed recharge amount whenever the available Credit balance reaches the Customer’s selected threshold.

Malakai may implement reasonable technical controls, including session limits, concurrency limits, API limits, rate limits, storage limits and other usage controls, where reasonably necessary to (a) protect the security, integrity or stability of the Services, (b) manage system capacity and performance, (c) prevent abuse or excessive use, (d) comply with applicable supplier, carrier or regulatory requirements, or (e) enforce the Customer’s Subscription plan and the Fair Use Policy.

The Customer must not attempt to manipulate, circumvent or interfere with any Credit calculation methodology, usage meter, billing mechanism or technical restriction implemented by Malakai.

Malakai reserves the right to correct any Credits that have been mistakenly allocated to or deducted from the Customer’s Account and to make any corresponding adjustment to the Customer’s Credit balance or account charges where reasonably necessary to rectify such error.

Unless otherwise specified in the applicable Order Form, a monthly self-service Subscription commences on the date specified during the ordering process and continues on a rolling monthly basis until terminated in accordance with this Agreement.

Unless the applicable Order Form provides otherwise, the Customer may terminate a monthly Subscription by giving Malakai not less than 30 days’ prior written notice through the Customer Account or by email to [EMAIL].

A cancellation notice will take effect at the end of the first billing period commencing at least 30 days after Malakai receives the Customer’s notice, and the Subscription will remain active, with all applicable Fees continuing to accrue, until that date.

Subject to clause 16 and any mandatory rights afforded to a Consumer under Applicable Law, all Fees paid or payable in respect of the current billing period are non-refundable and the Customer shall remain responsible for all charges incurred up to the effective date of termination.

Enterprise Services, Managed Services and any other fixed-term Services are subject to the Initial Term specified in the applicable Order Form. Unless expressly agreed otherwise, the minimum Initial Term for a bespoke Managed Services engagement shall be 12 months.

Upon expiry of the Initial Term, the applicable Enterprise Services shall automatically renew (a) for the Renewal Term specified in the relevant Order Form, or (b) where no Renewal Term is specified, for successive renewal periods equal in length to the Initial Term, unless either party gives the other not less than 30 days’ prior written notice of its intention not to renew before the expiry of the then-current term.

Unless expressly permitted by the applicable Order Form, the Customer may not terminate an Enterprise Services commitment for convenience during the Initial Term or any Renewal Term and shall remain liable for all Fees payable in respect of the applicable committed term.

The Customer’s decision to cease using the Services, disable or remove integrations, stop making or receiving calls, or otherwise discontinue use of the Services shall not constitute termination of this Agreement or relieve the Customer of its obligation to pay any Fees, Charges or other amounts that have accrued or become payable under the Agreement.

The Customer shall pay the Fees and any other charges specified in the applicable Order Form, Subscription plan, pricing page, online checkout or otherwise agreed in writing between the parties.

Unless expressly stated otherwise in the Agreement or the applicable Order Form, all Fees are (a) payable in pounds sterling (£), unless Malakai agrees in writing to accept payment in another currency, (b) exclusive of VAT and any other applicable taxes, duties or governmental charges, which shall be payable by the Customer in addition where applicable, (c) non-cancellable and non-refundable except as expressly provided in this Agreement or required by Applicable Law, and (d) payable in full without any set-off, deduction, counterclaim or withholding, except where such deduction or withholding is required by law.

Subscription Fees, prepaid Credits, implementation charges, usage charges payable in advance and any other Fees identified as being payable in advance must be paid in full before the relevant Services, Credits or functionality are made available to the Customer.

Where Malakai agrees to accept payment in a currency other than pounds sterling, the Customer shall pay (a) the sterling equivalent calculated using the exchange rate applied by Malakai’s payment provider or banking institution at the time of processing, together with (b) any disclosed foreign exchange, banking, payment processing or similar charges applicable to the transaction.

The Customer authorises Malakai and its payment service providers to charge the Customer’s nominated payment method for all amounts becoming due under the Agreement, including recurring Subscription Fees, auto-recharge transactions, usage charges, overage charges, taxes and any other Fees properly payable by the Customer.

The Customer shall maintain complete, accurate and up-to-date billing, payment and contact details throughout the Subscription Term and shall promptly notify Malakai of any changes affecting payment or invoicing.

Unless otherwise specified in the applicable Order Form, (a) Fees relating to online purchases, self-service Subscriptions, prepaid Credits and other online transactions are due immediately upon purchase, and (b) invoices issued for Enterprise Services, Managed Services or other business arrangements are payable within fourteen (14) days of the invoice date.

