Quill Business Terms and Conditions

1. Agreement and business use

1.1 These Business Terms and Conditions (Terms), any Order Form, the Data Processing Schedule and any document expressly incorporated by reference form the Agreement between the Quill contracting entity identified in the applicable Order Form, invoice or account registration (Quill, we, us) and the business customer identified there (Customer, you).

1.2 The Agreement governs the Quill websites, web and mobile applications, workspaces, data storage, uploads, connectors, APIs, Model Context Protocol (MCP) access, AI and agent features, dashboards, reports, visualisations, request-management tools, sharing functions and related support (Service).

1.3 The Service is supplied exclusively for business or professional use. The Customer confirms that it is not acting as a consumer and that the person accepting the Agreement has authority to bind it. If an individual registers using a business email address or on behalf of an organisation, that organisation is the Customer.

1.4 The Agreement takes effect when the Customer accepts it, signs or accepts an Order Form, creates an account, pays an invoice, or first accesses the Service, whichever occurs first. Customer purchase terms do not apply unless Quill expressly signs them.

2. Definitions and interpretation

Authorised User means an employee, officer, contractor or adviser whom the Customer authorises to use the Service for its internal business purposes.

Customer Data means all data, datasets, files, records, personal data, prompts, instructions, credentials, reports or other material submitted, connected, generated, published or made available by or for the Customer through the Service.

Customer Output means a customer-specific dashboard, report, analysis, visualisation or other output produced through the Service, excluding Quill Materials and Third-Party Services.

Data Protection Laws means the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2003 and other privacy or data-protection law applicable to a party's processing under the Agreement.

High-Risk Data means special-category personal data, criminal-offence data, children's data, health or genetic data, payment-card data, authentication secrets, government identifiers, highly sensitive financial data, or information subject to professional secrecy, export control or sector-specific security requirements.

Quill Materials means the Service and all Quill-owned or licensed software, source and object code, interfaces, designs, branding, documentation, templates, schemas, models, workflows, prompts, libraries, methods, APIs, MCP implementations, configurations and know-how, including improvements and derivatives.

Subscription Term means the term stated in an Order Form or selected at checkout, including renewals. Usage Data means telemetry, audit events, security events, performance data and interaction metadata concerning operation and use of the Service.

Headings do not affect interpretation. Including and similar words are illustrative. References to writing include email and in-product notice. If documents conflict, precedence is: signed Order Form; Data Processing Schedule for personal-data processing; these Terms; then Documentation.

3. Licence and access

3.1 Subject to payment and compliance, Quill grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the Subscription Term for Authorised Users to access the Service solely for the Customer's internal business purposes and within purchased limits.

3.2 Access is licensed, not sold. No right is granted by implication. The Customer acquires no ownership in the Service or Quill Materials.

3.3 The Customer is responsible for selecting its administrators, configuring roles, workspaces, folders, reports, sharing controls and integrations, and reviewing permissions regularly. An administrator may bind and act for the Customer within the Service.

3.4 Quill may enforce fair-use, storage, compute, API, MCP, user and other plan limits. Quill may throttle, restrict or charge for excess use after notice where reasonably practicable.

4. Customer account, password, API, MCP and device security

4.1 Customer responsibility. The Customer must maintain accurate registration and contact information and is responsible for securing all accounts, credentials, devices, applications and environments within its control that access the Service. This includes access by its Authorised Users, contractors, administrators, AI agents, automated processes and integrations, through the website, mobile application, API, MCP or another authorised connection. The Customer must ensure its Authorised Users understand and comply with this section.

4.2 Confidential credentials. Passwords, API keys, access and refresh tokens, session cookies, verification codes and recovery codes must be treated as confidential security information. Individual login credentials and authenticated sessions must not be shared. Each human user must use their own authorised account; machine access must use separately identifiable credentials where supported. Credentials must not appear in reports, datasets, public links, repositories, screenshots, tickets, emails, chat messages or AI prompts. They must only be entered into verified authentication interfaces or approved secure credential-storage mechanisms.

