1. Introduction

These Terms of Service (“Terms”) govern your access to and use of the Merrin compliance automation platform and related services (“Services”) provided by Merrin Ltd (“we”, “us”, or “our”), a company registered in England and Wales.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Definitions

• “Account” means your registered account with Merrin
• “Content” means any data, text, files, or other materials uploaded to or generated through the Services
• “User” means any individual or entity that accesses or uses the Services
• “Subscription” means your paid access to the Services

3. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the organisation you represent. By using our Services, you represent and warrant that you meet these eligibility requirements.

4. Account Registration

To access certain features of our Services, you must register for an Account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your Account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your Account
• Notify us immediately of any unauthorised use of your Account

5. Use of Services

5.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. Our Services are designed to assist with FCA compliance management and related regulatory activities.

5.2 Prohibited Use

You agree not to:

• Use the Services in any way that violates applicable laws or regulations
• Access or attempt to access other users’ Accounts without authorisation
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorised access to any part of the Services
• Use the Services to transmit malware, viruses, or harmful code
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Resell, sublicense, or redistribute the Services without our written consent

6. Subscriptions and Payment

6.1 Fees

Access to certain features requires a paid Subscription. Fees are as set out on our website or as agreed in your order form. All fees are quoted in pounds sterling and are exclusive of VAT unless otherwise stated.

6.2 Payment Terms

Subscription fees are payable in advance. We may change our fees upon 30 days’ written notice. Continued use of the Services after a fee change constitutes acceptance of the new fees.

6.3 Refunds

Fees are non-refundable except as required by law or as expressly set out in these Terms. If we materially breach these Terms and fail to remedy the breach within 30 days of written notice, you may be entitled to a pro-rata refund.

7. Your Content

7.1 Ownership

You retain all rights in and to the Content you upload to the Services. We do not claim ownership of your Content.

7.2 Licence

By uploading Content, you grant us a non-exclusive, worldwide, royalty-free licence to use, store, process, and display your Content solely for the purpose of providing and improving our Services.

7.3 Responsibility

You are solely responsible for your Content and represent that you have all necessary rights to upload it. We are not responsible for the accuracy, completeness, or legality of your Content.

8. Intellectual Property

The Services, including all software, designs, logos, and documentation, are owned by us or our licensors and are protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any rights to our intellectual property except as expressly set out herein.

9. Disclaimer

The Services are provided “as is” and “as available” without warranties of any kind, whether express or implied.

While our Services are designed to assist with FCA compliance, they do not constitute legal or regulatory advice. You remain solely responsible for ensuring your compliance with all applicable laws and FCA requirements. We recommend seeking independent professional advice where appropriate.

10. Limitation of Liability

10.1 Exclusions

To the maximum extent permitted by law, we shall not be liable for any:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business
• Loss of data or data corruption
• Loss of goodwill or reputation
• Regulatory fines, penalties, or enforcement actions

10.2 Cap on Liability

Our total liability under these Terms shall not exceed the greater of: (a) the fees paid by you in the 12 months preceding the claim; or (b) £1,000.

10.3 Exceptions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

11. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, and expenses (including legal fees) arising from: (a) your use of the Services; (b) your Content; (c) your breach of these Terms; or (d) your violation of any third-party rights.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated.

12.2 Termination by You

You may terminate your Account at any time by contacting us. Termination does not entitle you to a refund of any prepaid fees.

12.3 Termination by Us

We may suspend or terminate your access to the Services immediately if you breach these Terms, or upon 30 days’ written notice for any other reason.

12.4 Effect of Termination

Upon termination, your right to use the Services will cease immediately. We will retain your Content for a reasonable period to allow you to retrieve it, after which it may be deleted.

13. Changes to Terms

We may modify these Terms at any time by posting the updated Terms on our website. We will notify you of material changes by email or through the Services. Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2 Entire Agreement

These Terms constitute the entire agreement between you and us regarding the Services and supersede all prior agreements.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

15. Contact Us

If you have any questions about these Terms, please contact us at:

Email: legal@merrin.ai
Merrin Ltd
United Kingdom