The Customer shall notify Malakai of any genuine dispute relating to an invoice within ten (10) Business Days of the invoice date, providing reasonable details of the disputed amount and the reasons for the dispute. Failure to do so shall not prevent the Customer from subsequently raising a dispute where required by Applicable Law, but any undisputed amount shall remain payable in accordance with the applicable payment terms.

If any amount payable under this Agreement remains overdue, Malakai may, without prejudice to any other rights or remedies available to it, (a) charge interest on the overdue amount from the due date until payment is received in full at the rate of four per cent (4%) per annum above the prevailing Bank of England base rate, or such higher rate as may be recoverable under applicable legislation, (b) recover all reasonable costs incurred in collecting the outstanding debt, including legal and debt recovery costs, (c) suspend or restrict all or part of the Services upon giving reasonable prior notice to the Customer, and (d) terminate this Agreement in accordance with clause 25.

Any suspension or restriction of the Services under this Agreement shall not relieve the Customer of its obligation to pay any Fees or other amounts that have accrued or become payable prior to or during the period of suspension.

Where the Customer exceeds any usage allowance, included entitlement or Credit allocation applicable to its Subscription, Malakai may, at its discretion, (a) charge the applicable overage rates set out in the relevant pricing schedule or Order Form, (b) require the Customer to purchase additional Credits, or (c) require the Customer to upgrade to a Subscription plan better suited to the Customer’s usage profile.

Malakai may change its list prices, Credit rates, usage rates and plan structure from time to time. Price changes will not affect a prepaid fixed-price period already purchased, except: (a) usage outside the fixed commitment; (b) third-party pass-through charges expressly identified in the Order Form; or (c) where the Agreement expressly permits an adjustment.

For monthly rolling Services, Malakai may increase Fees by giving at least 30 days’ written notice. The new Fees will apply from the next billing period beginning after the notice period has expired.

For Enterprise Services, Malakai may increase recurring Fees on each anniversary of the applicable Order by a percentage equal to the Bank of England base rate prevailing on the notice date plus seven percentage points.

Malakai may also adjust Fees on reasonable notice to reflect a material increase in costs imposed by an AI, telecommunications, cloud, infrastructure, data or other material Third-Party Service provider. Where a third-party cost increase applies specifically to the Customer’s usage, region, telephone route, selected model or configuration, Malakai may pass through that increase on a proportionate basis.

If a price increase under clause 11.4 would increase the Customer’s committed recurring Fees by more than 15% during a fixed term, the Customer may terminate the materially affected Service by giving notice within 14 days after receiving the increase notice. Termination will take effect immediately before the increase applies. This termination right does not apply to taxes, foreign exchange movements, usage exceeding agreed allowances, customer-requested upgrades or changes, or charges that the Order Form states are variable or pass-through charges.

For a Consumer, any price increase applies only to a future renewal or as otherwise permitted by mandatory law. A Consumer may cancel before the increase takes effect without paying a termination charge.

The Customer shall use the Services only for lawful purposes and in accordance with this Agreement, the Documentation and all Applicable Laws. The Customer is responsible for ensuring that all Customer Content uploaded to or processed through the Services is accurate, lawful and appropriate, and that it has obtained and maintains all rights, licences, permissions, consents and other authorisations necessary for Malakai and its subprocessors to access, host, transmit, store, process and otherwise use the Customer Content for the purpose of providing the Services.

The Customer shall provide all notices, disclosures and information required by Applicable Law to individuals interacting with the Services, including where those individuals are communicating with an AI voice agent, and shall obtain all legally required consents for calls, recordings, monitoring, transcription, automated processing, analytics, direct marketing and any other regulated activity undertaken through the Services.

The Customer is responsible for implementing appropriate governance over its use of the Services, including maintaining adequate human oversight, testing and monitoring AI workflows, implementing suitable escalation procedures, responding promptly to complaints, unsubscribe requests, opt-out requests and data subject rights requests, maintaining accurate suppression and do-not-contact lists, ensuring outbound campaigns display lawful and accurate caller identification, securing its Customer Systems and integrations, and cooperating fully with any reasonable investigation undertaken by Malakai into suspected misuse of the Services.

The Customer is solely responsible for determining whether the Services are suitable for its intended use case and lawful in each jurisdiction in which they are used, including assessing whether any additional contractual, regulatory or technical safeguards are required.

The Customer shall not represent or imply that (a) an AI voice agent is a human where disclosure is required by Applicable Law, (b) any AI Output has been independently verified where it has not, (c) Malakai has approved, endorsed or certified the Customer, its products, services or statements, or (d) Malakai is the supplier or provider of the Customer’s underlying products or services.

