Terms of Service

1. Who we are and what these terms cover

1.1 These Terms of Service (the "Terms") form a binding agreement between:

and the legal entity that subscribes to or uses the Service ("Customer", "you", "your").

1.2 "Service" means Sumgate Signal, our deal intelligence application, together with any related documentation, integrations, APIs and support that we make available to you.

1.3 You accept these Terms by whichever happens first: signing an Order Form or written quotation that references them; clicking to accept them; or accessing or using the Service.

1.4 Order of precedence. If there is a conflict between documents, the following order applies, from highest to lowest: (a) a mutually signed Order Form or master agreement; (b) the Data Processing Agreement; (c) these Terms; (d) any other document we publish. The Privacy Policy is a notice, not a contractual term, and does not override this agreement.

1.5 Authority. The individual accepting these Terms warrants that they are authorised to bind the Customer. If you accept on behalf of an entity, "you" means that entity.

2. Business use only

2.1 The Service is offered exclusively to businesses, for use in the course of their trade or profession. It is not offered to consumers, and no consumer protection regime that depends on consumer status is intended to apply.

2.2 You confirm that you are subscribing for business purposes and not as a consumer.

2.3 The Service is not directed to anyone under 18. You must not create accounts for, or permit use by, individuals under 18.

3. The service

3.1 Signal connects, at your instruction, to systems you already use — such as your CRM, mailboxes, calling platform and meeting platform — reads the records associated with the deals you ask about, and returns a structured analysis: qualification scoring, stakeholder mapping, risk signals, and quotations from the underlying records that support each conclusion.

3.2 Signal performs that analysis on demand, and, where your plan includes it, on a recurring schedule that you configure.

3.3 We grant you, for the subscription term and subject to these Terms, a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes.

3.4 We may improve, modify or replace features of the Service. Section 22 governs material changes.

3.5 The Service is provided as a hosted service. We do not deliver software for you to install, and you receive no rights in our source code.

4. Accounts and administrators

4.1 You are responsible for all activity under your account, including activity by your personnel and by anyone to whom you give access ("Authorised Users").

4.2 You must keep credentials confidential, use available authentication controls, and notify us without undue delay at hello@sumgate.io if you suspect unauthorised access.

4.3 Your administrators can grant, restrict and revoke access, and can determine which connected systems Signal may read. Configuring those controls appropriately is your responsibility, not ours. In particular, you decide which of your personnel may see analyses derived from communications involving other personnel.

4.4 You must ensure Authorised Users comply with these Terms. Their acts and omissions are treated as yours.

5. Connected third-party services

5.1 The Service reads data from third-party platforms that you connect, which may include HubSpot, Zoom, Google Workspace (including Google Meet), Microsoft 365 and Aircall (each a "Connected Service").

5.2 Connected Services are not part of the Service, are not controlled by us, and are governed by your own agreements with their providers. Your use of them through Signal must comply with those agreements.

5.3 You authorise us to access, retrieve and process data from each Connected Service you connect, using the permissions you grant, for the purpose of providing the Service.

5.4 We do not warrant that any Connected Service will remain available, that its provider will continue to permit our integration, or that its interfaces will not change. A Connected Service provider may suspend, restrict or withdraw our access, or change its terms, at any time and without notice to us.

5.5 If a Connected Service becomes unavailable to us, or if continuing to integrate with it would put us in breach of that provider's terms, we may disable the affected integration. We will tell you without undue delay. That disablement is not a breach of this agreement. If the affected integration was material to your use of the Service and we cannot restore it within 30 days, you may terminate the affected subscription and we will refund pre-paid fees covering the unused remainder of the then-current term.

5.6 Where a Connected Service provider imposes requirements on how data obtained through its interfaces may be used, those requirements apply to your use of the Service as well as ours, and prevail over any inconsistent permission in this agreement. Our commitments on Google user data are set out in section 6 of the Privacy Policy.

6. Your data and the licence you grant us

6.1 "Customer Data" means all data, content and records that you or your Authorised Users submit to the Service, or that we retrieve from a Connected Service at your instruction. This includes emails, call and meeting transcripts and recordings metadata, CRM records, and the analyses and quotations that Signal derives from them.