4.3 Password security. Passwords must be long, unique to the account and resistant to guessing; must not be reused across services; must not be based on readily discoverable information such as names, birthdays, business names or common phrases; and must be changed promptly if compromise is known or suspected. The Customer should use a reputable organisation-approved password manager or secure operating-system keychain to generate and store passwords. A password vault must be protected by a strong unique master password or appropriate secure authentication, with multi-factor authentication where available. Passwords must not be stored in unprotected notes, spreadsheets, documents or plaintext locations. Devices, browsers and accounts controlling password synchronisation must also be secured.

4.4 Two-factor authentication. Quill strongly recommends that two-factor authentication remains enabled at all times. Where the Service permits it, the Customer may disable this protection, but does so at its own risk and is responsible for that decision and its consequences. Disabling two-factor authentication materially reduces account protection and increases the risk of unauthorised access, data disclosure, alteration or deletion. Subject to applicable law and the Agreement's liability provisions, Quill will not be liable for loss or damage to the extent caused or increased by the Customer or an Authorised User disabling two-factor authentication. This does not exclude responsibility for Quill's own breach or liability that cannot lawfully be excluded. The Customer must restrict authority to disable this protection to appropriately authorised personnel and remains responsible for securing credentials, devices and connected applications whether or not it is enabled.

4.5 Recovery and supporting accounts. The Customer must enable available multi-factor authentication for email, identity-provider, password-manager and agent-platform accounts used to access or recover Quill accounts. Verification and recovery codes must be protected and not disclosed. Users must reject unexpected authentication requests and investigate unrequested verification messages. Recovery details must remain current; lost, shared, replaced or untrusted devices must promptly be removed from trusted-device lists. Quill may require additional verification, disable trusted devices or reset credentials where risk is suspected.

4.6 API keys and tokens. The Customer must store keys and tokens in an approved secrets manager, secure keychain or equivalently protected store; restrict access to necessary people and processes; grant minimum permissions; use separate credentials for applications and environments where supported; use expiry and restrictions where available and appropriate; revoke credentials no longer required or suspected compromised; and review active credentials regularly. Credentials must not be embedded in public applications, client-side code, URLs, shared configuration files or logs. If a client requires file-based configuration, the Customer must apply restrictive file permissions, prevent inappropriate sharing or synchronisation and exclude the file from source control.

4.7 Persistent MCP authentication. An authenticated MCP client, AI application or agent may retain credentials or tokens allowing continued access without a fresh interactive login. A person or malicious process accessing the client, credential store, operating-system account or associated cloud account may access Quill within the connection's permissions. The Customer is responsible for every device, server, virtual machine, container, hosted agent environment and third-party account under its control where such a connection or reusable credential is stored. Closing a browser, ending a conversation or quitting an application must not be assumed to revoke an MCP connection. When access must end, the Customer must disconnect the integration and revoke its authorisation or credentials using available controls.

4.8 Device and environment safeguards. The Customer must implement safeguards appropriate to accessible data, including strong device authentication; automatic screen locking and locking when unattended; supported operating systems and timely security updates for browsers, MCP clients, agent applications and extensions; disk encryption and protection of backups containing credentials or data; appropriate firewalls and malware protection; separate operating-system accounts and restricted administrative privileges; controls against unauthorised remote access, software and extensions; and secure removal of credentials and data before device transfer, return, sale or disposal. Authenticated sessions or credentials must not be retained on public, untrusted or inadequately secured shared devices.

4.9 Agents and permissions. The Customer must assess the security and trustworthiness of clients, agents, extensions and integrations before authorising access, review permissions, restrict access to necessary workspaces and resources, and avoid administrator access where lower privileges suffice. Where supported, the Customer should require human approval for destructive actions, external sharing, bulk exports and other sensitive operations. Unattended agents must run in secured environments with limited access. Role-based controls, account validation and logging must not be assumed to prevent misuse of a legitimately authenticated account or compromised Customer-controlled device.