Where required by Applicable Law, applicable industry standards, the nature of the Customer’s use case or Malakai’s reasonable instructions, the Customer shall ensure that individuals interacting with the Services have access to an appropriate human representative or other suitable escalation mechanism.

The Customer is responsible for maintaining appropriate backups of its Customer Content, Customer Systems and any other information necessary for its business continuity.

The Customer acknowledges that telephone communications, automated calling, direct marketing, call recording, transcription and AI-assisted communications are regulated differently across jurisdictions and is solely responsible for ensuring that its use of the Services complies with all Applicable Laws, regulatory requirements and applicable industry codes, including those relating to (a) consent to contact individuals, (b) automated or prerecorded communications, (c) direct marketing, (d) telephone preference and do-not-call registers, (e) calling times and frequency, (f) caller identification, (g) call recording, monitoring and transcription, (h) employee monitoring, (i) disclosure that an individual is interacting with AI where required, (j) telecommunications licensing, (k) healthcare, financial services and other regulated sectors, and (l) consumer protection laws.

The Customer must provide all notices and obtain all consents, permissions and authorisations required by Applicable Law before making, recording, monitoring or transcribing any communication through the Services.

The Customer must not use the Services to (a) contact individuals without the required lawful basis or consent, (b) continue contacting individuals who have opted out, (c) conceal or falsify caller identification, (d) conduct unlawful robocalling, spam or automated campaigns, (e) make abandoned or silent calls in breach of Applicable Law, (f) harass or intimidate recipients, (g) make emergency service calls unless expressly authorised by Malakai, or (h) interfere with emergency services or telecommunications networks.

Malakai may implement reasonable technical and operational safeguards, including call limits, rate limits, geographic restrictions, caller verification and campaign controls, and may suspend any telephone number, campaign or Account where it reasonably believes the Customer’s activities create legal, regulatory, security, carrier or reputational risk.

The Customer shall promptly provide any information reasonably requested by Malakai, a telecommunications provider or regulator in connection with the Customer’s use of the Services. Telephone numbers supplied through the Services remain subject to third-party carrier rules and do not become the Customer’s property. Malakai may replace, withdraw or reassign any telephone number where reasonably required by a carrier, regulator, Applicable Law or operational necessity.

The Customer acknowledges that the Services use artificial intelligence technologies and that AI-generated outputs are probabilistic in nature. AI Output may be inaccurate, incomplete, misleading, inconsistent, biased or otherwise unsuitable for the Customer’s intended purpose.

Accordingly, Malakai does not warrant that any AI Output will be accurate, complete, error-free, unique, non-infringing, suitable for a particular purpose or compliant with sector-specific legal or regulatory requirements, and AI Output should not be treated as a substitute for professional advice or independent human judgement.

The Customer is solely responsible for (a) all prompts, scripts, workflows and Customer Content submitted to the Services, (b) reviewing, testing and verifying AI Output before relying on it, particularly where it may affect legal, financial, healthcare, employment or other material decisions, (c) all decisions, actions and communications made using the Services, and (d) ensuring appropriate human oversight and correcting any inaccurate or misleading AI Output.

The Customer must not use the Services as the sole basis for decisions producing legal or similarly significant effects concerning an individual unless such use is lawful, appropriately governed and expressly approved by Malakai in writing.

Malakai may implement content filters, safety controls and other technical safeguards and may refuse, suspend, filter or terminate any prompt, workflow, interaction or AI Output where reasonably necessary to protect individuals, the Services or third parties or to comply with Applicable Law.

Unless expressly agreed otherwise in writing, the Services are not designed or approved for use as (a) a medical device or clinical decision support system, (b) an emergency response or dispatch service, (c) a regulated financial or legal advice service, (d) a credit or employment decision-making system, (e) a biometric identification system, or (f) any other safety-critical or high-risk system.

The Customer must not use, or permit any person to use, the Services (a) in breach of the Agreement or Applicable Law, (b) for any unlawful, fraudulent, deceptive or misleading purpose, (c) to generate or distribute spam, unsolicited communications or abusive automated calls, (d) to impersonate another person or misrepresent identity or affiliation, (e) to harass, threaten, intimidate, exploit or discriminate unlawfully against any individual, (f) to create, promote or facilitate illegal, harmful or offensive content, including child sexual abuse material, human trafficking, terrorism or violent extremism, (g) to infringe any intellectual property, privacy, confidentiality or other third-party rights, (h) to collect or process Personal Data unlawfully, (i) to interfere with, disrupt, damage, reverse engineer, test or circumvent the security, integrity or availability of the Services, (j) to access another customer’s data or evade usage, payment or security controls, (k) to train or develop a competing product or benchmark the Services without Malakai’s prior written consent, (l) for emergency response, autonomous medical, legal, financial, credit or other high-risk decision-making without appropriate authorisation and human oversight, or (m) in any manner reasonably likely to expose Malakai, its providers, carriers or any third party to legal, regulatory, security, financial or reputational risk. Malakai may investigate any suspected breach of this clause and may preserve, access or disclose relevant information where permitted or required by Applicable Law. A material breach of this clause entitles Malakai to suspend or terminate the Services immediately without prejudice to any other rights or remedies available to it.