6.2 As between you and us, you own Customer Data and all rights in it. We acquire no ownership.

6.3 You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data solely to the extent necessary to: (a) provide, secure and support the Service for you; (b) prevent or address technical problems, abuse or security incidents; and (c) comply with law. This licence ends when the relevant Customer Data is deleted, except where retention is required by law.

6.4 We do not train AI models on Customer Data. We do not use Customer Data, and we do not permit our AI sub-processors to use Customer Data, to train, fine-tune or improve any generalised, foundational or frontier machine learning model. This commitment is contractual and survives termination.

6.5 Service telemetry. We may generate and use operational and statistical data about how the Service performs — such as volumes, latency, error rates and feature usage — to operate, secure, support and improve the Service, and to produce aggregate business reporting. Such data is derived from usage patterns rather than from the content of Customer Data, and we will not present it in a form that identifies you, any Authorised User, or any individual, and will not include Customer Data content in it.

6.6 Deletion. You may delete analyses through the Service. On written request following termination we will delete Customer Data in accordance with clause 8 of the Data Processing Agreement.

7. Your responsibilities and warranties

7.1 The Service reads communications that involve your personnel and third parties, including your prospects and customers and their staff. Whether we may lawfully be given that access depends on facts that only you know and on obligations that fall on you, not on us. You therefore represent, warrant and undertake, on a continuing basis, that:

1. you have all rights, licences, permissions, authorisations and consents necessary to grant us access to each Connected Service and to have us process Customer Data as contemplated by this agreement;
2. your collection of, and our processing of, Customer Data complies with all laws applicable to you, including data protection, privacy, confidentiality, electronic communications, employment and labour laws;
3. call and meeting recording: where Customer Data includes recordings or transcripts of calls or meetings, those were made in compliance with all applicable recording, interception and wiretapping laws, including any requirement to notify or obtain the consent of every participant in the relevant jurisdictions, and you have retained evidence of that compliance;
4. notices and legal bases: you have given all privacy notices and established and documented all legal bases required for the processing, including in respect of individuals who are not your personnel and have no relationship with us;
5. employee and worker protections: where the analyses concern communications of your personnel, you have complied with all applicable rules on monitoring of workers, including any obligation to inform or consult employee representatives, works councils or trade unions, and any obligation to carry out an impact assessment;
6. you will not submit to the Service, and will use reasonable measures to prevent the Service from receiving, any special category or sensitive personal data, government identifiers, payment card data, health data, biometric data, or data of children, and you acknowledge that the Service is not designed or intended to process such data;
7. Customer Data does not infringe third-party rights and is not unlawful; and
8. you will keep the connected scopes and permissions limited to what your intended use requires.

7.2 You are solely responsible for determining whether your use of the Service is lawful in each jurisdiction in which you or the relevant individuals are located. We do not advise on that question, and nothing we provide constitutes legal advice.

7.3 We may, but are not obliged to, decline or stop processing that we reasonably believe is unlawful or exposes us to liability or to breach of a Connected Service provider's terms.

8. AI-generated output — nature and limits

8.1 Signal produces its output using large language models. Output is generated by statistical inference. It is not verified fact, and it can be incomplete, out of date, internally inconsistent, or simply wrong, including in ways that appear confident and plausible.

8.2 Because the models are probabilistic, identical or similar requests may produce different output at different times. Output is not warranted to be reproducible.

8.3 Quotations, citations and references that Signal attributes to an underlying record are produced automatically and may be inaccurate, truncated, paraphrased or misattributed. You must check the underlying record before relying on any quotation, and in particular before repeating it to a third party or relying on it in a dispute.

8.4 Output is decision support only. You remain solely responsible for every decision you take, and for reviewing output with competent human judgement before acting on it.

8.5 Output must not be used for decisions about people. You must not use the Service, or its output, as the sole or principal basis for, and must not permit it to produce automated decisions with legal or similarly significant effects concerning any individual in respect of:

1. recruitment, hiring, promotion, demotion, remuneration, discipline, performance management, termination or any other employment decision;
2. evaluation, ranking or scoring of the performance, reliability, conduct, character or trustworthiness of any individual;
3. credit, insurance, housing, education, or access to essential services; or
4. any other purpose for which applicable law restricts automated decision-making or profiling.

8.6 The Service is not a legal, financial, accounting, tax, investment, medical or compliance advisory service, and its output is not advice of any kind. It is not a system of record. Do not use it as your books and records, and do not rely on it to satisfy any retention, disclosure, discovery or reporting obligation.

