Master Subscription Agreement

Version 1.1.0 · Effective 27 June 2026

This Master Subscription Agreement ("Agreement") is a legally binding contract between Monosphere Ltd, a company incorporated in England and Wales (the "Provider", "Monosphere", "we", "us" or "our"), and the organisation identified during registration (the "Customer", "Organisation", "you" or "your"). It governs the Customer's access to and use of the Comnly platform (the "Service").

The individual completing registration warrants and represents that they are duly authorised to bind the Organisation to this Agreement and that they personally accept the terms in their representative capacity. By clicking "I accept" or completing the payment step, the Customer agrees to this Agreement, the Acceptable Use Policy, the Privacy Policy, the Data Processing Agreement (which is incorporated by reference and forms an integral part of this Agreement) and the Cookie Policy.

1. Eligibility and territorial scope

1.1 The Service is offered exclusively to organisations established and operating in the United Kingdom. By accepting this Agreement, the Customer warrants that it is a UK-based organisation, that its registered or principal place of business is in the United Kingdom, and that the natural person accepting on its behalf is at least 18 years old and habitually resident in the United Kingdom.

1.2 The Customer must not access or use the Service from outside the United Kingdom in a manner that creates a primary establishment outside the United Kingdom. If we determine in our reasonable discretion that the Customer is not a UK-based organisation, we may suspend or terminate the Service immediately, refund any unused prepaid fees on a pro-rata basis at our discretion, and the Customer's sole remedy is that pro-rata refund.

1.3 The minimum age for any natural person creating an account on the Service (including any administrator, owner, permissioned user or member) is 18 years. This reflects, among other things, that many Customers are licensed venues serving alcohol. The Customer warrants that it will not invite, admit or permit anyone under 18 to register a Comnly account.

2. The Service

2.1 The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Service for the Customer's internal communications with its members, in accordance with this Agreement.

2.2 The Service is provided on a software-as-a-service basis. The Provider may, in its reasonable discretion, modify, add to, remove or improve features of the Service from time to time. The Provider will give the Customer reasonable advance notice (where practicable) of any change that materially reduces the core functionality of the Service.

2.3 The Customer is solely responsible for: (a) the accuracy, lawfulness and quality of all content, data and instructions submitted to the Service by the Customer or its administrators, other authorised permissioned users or members ("Customer Content"); (b) admission, vetting, suspension or removal of its members, administrators and other permissioned users; (c) the conduct of its members, administrators and other permissioned users within the Service; and (d) compliance with all laws and regulations applicable to the Customer and its activities, including (where relevant) licensing, safeguarding, health-and-safety and constitutional/governance obligations.

3. Fees, billing and renewals

3.1 The Customer will pay the subscription fees indicated at checkout. As at the Effective Date these are: £39.99 per month or £399 per year, in each case inclusive of any VAT or other applicable UK tax (with the first three months at the introductory rate of £29.99 per month for monthly plans). All fees are denominated in pounds sterling (GBP).

3.2 All payments are processed by Stripe Payments Europe, Ltd. or its UK affiliate. The Customer authorises Monosphere (and Stripe acting on Monosphere's behalf) to charge the Customer's nominated payment method on a recurring basis until the subscription is cancelled.

3.3 Subscriptions auto-renew at the end of each billing period at the then-current standard rate. The Customer may cancel at any time through the in-product billing portal; cancellation takes effect at the end of the current billing period and no pro-rata refund is provided for partial periods, except where required by law.

3.4 The Provider may change subscription fees on at least 30 days' written notice (sent by email to the registered admin email). The change takes effect at the next renewal after the notice period. Continued use of the Service after the effective date of the change constitutes acceptance of the new fees; if the Customer does not accept, the Customer's sole remedy is to cancel the subscription before the change takes effect.

3.5 If a payment fails, we may retry the charge, suspend access to admin features, restrict member-facing content delivery, and after a reasonable grace period terminate the subscription and delete Customer Content in accordance with section 11.

3A. Fair use and large organisations

3A.1 The standard subscription is intended for ordinary club, association and community-organisation use. Unless a separate written agreement says otherwise, the standard subscription includes use by up to 3,000 active member accounts in a single Organisation.

3A.2 An "active member account" means a user account or membership record that is active in the Service and associated with the Organisation, excluding accounts that have been removed, archived, rejected, suspended or permanently deleted.