4.10 Monitoring and removal. The Customer must periodically review users, trusted devices, API keys, applications, MCP authorisations and available activity records. Access must be removed promptly when no longer required, including on personnel departures, changed responsibilities, withdrawn integrations or lost devices. Unexpected activity must be investigated and security notifications must reach an actively monitored contact.

4.11 Suspected compromise. Without undue delay after known or suspected compromise, the Customer must notify Quill through its published security or support channel; revoke affected credentials, authorisations and sessions where possible; secure affected email, identity and agent accounts; isolate compromised environments; preserve evidence and logs; and cooperate reasonably in containment and investigation. Changing a password alone may not invalidate API keys, MCP tokens or existing sessions: these must be separately revoked where necessary.

4.12 Allocation of responsibility. The Customer is responsible for consequences to the extent caused by its or its representatives' failure to comply with this section. Subject to law and the Agreement's liability provisions, Quill is not responsible to the extent loss arises from insecure Customer-controlled devices, compromised mailboxes, exposed credentials, excessive permissions, shared sessions, malware or insecure third-party clients selected by the Customer. This does not transfer responsibility for Quill-controlled infrastructure or Quill's own security failures, exclude non-excludable liability or reduce obligations under the Data Processing Schedule. These safeguards are not an exhaustive security programme or guarantee against compromise: the Customer must apply additional controls required by its data, environment and legal or contractual duties.

5. Customer Data: ownership, licence and responsibility

5.1 As between the parties, the Customer retains its rights in Customer Data. The Customer grants Quill and its subprocessors a worldwide, non-exclusive, royalty-free licence during the Agreement and applicable retention period to host, copy, transmit, transform, index, display and process Customer Data only as needed to provide, secure, support and improve the Service, follow documented instructions, prevent abuse, and comply with law.

5.2 The Customer is solely responsible for Customer Data, including its accuracy, quality, completeness, legality, provenance, classification and fitness for use, and for having all notices, consents, licences, lawful bases and permissions needed to upload, connect, process, publish and share it.

5.3 The Customer decides what Customer Data to place in the Service and does so at its own commercial and operational risk. The Customer must minimise and, where appropriate, pseudonymise or redact data before upload.

5.4 Unless Quill expressly agrees in a signed Order Form that a specified Service and configuration may receive specified High-Risk Data, the Customer must not submit High-Risk Data. Any agreed use remains subject to the Customer's risk assessment, lawful basis, written instructions and any additional controls or fees.

5.5 The Service is not a system of record, regulated archive, escrow service, legal repository or guaranteed backup unless a signed Order Form expressly says otherwise. The Customer must maintain independent, tested copies of all data it cannot afford to lose and a suitable continuity and recovery plan.

5.6 Quill may remove, quarantine or restrict Customer Data that it reasonably believes is unlawful, malicious, infringing, a security risk or contrary to the Agreement, and may preserve it where required by law or reasonably necessary for investigation.

6. Sensitive data and customer risk acceptance

6.1 The Customer acknowledges that storing, transmitting, connecting, publishing or giving automated agents access to sensitive information creates inherent risks, including unauthorised access, accidental disclosure, corruption, deletion, interception, re-identification and loss of availability.

6.2 No internet-connected service, encryption method, access-control system, authentication process, AI system or hosting provider can guarantee absolute confidentiality, integrity, availability or security. Quill does not give such a guarantee.

6.3 Before using the Service, the Customer must determine whether the Service, its selected plan, configuration, retention settings, geographic processing, subprocessors, sharing model and available controls are appropriate for the Customer Data and applicable legal, contractual, professional and regulatory duties.

6.4 The Customer accepts the residual risks of its authorised use and remains responsible for risk assessment, data minimisation, user training, endpoint security, identity management, permissions, backup, recovery, incident response and any additional controls required by its industry.