8.7 Scores, ratings and probabilities that the Service produces are heuristics for prioritising human attention. They are not predictions on which you should place financial reliance, and we make no representation that they correlate with outcomes.

9. Prohibited uses

9.1 You must not, and must not permit anyone to:

1. copy, modify, translate or create derivative works of the Service, or reverse engineer, decompile or disassemble it, except to the extent that right cannot lawfully be excluded;
2. rent, lease, resell, sublicense, or make the Service available to any third party, or use it as a service bureau or on behalf of any person other than you;
3. use the Service, or its output, to develop, train, fine-tune, evaluate or benchmark any machine learning model or any product that competes with the Service;
4. extract, scrape or systematically retrieve output in order to build a database or a substitute for the Service;
5. publish any benchmark, performance test or comparative evaluation of the Service without our prior written consent;
6. circumvent or exceed usage limits, rate limits, authentication, or access controls;
7. upload malicious code, or interfere with the integrity, security or performance of the Service;
8. use the Service to surveil individuals covertly, to harass, or in any manner that is unlawful, deceptive or intended to conceal the processing from those affected; or
9. remove or obscure any proprietary notice.

9.2 Sections 9.1(c), 9.1(d) and 9.1(h) survive termination indefinitely.

10. Plans, usage limits and fair use

10.1 Your plan determines the features available to you and the number of deal analyses included in each billing period. Current plans and limits are those published on our website or set out in your Order Form.

10.2 An "analysis" is a single completed run of Signal against a single deal, whether requested on demand or generated by a scheduled review. Failed runs that return no result are not counted.

10.3 Where a plan is described as unlimited, it is subject to fair use. Use is fair if it is consistent with normal use by a business of your size for its own internal purposes. We may contact you to discuss, and if necessary apply proportionate limits to, use that is materially inconsistent with that standard or that degrades the Service for others.

10.4 Plans are priced per organisation, not per seat. That does not permit you to share access with other legal entities, except that your affiliates may use the Service under your subscription provided you remain responsible for their compliance with these Terms.

10.5 If you exceed an included volume, we may decline further analyses until the next billing period, or, where you have asked us to, permit overage at the rate stated in your Order Form.

11. Fees, taxes and payment

11.1 You must pay the fees for your plan. Unless your Order Form says otherwise, fees are payable in advance, in United States dollars, and are non-refundable except where these Terms expressly provide otherwise.

11.2 Fees exclude taxes. You must pay all value added tax, sales tax, use tax and similar transaction taxes, other than taxes on our net income. Where United Arab Emirates VAT applies, we will charge it in addition. Where you are required to account for tax under a reverse charge or similar mechanism, you remain responsible for doing so.

11.3 All amounts are payable free of any withholding or deduction. If law requires you to withhold, you must gross up the payment so that we receive the amount we would have received had no withholding applied.

11.4 Invoices are payable within 14 days of the invoice date unless the Order Form states otherwise. Overdue amounts bear interest at 1.5% per month, or the highest rate permitted by law if lower, from the due date until paid. You must reimburse our reasonable costs of recovering overdue amounts.

11.5 You must raise any good-faith dispute about an invoice in writing within 20 days of the invoice date, with reasons. Undisputed amounts remain payable.

11.6 Payments are processed by third-party payment providers. We do not receive or store full payment card numbers.

11.7 We may change prices with effect from the start of a renewal term, on at least 30 days' written notice before the renewal date. If you do not accept a price change, you may elect not to renew under section 12.

12. Term, renewal and termination

12.1 The subscription begins on the start date in your Order Form, or when you first access the Service, and continues for the initial term stated there. If no term is stated, the term is one month.

12.2 The subscription renews automatically for successive periods equal to the then-current term, unless either party gives notice of non-renewal at least 30 days before the end of the current term, or, for monthly subscriptions, at least 7 days before.

12.3 Either party may terminate this agreement immediately on written notice if the other:

1. commits a material breach and, where the breach is capable of remedy, fails to remedy it within 15 days of written notice; or
2. becomes insolvent, enters liquidation, administration or an equivalent procedure, or ceases to carry on business.