3A.3 If the Organisation exceeds, or is likely to exceed, 3,000 active member accounts, the Customer must contact Monosphere to discuss an appropriate plan for larger-scale use. We may require the Customer to move to a custom or enterprise plan on reasonable notice before continued use above that level.

3A.4 Unless a separate written agreement says otherwise, the standard subscription also includes fair use of file and media storage for ordinary operational documents, post images, profile images and similar Customer Content. As a guide, use above 5GB of stored Customer Content or 50GB of storage-backed downloads or media delivery in a calendar month for a single Organisation may require review and a custom plan, particularly where it is caused by large document libraries, repeated bulk downloads, unusually large media files or automated access.

3A.5 We may also treat unusually high or abusive use of storage, file downloads, automated requests, notifications, transactional email delivery, support requests or other resources as outside fair use where that use materially exceeds normal use for a club or association of similar size, degrades the Service, creates security or deliverability risk, or causes disproportionate third-party infrastructure cost.

3A.6 Where reasonably practicable, we will contact the Customer before applying restrictions under this section and work with the Customer in good faith on a suitable plan, usage reduction or technical remedy. However, we may immediately rate-limit, throttle, compress, resize, suspend or restrict any use that threatens the security, availability, performance, deliverability or lawful operation of the Service.

3A.7 This section does not change the Customer's subscription fee for ordinary use below the fair-use threshold and does not permit Monosphere to charge additional fees without the Customer's agreement. If the Customer does not agree to a required custom plan, either party may terminate the subscription in accordance with section 11.

3B. Member Payment Collection and Stripe Connect

3B.1 The Service provides integration with Stripe Connect to enable the Customer to collect payments directly from its members (such as membership fees, event tickets, or contributions). To use these features, the Customer must register and maintain an active Stripe Connected Account and agree to the Stripe Connected Account Agreement.

3B.2 The Customer is the sole merchant of record for all transactions processed through its Connected Account. All transactions, refunds, disputes, and chargebacks are strictly between the Customer and its members. Monosphere is not a party to these transactions and disclaims all liability for them.

3B.3 The Customer is solely responsible for all Stripe transaction processing fees, chargeback fees, and any negative balances on its Connected Account. The Customer agrees to indemnify and hold Monosphere harmless from any costs, losses, or claims Stripe makes against Monosphere arising from the Customer's Connected Account.

3B.4 Monosphere does not charge a platform commission on these member transactions; however, Stripe's standard processing fees apply and will be deducted by Stripe at the time of processing.

4. Authority and accuracy of registration data

4.1 The natural person who accepts this Agreement (the "Authorised Signatory") warrants that: (a) they are at least 18 years old; (b) they have full authority to bind the Organisation to this Agreement; (c) the registration information is true, accurate and complete; and (d) the Organisation is established in the United Kingdom.

4.2 The Authorised Signatory accepts personal responsibility for any breach of these warranties and agrees that, in addition to the Customer's liability, the Authorised Signatory may be personally liable for losses arising from a knowing misrepresentation under this section.

5. Customer obligations and acceptable use

5.1 The Customer will (and will procure that its administrators, other authorised permissioned users and members will) comply with the Acceptable Use Policy at all times. Breach of the AUP is a material breach of this Agreement.

5.2 The Customer is responsible for: (a) all activity carried out under any Comnly account associated with the Customer's organisation; (b) the security of administrator and other permissioned-user credentials; (c) prompt notification to the Provider of any unauthorised access; and (d) the lawfulness of any data, communications or content uploaded to the Service by or on behalf of the Customer.

5.3 The Customer must not use the Service to: (a) communicate any content that is unlawful, defamatory, harassing, obscene, threatening, infringing, fraudulent, or otherwise harmful; (b) circumvent rate limits, security controls or moderation features; (c) reverse engineer, decompile or attempt to derive the source code of the Service; (d) resell, sublicense or commercially exploit the Service or any portion of it without the Provider's prior written consent; (e) use the Service to develop a competing product; or (f) use the Service in any way that breaches sections 5.1 or 5.2.

6. Customer Content; ownership and licence

6.1 As between the Customer and the Provider, the Customer (or its respective administrators, other authorised permissioned users and members) retains all intellectual property rights in Customer Content.