The Services incorporate and rely upon Third-Party Services, including telecommunications providers, cloud hosting providers, AI Model providers, speech recognition providers, text-to-speech providers, payment providers and other technology or integration partners. Such providers may process Customer Content only to the extent necessary to provide the relevant functionality. Malakai may use providers including but not limited to Twilio, Amazon Web Services, Deepgram, Voyage AI, Anthropic, OpenAI, Google, ElevenLabs and any replacement or additional providers from time to time.

The Customer acknowledges that Third-Party Services are outside Malakai’s reasonable control and that their functionality, availability, pricing and terms may change, vary by jurisdiction or be interrupted. Where the Customer connects its own third-party account, the Customer authorises Malakai to access that account as necessary to provide the Services and remains solely responsible for its relationship, subscriptions and obligations with that provider.

Malakai shall not be responsible for the acts, omissions or failures of any Third-Party Service except to the extent directly caused by Malakai’s breach of this Agreement or where liability cannot lawfully be excluded. If a Third-Party Service becomes unavailable, unlawful or commercially impracticable, Malakai may replace the provider, modify or suspend the affected functionality or terminate the affected Service and refund any prepaid Fees relating to the period after termination.

Malakai will use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement set out in Schedule 1. The availability commitment applies only to the production Platform components controlled by Malakai and excludes any Excluded Downtime specified in Schedule 1.

Subject to Schedule 1, the Customer’s sole and exclusive financial remedy for any failure to meet the applicable availability commitment shall be the service credit or refund expressly provided for in the Service Level Agreement, except where such limitation is prohibited by Applicable Law.

Unless otherwise stated in Schedule 1, any service credit (a) is calculated by reference to the affected recurring Subscription Fees, (b) cannot exceed the Fees paid for the affected Service during the relevant measurement period, (c) has no cash value except where a refund is expressly provided, (d) will be applied against future Fees, and (e) must be claimed within 30 days after the end of the applicable measurement period.

Malakai may perform scheduled or emergency maintenance and will use reasonable efforts to provide advance notice of scheduled maintenance likely to materially affect the availability of the Services.

Support Services shall be provided in accordance with the Customer’s Subscription plan and the Service Level Agreement.

Malakai may make available beta, preview, trial, experimental or free Services from time to time. Such Services are provided for evaluation purposes only and may (a) be incomplete, unstable or subject to errors, (b) be modified, suspended or withdrawn at any time without notice, (c) be subject to reduced or no support, (d) fall outside the scope of any Service Level Agreement, and (e) result in interruptions or loss of data. To the fullest extent permitted by Applicable Law, beta, trial and free Services are provided “as is” and without warranties of any kind. Malakai may impose additional terms, eligibility criteria or usage restrictions on such Services at any time.

As between the parties, the Customer retains all right, title and interest in and to the Customer Content. The Customer grants Malakai and its subcontractors a worldwide, non-exclusive, royalty-free licence for the duration of the Agreement to host, copy, store, transmit, adapt, process and otherwise use the Customer Content solely to (a) provide, maintain and improve the Services, (b) comply with the Customer’s instructions, (c) investigate or resolve technical, security or legal issues, (d) enforce this Agreement, and (e) comply with Applicable Law.

The Customer warrants that it owns, or has obtained, all rights, permissions, licences and legal bases necessary for Malakai to process the Customer Content in accordance with this Agreement, and that such processing will not infringe any third-party rights or Applicable Law.

Malakai is under no obligation to monitor Customer Content but may remove, suspend or restrict access to any Customer Content that it reasonably believes breaches this Agreement, Applicable Law or the rights of any third party.

The Customer must not submit special category data, criminal offence data, children’s data, payment card data or other highly sensitive information unless (a) the relevant use is supported by the Services, (b) Malakai has expressly agreed in writing where required, (c) appropriate technical and organisational safeguards have been implemented, and (d) the processing complies with Applicable Law.

Unless expressly approved as part of a PCI-compliant workflow, the Customer must not submit payment card authentication data, security codes or full magnetic stripe data through the Services.

Any transcripts, summaries or other outputs generated from Customer Content that specifically relate to the Customer or its callers shall form part of the Customer Content, subject always to Malakai’s ownership of the underlying Platform, software, models, algorithms and other Malakai Technology.