6.5 Nothing in this clause relieves Quill of a duty that applicable law does not permit it to exclude, or of the express processor obligations in the Data Processing Schedule.

7. Reports, publishing and sharing

7.1 Report access is governed by role-based controls by default. The Customer may choose to create broader links or public access, with password protection where offered. The Customer, not Quill, decides the recipients, access level, expiry, password and publication status.

7.2 A public or shareable link may be forwarded, indexed, captured or viewed by unintended persons. Password protection reduces but does not eliminate risk. The Customer must not publish confidential, personal or restricted data unless it has assessed and accepted the risk and has authority to do so.

7.3 The Customer is responsible for checking each report, underlying data, filters, calculations, audience and sharing configuration before publication and after material changes. Quill is not responsible for disclosure resulting from settings selected by the Customer or its users.

7.4 The Customer must promptly disable links or permissions that are no longer required. Quill may suspend sharing that presents a legal, security or abuse risk.

8. AI, agents, MCP, APIs and automation

8.1 The Service may allow AI systems, autonomous agents and third-party tools to act through accounts, APIs or MCP. Only validated accounts may use MCP where Quill requires validation. Such access remains governed by the same role-based permissions as the initiating account.

8.2 Agent and MCP activity may be logged, including the acting account or agent, the user assisted, resources accessed and key interactions, for security, support, audit and enforcement. Logging is not a guarantee that every action will be detected, prevented or reconstructable.

8.3 The Customer authorises each agent, tool and integration it connects and is responsible for its instructions, permissions, actions, costs and consequences. An automated action performed using Customer credentials is treated as the Customer's action.

8.4 AI or automated outputs may be incomplete, inaccurate, misleading, non-unique or unsuitable. The Customer must apply qualified human review before relying on output, particularly for financial, legal, regulatory, employment, health, safety, credit, trading or other material decisions.

8.5 Quill is not the Customer's accountant, auditor, investment adviser, lawyer, data-protection officer or regulated decision-maker. The Service does not replace professional advice or the Customer's own controls.

8.6 The Customer must configure agents using least privilege, avoid exposing unnecessary data, monitor use and promptly revoke access. Quill may impose validation, rate limits and additional safeguards.

9. Third-party services and integrations

9.1 The Service may interoperate with cloud hosts, AI providers, data sources, identity services, connectors and other third-party services. Those services are controlled by third parties and may have separate terms, privacy practices, usage limits, fees and availability.

9.2 The Customer authorises Quill to exchange Customer Data with integrations it enables. The Customer warrants it has authority to access each connected system and instruct the transfer.

9.3 Quill is not responsible for a third-party service, its security, accuracy, acts, omissions, changes, suspension, loss of data or continued interoperability. Quill may replace or discontinue an integration.

9.4 If an integration fails, the Customer remains responsible for verifying data completeness, reconciliation and continuity before relying on the Service.

10. Acceptable use

10.1 The Customer must not use the Service to break law; infringe rights; upload malware; send spam; facilitate fraud; harass or harm; process data without authority; evade controls; access another tenant; probe or test security without written permission; overload systems; defeat usage limits; or help another person do so.

10.2 The Customer must not scrape, crawl, harvest, bulk-extract or systematically record the Service except through authorised functionality; resell or sublicense access; remove notices; impersonate others; share accounts between organisations; or use the Service to create or improve malware, surveillance, deceptive content or unlawful discrimination.

10.3 Quill may investigate suspected misuse and require reasonable cooperation. The Customer must preserve relevant evidence after notice and must not exploit or publicly disclose a suspected vulnerability.

11. Intellectual property and Customer Output

11.1 Quill and its licensors own all rights in the Service, Quill Materials, Usage Data, improvements, reusable components and underlying technology. The Customer owns its original Customer Data and, as between the parties, its original elements in Customer Output.