6.2 The Customer grants the Provider a worldwide, royalty-free, non-exclusive licence to host, store, copy, transmit, display, process and otherwise use Customer Content for the purposes of providing, securing, maintaining, supporting and improving the Service, and to comply with legal obligations. This licence is non-sublicensable except to sub-processors acting under the Data Processing Agreement.

6.3 The Customer warrants that Customer Content does not infringe any third-party rights and that the Customer has all necessary rights, consents and permissions to upload Customer Content to the Service and to grant the licence in section 6.2.

6.4 The Provider may use anonymised, aggregated data derived from use of the Service for benchmarking, analytics, product development and security monitoring. Such anonymised data does not identify any individual or organisation and may be retained indefinitely.

7. Data protection

7.1 The parties acknowledge that, in respect of personal data of the Customer's members, administrators and other authorised permissioned users processed via the Service, the Customer is the controller and the Provider is the processor. The Data Processing Agreement (incorporated by reference and accepted by the Customer at registration) governs that processing.

7.2 Each party will comply with its obligations under the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (as amended) (together, "UK Data Protection Law").

7.3 The Customer warrants that it has a lawful basis for any personal data it instructs the Provider to process, including (without limitation) any data the Customer imports, uploads or otherwise causes to be processed via the Service. The Customer indemnifies the Provider against any losses arising from a breach of this warranty.

8. Service levels, third-party dependencies and important disclaimers

8.1 The Service is provided on an "as is" and "as available" basis. Except for the limited service-level commitment and remedy expressly set out in Schedule A (Service Level Agreement), and to the extent that liability cannot lawfully be excluded, the Provider does not warrant that the Service will be uninterrupted, error-free, secure against every threat, or that any specific result will be achieved. The Customer's sole and exclusive remedy for any failure to meet the service-level target in Schedule A is the limited termination right set out in Schedule A; the Provider does not offer service credits, refunds, rebates or any other financial remedy for service-level failures save as expressly set out in Schedule A.

8.2 Push notifications, email and other delivery channels are best-effort. Delivery depends on third-party providers including (without limitation) Apple Push Notification service, Google Firebase Cloud Messaging, Expo, email service providers and the recipient's network and device configuration. The Provider does not guarantee that any specific message will be received, will be received within any specific time, or will be received at all.

8.3 "Critical Notices" and acknowledgement features are not a guaranteed legal-notice service. The Customer must not rely on Comnly as the sole channel for any communication where delivery is required by law, by the Customer's constitution, by safeguarding obligations, by regulatory rules, or where failure of delivery could cause harm. The Customer remains responsible for compliant alternative or back-up channels.

8.4 Polls, votes and reactions in the Service are engagement tools and are not legally binding ballots unless the Customer's own constitution, rules or governance documents expressly recognise them as such. The Customer is solely responsible for any decision made in reliance on a poll result.

8.5 Event RSVPs and attendance-related information are convenience features. The Provider does not warrant that event engagement data is admissible as governance-grade attendance evidence; the Customer is responsible for any independent verification it requires.

8.6 Auto-moderation is best-effort. The Provider does not warrant that auto-moderation will catch every prohibited word or item of content. The Customer remains responsible for monitoring its own community and for any moderation decisions and consequences.

8.7 External links and third-party content (including external ticket links, external payment links, sponsor content where re-enabled, and links posted by members) are not endorsed by, controlled by, or the responsibility of the Provider.

8.8 Sponsor content (where the relevant feature is enabled) is the responsibility of the sponsor and the publishing organisation. The Provider is not the merchant of record for any third-party advertising and is not responsible for the truthfulness, legality, quality or fitness of sponsored offers.

8.9 The Provider does not provide professional advice (legal, financial, regulatory or otherwise) through the Service. Information surfaced in the Service does not constitute professional advice.

9. Limitation of liability

9.1 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including (where applicable) liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of any term implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability that cannot be excluded or limited under English law.

9.2 Subject to section 9.1, the Provider's total aggregate liability to the Customer arising out of or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) is limited to the total subscription fees actually paid by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim.