Malakai may collect, generate and use Usage Data to (a) operate, secure, maintain and support the Services, (b) diagnose faults and monitor performance, (c) prevent fraud, abuse and security incidents, (d) develop, improve and optimise the Services, (e) produce aggregated analytics and business insights, and (f) manage capacity, pricing and service planning.

Malakai may use Customer Content to improve the Services only where (a) the information has been aggregated or de-identified so that it no longer identifies the Customer or any individual, (b) the Customer has expressly agreed, or (c) another lawful basis and contractual permission applies.

Unless expressly agreed otherwise by the Customer, Malakai will not use identifiable Customer Content to train any general-purpose AI model made available to unrelated third parties. Nothing in this clause prevents Malakai from (a) processing Customer Content to generate AI Output, (b) using Customer-specific information to configure or improve the Services solely for that Customer, (c) reviewing limited Customer Content for support, security or abuse prevention, or (d) using aggregated, anonymised or de-identified information.

The Customer may provide feedback, suggestions or enhancement requests relating to the Services. The Customer grants Malakai a perpetual, irrevocable, worldwide, royalty-free licence to use such feedback without restriction, provided Malakai does not publicly identify the Customer without its prior consent.

Each party shall comply with Applicable Data Protection Law in connection with its performance of this Agreement.

The parties acknowledge that, depending on the relevant processing activity, (a) the Customer will generally act as Controller and Malakai as Processor in relation to Personal Data processed through calls, recordings, transcripts, Customer Content and customer-configured workflows, (b) Malakai will act as an independent Controller in relation to account administration, billing, fraud prevention, service security, legal compliance and its own business operations, and (c) the parties may act as separate Controllers where appropriate.

Where Malakai processes Personal Data on the Customer’s behalf as Processor, the Data Processing Addendum shall apply. The Customer remains responsible for establishing a lawful basis for processing, providing privacy notices, obtaining any required consents, responding to Data Subject requests, determining retention periods, configuring recording and retention settings, and ensuring that its instructions are lawful.

The Customer authorises Malakai to engage subprocessors and make international transfers of Personal Data in accordance with the Data Processing Addendum. The Customer must not instruct Malakai to process Personal Data unlawfully, and Malakai may suspend any processing it reasonably believes would breach Applicable Data Protection Law until a lawful alternative has been agreed.

Further information about how Malakai processes Personal Data in its capacity as an independent Controller is set out in Malakai’s Privacy Policy.

Malakai will maintain appropriate technical and organisational measures designed to protect Customer Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. Such measures may include encryption, access controls, identity and access management, logging and monitoring, vulnerability management, backup and recovery procedures, incident response processes and other security controls appropriate to the Services.

The Customer acknowledges that no internet-based service can be guaranteed to be completely secure and that Malakai does not warrant that unauthorised access or security incidents will never occur.

The Customer remains responsible for the security of its own systems, devices, users, credentials, API keys, integrations and configurations, and for ensuring that appropriate access controls and security awareness measures are maintained within its organisation.

The Customer must not conduct penetration testing, vulnerability scanning or other security testing of the Services without Malakai’s prior written consent and must report any suspected security vulnerability responsibly and without public disclosure until Malakai has had a reasonable opportunity to investigate and remediate the issue.

Further information regarding Malakai’s security practices may be set out in its Security Schedule or other security documentation made available to Customers.

Malakai and its licensors retain all Intellectual Property Rights in and to the Services, the Platform, Malakai Technology, Documentation, system architecture, workflows, templates, connectors, improvements, Usage Data and all related derivative works.

Subject to the Customer paying all applicable Fees and complying with this Agreement, Malakai grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence during the Subscription Term to access and use the Services solely for the Customer’s internal business purposes.

Except as expressly permitted by this Agreement, the Customer must not (a) sell, resell, sublicense, distribute or commercially exploit the Services, (b) operate the Services as a service bureau or provide access to unrelated third parties, (c) copy, modify, reverse engineer or create derivative works from the Services or Malakai Technology except where prohibited by law, (d) remove proprietary notices, or (e) use the Services or Malakai Technology to develop or support a competing product or service.

Any reseller, white-label or agency arrangement requires Malakai’s prior written approval under a separate agreement.

As between the parties, the Customer retains ownership of its Customer Content and customer-specific branding, while Malakai retains ownership of the underlying Platform, software, AI models, workflows, prompts, methodologies, templates, know-how and all other Malakai Technology. Unless expressly agreed otherwise, the Customer’s right to use any customer-specific configuration or workflow exists only for so long as it continues to subscribe to the relevant Services.