11.2 Customer Output may contain Quill Materials. The Customer receives a perpetual, non-exclusive licence to use Quill Materials embedded in lawfully exported Customer Output for its internal business purposes and permitted sharing, but not to extract, commercialise or use them to create a competing service.

11.3 The Customer grants Quill a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free licence to use feedback, suggestions and enhancement requests without restriction or payment, provided Quill does not identify the Customer when doing so without permission.

11.4 Quill may use anonymised and aggregated information that does not identify the Customer or any individual to operate, analyse, secure and improve its services.

12. Competitive use, AI cloning and confidentiality

12.0 Access to the Service is conditional on the Customer not using that access as a specification, reference implementation, training source or development shortcut for copying Quill. This is a fundamental condition of the licence.

12.1 The Customer must not use Quill Materials, non-public functionality, Confidential Information or Trade Secrets to design, specify, train, validate, benchmark, develop, procure or materially assist a product that competes with or replicates all or a material part of Quill.

12.2 The Customer must not provide screenshots, recordings, documentation, schemas, workflows, prompts, API or MCP responses, interface captures, proprietary terminology or other protected Quill material to a developer, AI system, code generator, no-code or low-code platform for the purpose of reproducing or reconstructing Quill.

12.2A Without limiting clause 12.2, the Customer must not submit Quill Materials to Lovable, Replit, Cursor, Bolt, v0, GitHub Copilot or any equivalent present or future development service with an instruction such as build this, recreate this, clone this, make something like this, or any instruction having substantially the same purpose or effect.

12.2B The prohibition covers copying or deriving Quill's protected source or object code, selection and arrangement of interface elements, visual identity, report and dashboard designs, component systems, data structures, request workflows, permission structures, publishing flows, agent interactions, proprietary prompts, documentation, wording and non-public combinations of features, to the extent legally protectable.

12.2C The Customer must not create or commission product requirements, user stories, acceptance criteria, wireframes, datasets, model training material, evaluations or technical specifications derived from protected Quill Materials for use in developing a competing or materially replicating service.

12.2D The Customer must not permit a competitor, developer or other third party to access its account for product analysis, systematically catalogue the Service, conceal the identity or purpose of a competitive evaluator, or circumvent a refusal, suspension or termination of competitor access.

12.3 Except to the extent a right cannot lawfully be restricted, the Customer must not reverse engineer, decompile, disassemble, bypass protections, derive source code, conduct unauthorised benchmarking, or publish comparative testing. Statutory activity must remain strictly within the applicable exception and must not involve unauthorised access, infringement, or misuse of confidential information or trade secrets.

12.4 Nothing prevents genuinely independent development that does not use or derive from Quill's protected materials, confidential information, trade secrets or access obtained in breach of the Agreement.

12.5 Non-public technical, security, commercial, roadmap, pricing, workflow, schema, model, prompt, architecture and implementation information is Quill Confidential Information. The Customer must protect it with at least reasonable care, use it only for permitted access and disclose it only to personnel with a need to know and equivalent obligations.

12.6 Trade-secret obligations continue while the information remains legally protectable; other confidentiality obligations continue for ten years after the later of disclosure or termination; intellectual-property restrictions continue for the duration of the relevant rights. Quill may refuse or terminate competitor access and seek injunctive or other relief for threatened or actual misuse.

13. Quill security and service operations

13.1 Quill will maintain technical and organisational measures appropriate to the nature of the Service and processing risks, which may include role-based access, authentication controls, encryption, logging, monitoring, backups and incident procedures. Particular measures may change as technology and risk evolve.

13.2 Security descriptions, questionnaires, documentation and sales material describe current controls but are not warranties of perfect security, uninterrupted operation or prevention of every incident unless expressly incorporated into a signed Order Form.

13.3 Quill may monitor and record authentication, administrative, file, report, sharing, API, MCP, agent, security and unusual-access events and may retain relevant records for security, support, fraud prevention, contractual enforcement and legal claims, subject to Data Protection Laws.