9.3 Subject to section 9.1, the Provider will not be liable for any of the following types of loss, whether direct or indirect, even if the Provider was advised of the possibility of such loss: (a) loss of profit, revenue or anticipated savings; (b) loss of business, business opportunity or goodwill; (c) loss or corruption of data (other than to the extent caused by the Provider's wilful misconduct, and subject to the cap in section 9.2); (d) loss of management time or wasted expenditure; (e) any indirect, special or consequential loss; (f) any loss arising from the Customer's failure to maintain back-up communication channels for critical communications (see section 8.3); (g) any loss arising from a member's reliance on, or non-receipt of, a push notification, email or other notification; (h) any loss arising from sponsor or third-party content; (i) any loss arising from the Customer's choice to use a Service feature for a regulated, legal-notice or governance purpose for which the Service is not warranted; or (j) any loss arising from a force majeure event under section 13.

9.4 The Customer acknowledges that the limitations and exclusions in this section 9 are reasonable in light of the subscription fees, the nature of the Service, the disclaimers in section 8, and the Customer's ability to procure additional or alternative services if required.

10. Indemnity by the Customer

10.1 The Customer will indemnify, defend and hold harmless the Provider, its directors, officers, employees and contractors from and against any losses, damages, costs (including legal costs on a full indemnity basis) and expenses suffered or incurred as a result of:

(a) any Customer Content, or any communication, act or omission of the Customer's administrators, other authorised permissioned users or members;

(b) any breach by the Customer of sections 4 (warranties), 5 (acceptable use), 6.3 (content warranty), 7.3 (data warranty) or the Acceptable Use Policy;

(c) any third-party claim that Customer Content infringes the third party's rights, is defamatory, breaches privacy, or otherwise violates any law;

(d) any data the Customer imports, uploads or otherwise causes to be processed by the Service, where the Customer lacked the necessary lawful basis or consents;

(e) any reliance by the Customer or any third party on a poll, push notification, critical notice, event engagement data or other Service output for a purpose for which the Service is not warranted (see section 8); and

(f) any breach by the Customer of UK Data Protection Law in relation to data processed via the Service.

11. Suspension, termination and effect of termination

11.1 The Provider may suspend the Service, in whole or in part, immediately and without prior notice if: (a) the Customer is in material breach of this Agreement (including a serious AUP breach); (b) the Provider reasonably believes the Service is being used for unlawful purposes; (c) payment is overdue; (d) suspension is necessary for security reasons or to comply with law; or (e) we determine the Customer is not a UK-based organisation as required by section 1.

11.2 Either party may terminate this Agreement for material breach by the other party that has not been remedied within 14 days of written notice describing the breach.

11.3 The Provider may terminate this Agreement for convenience on 30 days' written notice sent to the registered admin email. In that case the Provider will refund any unused prepaid fees on a pro-rata basis.

11.4 The Customer may cancel its subscription at any time via the in-product billing portal. No refund is given for partial periods except as required by law.

11.5 On termination: (a) the Customer's access to the Service ends at the end of the current billing period (or immediately, if termination is for cause); (b) the Customer may export Customer Content for 30 days following termination via the available export tools; (c) after that period, the Provider may permanently delete Customer Content; and (d) sections that by their nature should survive termination (including 6.4, 8, 9, 10, 11.5, 14, 15 and 16) survive.

12. Confidentiality

12.1 Each party will keep the other's Confidential Information in confidence and not disclose it except to its personnel who need to know and are bound by equivalent obligations, or as required by law. "Confidential Information" means non-public information identified as confidential or that a reasonable person would treat as confidential.

12.2 Customer Content is the Customer's Confidential Information. Aggregated, anonymised analytics are not Confidential Information.

13. Force majeure

13.1 Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including (without limitation) acts of God, acts of government, war, terrorism, civil unrest, epidemic, pandemic, fire, flood, earthquake, strikes, network or power outages, or failures of third-party providers (including hosting, payment, push-notification or email providers).

14. Variations to this Agreement

14.1 The Provider may vary this Agreement, the Acceptable Use Policy, the Privacy Policy, the Data Processing Agreement and the Cookie Policy from time to time. The Provider will give at least 30 days' written notice of any material change by email to the registered admin email and via an in-product banner.

14.2 Continued use of the Service after the effective date of a change constitutes acceptance of the change. If the Customer does not accept a material change, the Customer's sole remedy is to terminate this Agreement before the effective date and receive a pro-rata refund of any unused prepaid fees.

14.3 Non-material changes (such as clarifications, formatting or additions of new optional features) take effect when posted.

15. General

15.1 Entire agreement. This Agreement, together with the documents it incorporates by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

15.2 No reliance. The Customer warrants that it has not relied on any representation, warranty or statement other than those expressly set out in this Agreement.