12.4 We may terminate immediately on written notice if your use of the Service, or Customer Data, exposes us to a material legal, regulatory or security risk, or would put us in breach of a Connected Service provider's terms, and the issue is not resolved within 10 days of our notice — or immediately and without a cure period where the risk requires it.

12.5 On termination or expiry: (a) your right to access the Service ends; (b) fees accrued up to the effective date become immediately payable; (c) pre-paid fees are not refunded, except where you terminate under 12.3(a) for our uncured material breach or under 5.5, in which case we will refund pre-paid fees covering the unused remainder of the term; and (d) Customer Data is handled under clause 8 of the Data Processing Agreement.

12.6 Sections 6.2, 6.4, 8, 9, 11 (for accrued amounts), 14, 15, 18, 19, 20, 24 and 25 survive termination, together with any provision that by its nature should survive.

13. Suspension

13.1 We may suspend your access, in whole or in part, where: (a) an amount is more than 15 days overdue and remains unpaid 7 days after a reminder; (b) we reasonably suspect unauthorised access, security compromise or abuse; (c) suspension is necessary to comply with law or a binding order; or (d) continued provision would breach a Connected Service provider's terms.

13.2 We will give you as much notice as is reasonable in the circumstances, and will restore access promptly once the cause is resolved. Suspension under 13.1(a) does not relieve you of the obligation to pay.

14. Intellectual property

14.1 We and our licensors own all rights in the Service, including its software, models, prompts, interfaces, documentation, know-how and trade marks. Nothing in this agreement transfers any of those rights to you.

14.2 Subject to your ownership of Customer Data under section 6.2, all rights not expressly granted to you are reserved.

14.3 Feedback. If you give us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. You are not required to give feedback.

14.4 Publicity. Neither party may use the other's name, logo or trade marks publicly without prior written consent. If you give consent, you may withdraw it on 30 days' written notice, and we will stop the relevant use going forward.

15. Confidentiality

15.1 "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable business person would treat as confidential, including Customer Data, our non-public technical and commercial information, and the terms of any Order Form.

15.2 The receiving party must keep Confidential Information confidential, use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations, and to sub-processors permitted under the Data Processing Agreement.

15.3 These obligations do not apply to information that is or becomes public without breach, was known to the recipient without obligation, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction.

15.4 A party may disclose Confidential Information where required by law, regulation or court order, provided it gives, where lawful and practicable, prior notice sufficient to allow the other party to seek protective relief, and discloses only what is required.

15.5 These obligations continue for 5 years after termination, and indefinitely for Customer Data and for trade secrets.

16. Data protection

16.1 Where we process personal data on your behalf in providing the Service, you act as controller and we act as processor. That processing is governed by our Data Processing Agreement, which is incorporated into these Terms by reference and applies automatically — you do not need to sign it separately, although we will execute a counterpart on request.

16.2 Where we process personal data for our own purposes — for example, account administration, billing, security and marketing to business contacts — we act as controller, and our Privacy Policy describes that processing.

16.3 You are responsible for the lawfulness of the instructions you give us, as set out in section 7.

17. Security

17.1 We will maintain technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration and disclosure, appropriate to the risk. Those measures are described in Annex II of the Data Processing Agreement.

17.2 We may update those measures, provided we do not materially reduce the overall level of protection during a subscription term.

17.3 No service can be guaranteed secure. Section 18 applies to security as it does to everything else.

17.4 You are responsible for security within your own environment, including credential hygiene, endpoint security, and the access rights you configure.

18. Warranties and disclaimers

18.1 We warrant that we will provide the Service with reasonable skill and care, and substantially in accordance with its then-current documentation.

18.2 If we breach 18.1, your exclusive remedy is that we will use reasonable efforts to correct the non-conformity. If we cannot do so within 30 days of your written notice, you may terminate the affected subscription and receive a refund of pre-paid fees covering the unused remainder of the term.

18.3 Except as expressly stated in 18.1, the Service is provided "as is" and "as available", and we disclaim all other warranties, conditions, representations and terms, whether express, implied or statutory, to the fullest extent permitted by law — including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, or arising from course of dealing or usage of trade.