13.4 Quill may perform maintenance, deploy updates, change infrastructure and take emergency action. Quill may suspend access immediately to contain threats, protect customers, comply with law or investigate material misuse.

13.5 Unless a signed Order Form states a service level, no uptime, response-time, recovery-point or recovery-time commitment applies. Service status, maintenance estimates and restoration times are estimates only.

14. Availability, changes and beta services

14.1 Quill may modify, replace, limit or discontinue features, interfaces, integrations, models and storage practices. During a committed paid term, Quill will not intentionally remove substantially all core paid functionality without reasonable justification or a proportionate remedy chosen by Quill.

14.2 Trials, previews, free services and beta features are provided as available, may be incomplete and may be changed or withdrawn at any time without liability. They must not be used for production-critical or High-Risk Data unless expressly agreed.

14.3 Quill does not warrant uninterrupted, timely, secure or error-free access; compatibility with every device or system; preservation of a particular feature; correction of every defect; or that the Service will meet requirements not expressly agreed.

15. Data retention, export, deletion and recovery

15.1 The Customer must export required Customer Data and Customer Output during the Subscription Term. Export formats and functions may vary by plan and do not guarantee replication of the interactive Service.

15.2 Following termination or expiry, Quill may disable access immediately and delete Customer Data after any retention period stated in the Order Form, Documentation or Data Processing Schedule. If none is stated, Quill may delete it at any time after 30 days. Quill is not obliged to retain or restore deleted data.

15.3 Backups are maintained for service resilience, not as customer archives, and may be rotated, incomplete, technically inaccessible for individual restoration or deleted on a different schedule. Quill does not warrant successful recovery of any particular item.

15.4 Quill may retain data where required by law, needed to establish or defend legal claims, contained in immutable backup cycles, or irreversibly anonymised. Continued retention does not confer a right of access.

16. Data protection

16.1 Each party will comply with Data Protection Laws applicable to it. For account, billing, security, support and service-improvement processing where Quill determines purposes and means, Quill acts as controller under its privacy notice.

16.2 Where Quill processes personal data in Customer Data only on the Customer's behalf, the Customer is controller and Quill is processor, and the Data Processing Schedule applies.

16.3 The Customer remains responsible for its instructions, transparency, lawful basis, data-subject rights, data minimisation, retention decisions, DPIAs, regulator consultation and determining whether the Service is appropriate. Quill may decline an instruction it reasonably believes infringes Data Protection Laws.

16.4 Nothing in the Agreement limits a data subject's rights, a regulator's powers or liability that Data Protection Laws prohibit the parties from excluding.

17. Fees, taxes and payment

17.1 Fees, billing intervals and allowances are stated at checkout or in the Order Form. Fees exclude VAT and similar taxes. The Customer must pay invoices in cleared funds without set-off, counterclaim or deduction except required tax withholding.

17.2 Monthly subscriptions are charged in advance on the purchase date and on the corresponding date in each following month. Annual subscriptions are charged in advance for 12 months on the purchase date and each annual anniversary. If a corresponding date does not exist, billing occurs on the last day of that month. An Order Form may specify a different billing period.

17.3 The Customer authorises Quill and its payment provider to charge the stored payment method for subscription fees, usage charges, taxes and other sums due. The Customer must maintain a valid payment method and accurate billing information. Failed collection does not cancel the debt or subscription.

17.4 Unless an Order Form says otherwise, invoices not automatically collected are due within 14 calendar days of invoice date. Fees are payable in advance, non-cancellable and non-refundable except as expressly stated in the Agreement. Usage, implementation and professional-services fees already incurred remain payable.

17.5 Quill may charge interest on overdue sums at 4% per year above the Bank of England base rate, calculated daily, or the maximum lawful rate if lower, together with fixed compensation and reasonable recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998.

17.6 If payment is overdue or collection fails, Quill may retry collection, restrict paid features and, after at least 7 days' notice where reasonably practicable, suspend access. Quill may act sooner where it reasonably believes there is fraud, insolvency or material payment risk. Suspension does not stop fees accruing or waive payment.