15.3 No assignment. The Customer may not assign or transfer this Agreement without the Provider's prior written consent. The Provider may assign or novate this Agreement to an affiliate or to a successor in connection with a corporate reorganisation, sale of business or similar transaction.

15.4 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

15.5 Severability. If any provision is held to be unenforceable, the remainder of this Agreement remains in full force and effect, and the unenforceable provision is to be modified to the minimum extent necessary to make it enforceable.

15.6 No waiver. A failure or delay to enforce a provision is not a waiver of that or any other provision.

15.7 Notices. Notices to the Customer are sent by email to the registered admin email. Notices to the Provider must be sent to legal@monosphere.co.uk (or such other address as the Provider notifies). Email notice is deemed received on the next business day after sending.

15.8 Third-party rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16. Governing law and jurisdiction

16.1 This Agreement and any non-contractual obligation arising out of or in connection with it are governed by the laws of England and Wales.

16.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with this Agreement.

Monosphere Ltd (trading as Comnly), a company incorporated in England and Wales. Contact: legal@monosphere.co.uk.

Schedule A: Service Level Agreement

This Schedule A forms an integral part of this Agreement and applies to Customers on a paid subscription that is in good standing. Capitalised terms used in this Schedule have the meanings given in the Agreement unless otherwise defined here. If there is a conflict between this Schedule and the main body of the Agreement, the main body controls except where this Schedule expressly states otherwise.

A1. Definitions

A1.1 Covered Functions means the following functions of the Service:

(a) signing in to the web dashboard or mobile app,

(b) loading the member feed and reading existing posts,

(c) creating a new post or critical notice from the admin dashboard,

(d) viewing existing events and documents, and

(e) receiving Stripe billing webhook updates against the Customer's organisation record.

A1.2 Monthly Billing Period means a calendar month in which the Customer has an active paid subscription. For annual plans, each calendar month within the annual term is treated as a separate Monthly Billing Period for the purposes of this Schedule.

A1.3 Available means the Covered Functions are reachable and responding successfully to authenticated, well-formed requests.

A1.4 Downtime means a continuous period of five (5) minutes or more during which the Covered Functions are not Available, as measured by the Provider's monitoring, and the unavailability is not within an Exclusion under section A4.

A1.5 Monthly Uptime Percentage is calculated as: ((Total minutes in the Monthly Billing Period minus Downtime minutes) divided by Total minutes in the Monthly Billing Period) multiplied by 100.

A1.6 Support Request means a written request raised by the Customer's registered owner or admin via the support channels notified by the Provider from time to time.

A2. Service commitment

A2.1 The Provider will use commercially reasonable efforts to make the Covered Functions Available with a Monthly Uptime Percentage of at least 99.5% during each Monthly Billing Period.

A2.2 The 99.5% figure is a target, not a warranty. The Customer's sole and exclusive remedy for any sustained failure to meet that target is the limited termination right in section A5, subject to the Exclusions in section A4 and to the limitations in section 9 of the Agreement. The Provider does not offer service credits, refunds, rebates, fee reductions or any other financial remedy under this Schedule save as expressly set out in section A5.3.

A2.3 This Schedule applies only to paid subscriptions that are in good standing (no overdue invoices, not suspended for breach, not within a free trial, and not within a complimentary or beta period).

A3. Severity levels

A3.1 The Provider classifies incidents affecting paid Customers as follows:

A3.2 The Provider assigns severity in good faith based on observed impact and may reclassify an incident as new information becomes available.

A4. Exclusions

The following are not counted as Downtime and do not entitle the Customer to any remedy under this Schedule:

A4.1 Scheduled maintenance notified under section A7.

A4.2 Emergency maintenance that the Provider reasonably determines is necessary to protect the security, integrity or availability of the Service.

A4.3 Force majeure events under section 13 of the Agreement.

A4.4 Third-party service failures, including but not limited to outages or degradation of Supabase, Vercel, Stripe, Stripe Connect, Resend, Expo Push Notification Service, Apple Push Notification Service, Firebase Cloud Messaging, the Apple App Store, Google Play, public DNS providers, public CDN providers, or any upstream internet provider.

A4.5 Customer-side issues, including the Customer's or its members' networks, firewalls, devices, browsers, DNS, email providers, VPNs, operating systems or software running on top of the Service.