18.4 In particular, and without limiting 18.3, we do not warrant that:

1. the Service will be uninterrupted, timely, error-free, or free of harmful components;
2. output will be accurate, complete, current, reliable, reproducible or fit for any purpose of yours;
3. the Service will detect any particular risk, signal, stakeholder, omission or fact, or that anything it does not report is absent;
4. the Service will identify or prevent any commercial loss, lost deal, fraud or misconduct;
5. any Connected Service will remain available or compatible; or
6. the Service satisfies any legal or regulatory requirement applicable to you.

18.5 We do not provide a service level commitment or service credits unless expressly agreed in an Order Form.

18.6 We hold no certification unless we state so in writing. Statements about certifications or audits that we are pursuing describe our intentions and are not warranties that they have been obtained.

19. Indemnities

19.1 Our indemnity. We will defend you against any third-party claim that your permitted use of the Service infringes that third party's intellectual property rights, and will indemnify you against damages and costs finally awarded by a court of competent jurisdiction, or agreed by us in settlement. This does not apply to a claim arising from: Customer Data; use in breach of this agreement; combination of the Service with anything not supplied by us, where the claim would not have arisen without that combination; any modification not made by us; or your continued use after we tell you to stop. If a claim arises, we may at our option procure the right for you to continue, modify the Service so it is non-infringing, or terminate the affected subscription and refund pre-paid fees for the unused remainder of the term. This section states our entire liability for infringement claims.

19.2 Your indemnity. You will defend, indemnify and hold us harmless against all claims, proceedings, investigations, fines, penalties, damages, losses and reasonable costs (including legal fees) arising out of or in connection with:

1. any breach of section 7 (your responsibilities and warranties), including any claim that a call or meeting was recorded, intercepted or transcribed unlawfully;
2. any claim by an individual whose personal data you caused us to process, including a data subject whose communications you gave us access to, to the extent the claim does not arise from our breach of the Data Processing Agreement;
3. any breach of section 8.5 (decisions about people) or section 9 (prohibited uses);
4. any claim by an employee, worker, employee representative or works council arising from monitoring or from the use of output concerning them; and
5. any claim by a Connected Service provider arising from your acts or omissions.

19.3 The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement imposes a non-monetary obligation or admission on the indemnified party without its consent), and give reasonable cooperation at the indemnifying party's expense.

19.4 The cap in section 20.3 does not apply to your obligations under 19.2.

20. Limitation of liability

20.1 Nothing in this agreement limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

20.2 Excluded losses. Subject to 20.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: loss of profit; loss of revenue; loss of anticipated savings; loss of business, contracts or opportunity; loss of goodwill or reputation; loss of a deal, sale or pipeline value; loss, corruption or inaccuracy of data; wasted expenditure; the cost of procuring substitute services; or any indirect, special, incidental, punitive or consequential loss — in each case whether or not that loss was foreseeable and even if the party was advised of its possibility.

20.3 Cap. Subject to 20.1, each party's total aggregate liability arising out of or in connection with this agreement is limited to the total fees paid or payable by you to us under this agreement in the 12 months immediately preceding the first event giving rise to the liability. Where that period is shorter than 12 months, the cap is the fees paid plus the fees that would have become payable to complete 12 months.

20.4 Where no fees have been paid — including during a free trial, beta or free plan — our total aggregate liability is limited to USD 100.

20.5 Reliance on output. Subject to 20.1, we have no liability for any loss arising from reliance on the Service's output, including from output that is inaccurate, incomplete, misattributed or absent, or from any decision taken or not taken on the basis of it. This reflects the allocation of risk in section 8 and the fact that verification is within your control and not ours.

20.6 We have no liability for any act, omission, unavailability, change or security failure of a Connected Service or its provider.

20.7 The exclusions and limits in this section apply to the maximum extent permitted by law, and survive any termination and any fundamental breach or failure of an essential purpose.

20.8 You must bring any claim under or in connection with this agreement within 12 months of the date you first became aware, or ought reasonably to have become aware, of the facts giving rise to it. Claims brought later are barred, except where a longer period is mandatory.

20.9 The parties agree that the fees reflect the allocation of risk in sections 18, 19 and 20, and that we would not provide the Service on these prices without it.

21. Trials, betas and free access

21.1 We may offer trials, proofs of concept, beta features or free access. These are provided "as is", without any warranty, indemnity, support commitment or service level, and section 18.1 does not apply to them.

21.2 We may modify, restrict or withdraw them at any time, and may delete data submitted to them once the trial or beta ends.