17.7 Quill may change prices for a renewal term by giving at least 30 days' notice for an annual subscription and at least 14 days' notice for a monthly subscription. The Customer may avoid the new price by cancelling before renewal. Taxes imposed on the Customer's purchase, excluding taxes on Quill's net income, are the Customer's responsibility.

18. Term, renewal, suspension and termination

18.1 The Agreement continues for the Subscription Term. Unless an Order Form states otherwise, a monthly subscription automatically renews for successive one-month periods and an annual subscription automatically renews for successive 12-month periods.

18.1A The Customer may prevent renewal through the account cancellation process or by written notice. For a monthly subscription, cancellation must be received before the next renewal time. For an annual subscription, cancellation must be received at least 30 calendar days before the renewal date. An Order Form may specify a different notice period, which prevails.

18.1B Quill will send an annual renewal reminder to the billing contact at least 30 days before renewal where the subscription renews automatically, unless the Order Form expressly provides a negotiated renewal process. Failure caused by an incorrect, unattended or filtered Customer email address does not invalidate renewal where Quill sent the notice to the recorded billing contact.

18.1C Cancellation takes effect at the end of the paid current term. The Customer retains access until then unless suspended or terminated for cause. No part-term refund or credit is due merely because the Customer stops using the Service, reduces users, removes data or cancels early.

18.1D A Customer requesting plan reduction, fewer users or reduced capacity must do so before the applicable cancellation deadline. Reductions take effect at renewal and do not retrospectively reduce committed fees.

18.2 Either party may terminate for an unremedied material breach 14 days after written notice, or immediately if the breach cannot be remedied, the other party becomes insolvent, or law requires termination.

18.3 Quill may suspend or terminate immediately for security risk, unlawful use, non-payment, unauthorised access, repeated breach, intellectual-property misuse, competitive cloning, confidentiality breach, circumvention of limits or conduct likely to harm Quill, another customer or a third party.

18.4 On termination, the licence ends, access may be disabled, unpaid sums become due and the Customer must stop using Quill Materials and return or destroy Quill Confidential Information. Accrued rights and provisions intended to survive continue.

19. Customer warranties

19.1 The Customer warrants throughout the Agreement that it has authority to enter it; its instructions and use are lawful; it has rights to Customer Data and connected systems; it will not submit prohibited data; and it will comply with industry, professional and contractual duties applying to it.

19.2 The Customer warrants that it will independently validate material data, calculations, reports, reconciliations, AI outputs and decisions and will not represent that Quill has audited, certified or guaranteed them unless Quill expressly has done so in writing.

19.3 The Customer acknowledges that Quill relies on these warranties when accepting Customer Data and providing the Service.

20. Quill limited warranty and disclaimers

20.1 Quill warrants only that it will provide paid Services with reasonable care and skill. The Customer's exclusive remedy for breach is re-performance where reasonably possible or, if Quill cannot cure a material failure, termination of the affected Service and a pro-rata refund of prepaid fees for the unused affected period.

20.2 Subject to clause 23.1 and to the fullest extent permitted by law, all other warranties, representations, conditions and terms are excluded, including merchantability, satisfactory quality, fitness for purpose, non-infringement, accuracy, completeness, availability, recoverability and results.

20.3 Quill does not warrant that Customer Data or Customer Output will be accurate, complete, lawful, free from malicious content, retained without loss, or fit for the Customer's purpose; that a public link will remain confidential; or that an AI or agent will behave as intended.

21. Customer indemnity

21.1 The Customer will indemnify and keep indemnified Quill, its affiliates and personnel against third-party claims, regulatory investigations, losses, damages, penalties to the extent lawfully indemnifiable, and reasonable professional costs arising from: Customer Data; the Customer's unlawful instructions or use; infringement of third-party rights; unauthorised publishing or sharing; breach of clauses 4 to 12 or 19; or acts of persons, agents and integrations using Customer-controlled access.