A4.6 Misuse of the Service, including use in breach of the Agreement, the Acceptable Use Policy, applicable law, the Provider's published rate limits, or documented integration patterns.

A4.7 Beta, preview or feature-flagged functionality, including any feature marked as beta, preview, experimental, or sitting behind an off-by-default feature flag.

A4.8 Account-specific suspensions or restrictions arising from non-payment, chargebacks, security holds, compliance reviews or breach of the Agreement.

A4.9 Customer configuration issues, including misconfigured Stripe Connect accounts, revoked OAuth grants, expired payment cards, exhausted storage quotas, exhausted notification quotas, or actions taken by the Customer's owners or admins.

A4.10 Email and push notification delivery beyond the Provider's systems. The Provider is responsible for handing notifications to the relevant upstream provider. The Provider is not responsible for delivery decisions made by those providers or by a recipient's inbox or device, including spam filtering, bounce decisions, on-device notification settings, or carrier-side behaviour. This restates and does not limit section 8.2 of the Agreement.

A4.11 Stripe webhook delivery and ordering. Stripe does not guarantee webhook delivery order. The Provider mirrors Stripe state in good faith. Temporary mismatches between Stripe and Comnly state that resolve on the next webhook or scheduled reconciliation are not Downtime.

A4.12 Data import or migration tasks performed by the Customer or on its behalf, including bulk member onboarding, image migration or content backfill.

A4.13 Loss of access caused by the Customer, including a final remaining owner removing their own access, accidental deletion of organisation data by the Customer's admins, or password reset failures caused by inaccessible email accounts.

A4.14 Any period during which the Customer is not on a paid plan in good standing.

A5. Sole remedy for sustained failure

A5.1 The Provider does not offer service credits, refunds (other than as expressly set out in section A5.3), rebates, fee reductions, or any other financial remedy for any failure to meet the targets in this Schedule. The uptime target in section A2.1 reflects a best-efforts operational commitment, not a money-back guarantee.

A5.2 Limited termination right. If, and only if, all of the following conditions are met, the Customer may terminate its paid subscription early on written notice to the Provider:

(a) the Monthly Uptime Percentage for the Covered Functions has been below 95.0% in each of three (3) consecutive Monthly Billing Periods,

(b) in each of those three periods, the cause of the Downtime was, on balance, within the Provider's reasonable control and not within an Exclusion under section A4,

(c) the Customer has raised at least one Support Request under section A6 in each affected period describing the impact at the time it occurred,

(d) the Customer is paid up, in good standing and not in breach of the Agreement, and

(e) the Customer gives the Provider written notice of termination within thirty (30) days of the end of the third affected Monthly Billing Period.

A5.3 On a valid termination under section A5.2:

(a) the termination takes effect at the end of the then-current paid billing period and the Provider will not invoice further renewals,

(b) the Provider will, on request, refund any prepaid, unused portion of an annual subscription on a pro-rata basis, calculated from the date the termination takes effect; monthly subscriptions are not refunded for the period in which termination occurs,

(c) introductory pricing, discounts, promotional credits and the founding-member rate are excluded from any pro-rata calculation,

(d) the Customer remains liable for all fees accrued up to the termination date, and

(e) sections of the Agreement that by their nature survive termination continue to apply.

A5.4 The limited termination right in section A5.2, and any pro-rata refund of prepaid annual fees under section A5.3, are the Customer's sole and exclusive remedies for any failure of the Service to meet the targets in this Schedule, and replace any other remedy the Customer might otherwise have for unavailability of the Service. For the avoidance of doubt, no remedy is available where Downtime falls within any Exclusion in section A4, including third-party service failures under section A4.4. Nothing in this Schedule expands the Provider's aggregate liability beyond the cap in section 9.2 of the Agreement.

A6. Support response targets

A6.1 Support is provided in English, in writing, via the support channels published by the Provider from time to time (currently email to the address listed at https://comnly.com).

A6.2 The Provider will use commercially reasonable efforts to acknowledge Support Requests within the following target times, measured during UK business hours (Monday to Friday, 09:00 to 17:30 Europe/London, excluding English public holidays):

A6.3 These are response targets, not resolution targets. A first response may include a request for additional information, a workaround or an acknowledgement of investigation. The Provider does not commit to any specific time to resolve an incident, and missing a response target does not, by itself, give rise to any remedy under section A5.