Except for the limited licence expressly granted under this Agreement, no Intellectual Property Rights are transferred or licensed to the Customer by implication, estoppel or otherwise.

Each party receiving Confidential Information must (a) keep it confidential and protect it using at least reasonable care, (b) use it only for exercising its rights and performing its obligations under this Agreement, and (c) disclose it only to its employees, professional advisers, Affiliates and subcontractors who need to know it and who are bound by confidentiality obligations no less protective than those contained in this Agreement.

Confidential Information does not include information which the receiving party can demonstrate (a) is or becomes publicly available other than through a breach of this Agreement, (b) was lawfully known before disclosure without restriction, (c) is lawfully obtained from a third party without confidentiality obligations, or (d) is independently developed without reference to the disclosing party’s Confidential Information.

A party may disclose Confidential Information where required by Applicable Law, a court or a regulatory authority, provided that, where legally permitted, it gives the other party reasonable prior notice and reasonable assistance.

Customer Content constitutes the Customer’s Confidential Information. The Services, Platform, Documentation, pricing, security information, software, architecture, AI models, workflows and other non-public information relating to the Services constitute Malakai’s Confidential Information.

The obligations in this clause survive termination of the Agreement for five (5) years, except in relation to trade secrets and Personal Data, which shall remain protected for so long as they retain that status.

Malakai may suspend or restrict all or part of the Services immediately where reasonably necessary because (a) Fees remain overdue, (b) the Customer has insufficient Credits, (c) the Customer breaches this Agreement, (d) the Customer’s use creates a legal, regulatory or security risk, (e) Malakai reasonably suspects fraud, abuse or unlawful activity, (f) a provider, carrier, regulator or governmental authority requires suspension, (g) suspension is necessary to protect the Services, Malakai, other customers or third parties, or (h) suspension is otherwise required to comply with Applicable Law.

Where reasonably practicable, Malakai will notify the Customer of the suspension, the reasons for it and the steps required to restore access. Malakai will use reasonable efforts to limit any suspension to the affected Services.

A lawful suspension shall not constitute a breach of this Agreement, extend the Subscription Term or relieve the Customer of its obligation to pay any Fees. Malakai may charge reasonable reactivation costs where suspension results from the Customer’s breach or non-payment.

Either party may terminate this Agreement immediately by written notice if the other party (a) commits a material breach which cannot be remedied, (b) commits a material breach capable of remedy and fails to remedy it within fourteen (14) days after receiving written notice, (c) repeatedly breaches this Agreement in a manner demonstrating an unwillingness or inability to comply, (d) becomes insolvent or ceases, or threatens to cease, carrying on business, or (e) is otherwise prohibited by Applicable Law from continuing this Agreement.

Malakai may terminate this Agreement immediately where (a) the Customer’s use of the Services is unlawful, fraudulent or materially abusive, (b) the Customer materially breaches clauses 12, 13 or 14, (c) continued provision of the Services would expose Malakai or its providers to material legal, regulatory or security risk, (d) any undisputed payment remains overdue for more than fourteen (14) days, or (e) the Customer resells, sublicenses or white-labels the Services without Malakai’s prior written consent.

Malakai may terminate any beta, trial or free Service at any time. Malakai may also discontinue any paid Service for convenience on at least sixty (60) days’ written notice, in which case it will refund any prepaid recurring Fees relating to the period after the termination date.

Upon termination or expiry of this Agreement (a) the Customer’s right to access and use the Services immediately ceases, (b) all outstanding Fees become immediately due and payable, (c) any unused Credits expire, subject to mandatory rights under Applicable Law or any express provision in the applicable Order Form, (d) Malakai may disable Accounts, telephone numbers, integrations and workflows, and (e) each party must cease using the other party’s Confidential Information, subject to any legal or regulatory retention obligations.

Termination does not affect any rights, remedies, liabilities or payment obligations accrued before the termination date.

Where this Agreement is terminated because of Malakai’s uncured material breach, Malakai will refund any prepaid recurring Fees relating to the period after termination. Where termination results from the Customer’s breach, or the Customer terminates without a contractual right, no refund shall be payable and the Customer shall remain liable for any committed Fees due for the remainder of the applicable contractual term.

Subject to Applicable Law and payment of all undisputed Fees, the Customer may export its Customer Content using the Platform during the thirty (30) day period following termination. Thereafter, Malakai may delete Customer Content in accordance with its retention policies and the Data Processing Addendum, except where retention is required by Applicable Law.

Any provision which by its nature is intended to survive termination shall continue in full force and effect, including provisions relating to payment, confidentiality, intellectual property, liability, indemnities and governing law.