21.3 Beta features may be less reliable than generally available features. Do not use them for anything you cannot afford to have go wrong.

22. Changes to the service and to these terms

22.1 We may amend these Terms. We will publish the amended version with a new effective date and, where the change is material and adverse to you, give you at least 30 days' notice by email to your account contact or by in-product notice.

22.2 Changes take effect at the end of the notice period, or for a change that is not material and adverse, on publication. If a material and adverse change is unacceptable to you, you may terminate the affected subscription by written notice before it takes effect, and we will refund pre-paid fees covering the unused remainder of the term. Continuing to use the Service after a change takes effect constitutes acceptance.

22.3 We may change or discontinue features. We will not materially reduce the core functionality of a paid plan during a term without giving you the option in 22.2.

22.4 We may amend these Terms with immediate effect where required by law, by a regulator, or by a Connected Service provider's terms. We will tell you as soon as practicable.

23. Sanctions and export control

23.1 Each party warrants that it is not, and is not owned or controlled by, a person subject to sanctions administered by the United Arab Emirates, the United Nations, the United States, the United Kingdom or the European Union, and that it is not located in or organised under the laws of a comprehensively sanctioned territory.

23.2 You must not make the Service available to any such person or in any such territory, and must not use it in breach of applicable export control laws.

23.3 We may suspend or terminate immediately if we reasonably believe continued provision would breach sanctions or export control law.

24. General

24.1 Independent parties. Nothing creates a partnership, joint venture, agency or employment relationship.

24.2 Subcontracting. We may use subcontractors and sub-processors to perform the Service, and remain responsible for their performance. Sub-processing of personal data is governed by the Data Processing Agreement.

24.3 Assignment. Neither party may assign or transfer this agreement without the other's written consent, except that either party may assign it in whole to a successor in connection with a merger, reorganisation, or sale of all or substantially all of its assets or business, on written notice.

24.4 Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including act of God, war, civil unrest, act of terrorism, epidemic, government action, industrial action not involving its own workforce, failure of internet or telecommunications infrastructure, or failure of a Connected Service or hosting provider. The affected party must notify the other and use reasonable efforts to mitigate. If the event continues for more than 30 days, either party may terminate the affected subscription on written notice.

24.5 Notices. Notices to us must be sent to hello@sumgate.io and, for notices of termination or of a claim, also by courier to our registered office. Notices to you may be sent to the email address of your account contact. Email notices are deemed received on the next business day after sending.

24.6 Entire agreement. This agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals and representations. Each party confirms it has not relied on any statement not set out in this agreement. Nothing in this section limits liability for fraudulent misrepresentation. Any purchase order or vendor terms you issue have no effect, even if we acknowledge or reference them.

24.7 Variation. Except as permitted by section 22, any variation must be in writing and signed by both parties.

24.8 Waiver. Failure or delay in exercising a right is not a waiver of it.

24.9 Severability. If a provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remainder continues in force.

24.10 Third parties. No person other than the parties has any right to enforce this agreement.

24.11 Counterparts and electronic signature. This agreement may be executed electronically and in counterparts.

24.12 Language. This agreement is made in English. If it is translated, the English version prevails in the event of conflict, except where applicable law requires otherwise.

25. Governing law and jurisdiction

25.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of the Dubai International Financial Centre ("DIFC").

25.2 The parties irrevocably agree that the Courts of the DIFC have exclusive jurisdiction to settle any such dispute or claim. The parties expressly opt in to the jurisdiction of the DIFC Courts pursuant to Article 5(A)(2) of Dubai Law No. 12 of 2004 (as amended), and confirm that this clause constitutes their written agreement to that jurisdiction notwithstanding that neither party need be established in the DIFC.

25.3 Nothing in this section prevents either party from applying to any court of competent jurisdiction for interim or injunctive relief to protect its Confidential Information or intellectual property.

25.4 The parties waive any right to a jury trial and agree that disputes will be resolved individually, and not as part of any class, collective or representative proceeding.

25.5 Section 25.1 does not affect the operation of mandatory data protection law, or the governing law of the Standard Contractual Clauses where those apply under the Data Processing Agreement.

26. How to contact us

Questions about these Terms, notices, and requests for a countersigned Data Processing Agreement: hello@sumgate.io.