A6.4 Support is provided to the Customer's designated owners and admins only. The Provider does not provide direct end-member support; member support is the Customer's responsibility as the organisation operator.

A6.5 The Provider may decline to respond to, or may close, Support Requests that are abusive, that relate to functionality outside the scope of the Service, that relate to third-party products, or that ask the Provider to act in breach of the Agreement or applicable law.

A7. Maintenance

A7.1 Scheduled maintenance. The Provider may perform scheduled maintenance from time to time. Where the Provider expects scheduled maintenance to cause user-visible disruption, the Provider will use reasonable efforts to give at least forty-eight (48) hours' notice via in-product notice, email to the Customer's registered owner, or a status notice on https://comnly.com. Scheduled maintenance is excluded from Downtime under section A4.1.

A7.2 Emergency maintenance. The Provider may perform emergency maintenance at any time without prior notice where the Provider reasonably determines it is necessary to protect the security, integrity or availability of the Service or its users. Emergency maintenance is excluded from Downtime under section A4.2.

A7.3 Rolling deploys. Routine code deployment is performed without scheduled downtime and is not considered maintenance for the purposes of this Schedule.

A8. Monitoring and measurement

A8.1 The Provider's monitoring is the sole source of truth for measuring Downtime, Monthly Uptime Percentage and severity classification under this Schedule.

A8.2 The Customer agrees that:

(a) third-party measurements (for example external uptime monitors, browser developer tools or screenshots) are indicative only and are not binding on the Provider for the purposes of this Schedule,

(b) measurements made from regions, networks or devices that the Provider does not officially support are not binding on the Provider for the purposes of this Schedule, and

(c) transient errors that resolve on a normal client retry within five (5) minutes are not Downtime.

A9. Notice process for sustained failure

A9.1 To exercise the limited termination right in section A5.2, the Customer's registered owner must submit a written notice to the Provider's support address within thirty (30) days of the end of the third affected Monthly Billing Period.

A9.2 The notice must include:

(a) the name of the Customer's organisation and the affected organisation ID,

(b) the three consecutive Monthly Billing Periods relied on, and the date(s) and approximate time window(s) of Downtime in each,

(c) a description of the impact on the Covered Functions,

(d) references to the Support Requests raised at the time under section A6, and

(e) any supporting evidence available to the Customer.

A9.3 Notices submitted after the thirty (30) day window are waived in full and the affected periods cannot be re-used as the basis of a later notice.

A9.4 The Provider will review the notice against its monitoring and respond within fifteen (15) business days. If the Provider agrees that the conditions in section A5.2 are met, termination will take effect under section A5.3. If the Provider does not agree, the Provider will explain why; the Customer may still terminate at the end of its current paid billing period under the ordinary terms of the Agreement, but without the pro-rata refund right in section A5.3.

A9.5 The Customer may not withhold, offset or delay payment of any invoice on the basis of an open or pending notice under this Schedule.

A10. Data, backups and continuity

A10.1 The Provider maintains commercially reasonable backups of paid Customer data hosted in its primary database. Backup frequency, retention and restoration timelines are operational matters and are not contractual commitments under this Schedule.

A10.2 Data restoration on request is a goodwill service and is offered on a best-efforts basis. The Provider does not commit to a recovery point objective (RPO) or recovery time objective (RTO) under this Schedule.

A10.3 Account lifecycle (including billing_grace, suspended, archived and deletion_scheduled states, and the data_retention_until window) is governed by the main body of the Agreement. Loss of access during a lifecycle state that was triggered by the Customer's action or inaction (for example non-payment) is not Downtime.

A11. Security incidents

A11.1 Security incident notification, breach handling and regulator communication are governed by the main body of the Agreement, the Data Processing Agreement and the Privacy Policy, not by this Schedule.

A11.2 The Provider may take the Service offline at short notice, including without the notice in section A7.1, if the Provider reasonably believes doing so is necessary to contain a security incident or to protect member data. Such action is treated as emergency maintenance under section A4.2.

A12. Variations to this Schedule

A12.1 This Schedule may be varied in accordance with section 14 of the Agreement.

A12.2 Nothing in this Schedule increases the Provider's aggregate liability under the Agreement, extends any warranty given under the Agreement, or creates any new warranty.

End of Schedule A.