Malakai warrants that (a) it has the authority to enter into and perform this Agreement, (b) it will provide the paid Services with reasonable skill and care and substantially in accordance with the applicable Documentation, and (c) any Managed Services will be performed with reasonable skill and care. If Malakai breaches this clause, it will use commercially reasonable efforts to correct or reperform the affected Services or, where that is not commercially practicable, terminate the affected Services and refund any prepaid recurring Fees relating to the period after termination. This is the Customer’s exclusive remedy for breach of this clause.

Except as expressly stated in this Agreement, and to the fullest extent permitted by Applicable Law, the Services are provided “as is” and “as available”. Malakai does not warrant that the Services or any AI Output will be uninterrupted, error-free, accurate, complete, suitable for every use case or compliant with laws specific to the Customer’s business.

For Business Customers, all warranties, conditions and other terms implied by statute, common law or otherwise, including those relating to satisfactory quality and fitness for purpose, are excluded to the fullest extent permitted by Applicable Law. Nothing in this Agreement excludes any rights that cannot lawfully be excluded in relation to Consumers.

The Customer shall indemnify and keep indemnified Malakai, its Affiliates and their respective officers, employees and contractors against all losses, liabilities, damages, regulatory penalties, costs and reasonable legal expenses arising out of any third-party claim or regulatory action resulting from (a) the Customer Content, (b) the Customer’s products, services, calls, campaigns or communications, (c) the Customer’s failure to obtain any required consent or comply with Applicable Law, (d) any unlawful, misleading or infringing scripts, prompts, instructions or use of AI Output, (e) the Customer’s breach of this Agreement, or (f) any act or omission of the Customer or its Authorised Users.

This indemnity does not apply to the extent that the relevant claim results directly from Malakai’s breach of this Agreement, negligence or wilful misconduct. Malakai shall (a) notify the Customer promptly upon becoming aware of an indemnified claim, (b) permit the Customer to control the defence and settlement of the claim, and (c) provide reasonable assistance at the Customer’s expense. The Customer must not settle any claim in a manner that admits liability on behalf of, imposes obligations upon or otherwise prejudices Malakai without Malakai’s prior written consent.

Nothing in this Agreement excludes or limits either party’s liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, (c) any liability which cannot lawfully be excluded or limited, or (d) the Customer’s obligation to pay Fees due under this Agreement.

Subject to clause 30.1, Malakai shall not be liable to a Business Customer for any (a) loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation or business opportunity, (b) loss, corruption or restoration of data, (c) wasted management or staff time, (d) cost of obtaining substitute services, or (e) indirect, consequential, special or punitive loss or damage.

Subject to clause 30.1, Malakai shall not be liable for any loss arising from (a) AI Output or the Customer’s reliance upon it, (b) Customer Content, configurations or instructions, (c) the Customer’s failure to implement appropriate safeguards or comply with Applicable Law, (d) Third-Party Services, telecommunications or internet failures, (e) unauthorised use of Customer credentials, unsupported integrations or modifications, (f) any suspension permitted under this Agreement, or (g) any Force Majeure Event.

Subject to clause 30.1, Malakai’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed one hundred per cent (100%) of the Fees paid or payable by the Customer under the affected Order during the twelve (12) months preceding the event giving rise to the claim. Where the claim arises during the first twelve (12) months of an Order, the liability cap shall be the greater of (a) the Fees paid or payable up to that date, and (b) the recurring Fees payable during the first twelve (12) months of the affected Order, excluding variable usage charges.

All claims arising from the same or a series of connected events shall be treated as a single claim. The limitations in this clause reflect the parties’ agreed allocation of risk and the Fees charged for the Services.

Nothing in this Agreement limits or excludes any statutory rights available to a Consumer.

Each party shall maintain insurance appropriate to its business, the Services it provides and its obligations under this Agreement. Upon reasonable request, either party shall provide evidence of such insurance, subject to any applicable confidentiality obligations.

This clause applies only where the Customer is a Consumer. Nothing in this Agreement excludes or limits any mandatory rights available to a Consumer under Applicable Law. Where any provision of this Agreement conflicts with those rights, the mandatory statutory provisions shall prevail.

Where required by Applicable Law, Malakai will provide Consumers with all mandatory pre-contract information, including details of the Services, pricing, payment arrangements, contract duration, cancellation rights and technical functionality.

Where a Consumer enters into a distance contract, the Consumer may have a statutory right to cancel within fourteen (14) days, unless an exception applies. If the Consumer requests that the Services begin during that period, the Consumer acknowledges that (a) the Services may commence immediately, and (b) Malakai may charge for any Services provided before cancellation to the extent permitted by Applicable Law.

Any provisions relating to automatic renewal, suspension, termination, liability, indemnities or non-refundable Fees apply to Consumers only to the extent permitted by Applicable Law.

The Customer confirms that where it purchases the Services primarily for business purposes, it does so as a Business Customer and not as a Consumer.

Malakai may update this Agreement, the Documentation, Acceptable Use Policy, Privacy Policy, Data Processing Addendum, Service Level Agreement or other related policies from time to time.

Malakai may make changes immediately where reasonably necessary to (a) comply with Applicable Law, regulatory guidance or a Third-Party Service requirement, (b) address security, operational or abuse-related issues, (c) correct errors, or (d) introduce changes that do not materially reduce the Customer’s rights.

Where a material change adversely affects a paid Subscription, Malakai will provide at least thirty (30) days’ prior notice. If the change materially affects a monthly Subscription, the Customer may terminate the affected Service before the change takes effect. For fixed-term Services, any material change will ordinarily apply on renewal unless earlier implementation is reasonably necessary for legal, security or operational reasons.

Continued use of the Services after an update takes effect constitutes acceptance of the revised terms, except where Applicable Law requires express consent.

Neither party may use the other party’s name, logo or trademarks in any public announcement, marketing or promotional material without the other party’s prior written consent, except where expressly agreed in an Order Form or required by Applicable Law. Either party may issue a press release relating to this Agreement only with the prior written approval of the other party.

Each party shall comply with all Applicable Laws in performing its obligations under this Agreement.

Without limiting clause 35.1, the Customer is responsible for complying with all laws applicable to its use of the Services, including those relating to anti-bribery and corruption, sanctions, export controls, modern slavery, telecommunications, direct marketing, consumer protection, data protection and any industry-specific regulatory requirements.

The Customer must not use the Services in or for the benefit of any person, entity or jurisdiction subject to applicable sanctions or legal restrictions.

Malakai may carry out reasonable identity, business, sanctions, fraud and use-case verification, and the Customer shall promptly provide any information reasonably requested for compliance purposes.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by an event beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, governmental action, labour disputes, failures of telecommunications, internet, cloud or utility services, cyberattacks, fire, flood, severe weather or changes in Applicable Law.

The affected party shall use reasonable efforts to minimise the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

A Force Majeure Event does not relieve the Customer of its obligation to pay Fees for Services already provided.

If a Force Majeure Event prevents a material part of the Services from being provided for more than sixty (60) consecutive days, either party may terminate the affected Services by written notice. Where Malakai terminates a prepaid Service under this clause, it will refund any prepaid recurring Fees relating to the period after the effective termination date.

Notices concerning breach, termination, indemnity or legal proceedings must be in writing and sent: by email to the legal notice address specified in the Order Form; and in the case of a notice to Malakai, to [EMAIL].

A notice is deemed received: (a) if delivered by hand, when delivered; (b) if sent by prepaid next-Business-Day delivery within the United Kingdom, at 9:00 am on the second Business Day after posting; and (c) if sent by email, when transmitted without an automated delivery failure, provided that an email sent outside 9:00 am to 5:00 pm on a Business Day is deemed received at 9:00 am on the next Business Day.

Routine operational notices may be sent through the Platform, Account, support system or billing email.

The Customer may not assign, transfer, charge, subcontract or deal with its rights or obligations under the Agreement without Malakai’s prior written consent.

Malakai may assign or transfer the Agreement: to an Affiliate; as part of a merger, reorganisation, financing, sale of business or sale of substantially all relevant assets; or to a successor to the Malakai business.

Malakai may subcontract performance of the Services, but remains responsible for its subcontractors to the extent stated in the Agreement.

The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship or agency. Neither party has authority to bind the other.

Except as expressly stated in the Agreement, a person who is not a party has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999. Malakai’s Affiliates and personnel may rely on exclusions and limitations expressed for their benefit. The parties may amend or terminate the Agreement without the consent of a third party.

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, representations and agreements relating to that subject matter. Each party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement, except that nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy. Any waiver shall be effective only if made in writing and shall apply only to the specific circumstances for which it is given.

If any provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted without affecting the validity or enforceability of the remaining provisions.

Headings are included for convenience only and do not affect the interpretation of this Agreement. Words importing the singular include the plural and vice versa, references to “including”, “include” or similar expressions are illustrative and not limiting, and references to writing include email unless this Agreement expressly requires another form of communication.

If this Agreement is translated into another language, the English language version shall prevail to the extent of any inconsistency.

This Agreement and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

Subject to clause 43.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

Nothing in this Agreement affects any mandatory rights of a Consumer to bring proceedings before the courts of the part of the United Kingdom in which the Consumer resides or before any other court of competent jurisdiction where required by Applicable Law.