21.2 Quill will notify the Customer reasonably promptly, allow the Customer to control defence and settlement where appropriate, and provide reasonable assistance at the Customer's cost. The Customer may not admit liability for Quill or impose non-monetary obligations on Quill without consent.

21.3 The indemnity is reduced to the extent a claim was directly caused by Quill's breach of the Agreement. Quill must take reasonable steps to mitigate recoverable loss.

22. Excluded losses

22.1 Subject to clause 23.1, Quill is not liable for any indirect or consequential loss, or for loss of profit, revenue, savings, business, opportunity, goodwill, reputation, anticipated benefit, contracts or management time, whether direct or indirect.

22.2 Subject to clause 23.1, Quill is not liable for loss, corruption, compromise, disclosure or cost of restoration of data; substitute services; business interruption; failed reporting or reconciliation; decisions based on data or output; acts of AI, agents or integrations; public or password-protected links; Customer configuration; credential compromise; or third-party services, except to the extent such exclusion is prohibited by law.

22.3 The parties agree these exclusions allocate risks that the Customer can reduce through validation, permissions, data minimisation, independent backups, insurance and continuity controls, and that fees reflect this allocation.

23. Liability cap

23.1 Nothing excludes or limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of statutory title; deliberate default where exclusion is unlawful; or any liability that cannot lawfully be excluded or limited.

23.2 Subject to clause 23.1, Quill's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise, will not exceed the fees paid or payable for the affected Service in the 12 months immediately preceding the first event giving rise to the claim. For a free Service, the cap is GBP 100.

23.3 The cap applies in aggregate to all events arising from the same or related facts. Refunds, service credits and amounts paid in settlement count toward it. No claim may be brought more than 12 months after the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it, except where law prevents contractual shortening.

23.4 The Customer is responsible for obtaining insurance appropriate to the value and sensitivity of its data and the consequences of unavailable or incorrect output.

24. Confidentiality of Customer information

24.1 Quill will protect non-public Customer Data and business information disclosed in confidence using at least reasonable care and use it only to perform the Agreement, exercise rights, obtain professional advice or comply with law.

24.2 Either party may disclose the other's confidential information to personnel, affiliates and suppliers with a need to know and confidentiality duties; or where legally compelled, giving prior notice where lawful and practicable.

24.3 Confidentiality does not cover information demonstrably known without restriction, independently developed without use, lawfully received from a third party, or public other than through breach. Customer confidentiality obligations are also subject to clause 12.

25. Publicity

25.1 Neither party may imply endorsement by the other. Quill may identify the Customer by name and logo in a factual customer list only where the Order Form permits it or the Customer has consented, and will stop future use after written withdrawal where reasonably practicable.

25.2 The Customer must not use Quill branding except to identify genuine use of the Service in accordance with brand guidance.

26. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including internet or cloud failure, cyberattack not caused by its failure to use reasonable care, utility failure, labour dispute, epidemic, natural event, governmental action or supplier failure. Payment obligations are not excused.

27. Notices and electronic contracting

27.1 Quill may send notices to the billing or administrator email, display them in the Service or publish updated Terms where clause 28 permits. The Customer must keep contact details current.

27.2 Legal notices to Quill must be sent to the legal contact or registered office shown on the applicable Order Form, invoice or Quill website. Email is received when no delivery failure is returned; post is received two business days after posting within the UK.

27.3 Electronic acceptance, account records, audit logs and electronic signatures may evidence agreement and instructions.

28. Changes to the Agreement

28.1 Quill may update the Agreement for legal, regulatory, security, abuse-prevention, technical or product reasons. Material changes normally take effect on reasonable notice or at renewal. Urgent security or legal changes may take effect immediately.

28.2 If a non-urgent material change substantially disadvantages the Customer during a committed paid term, the Customer may terminate the affected Service by notice before it takes effect and receive a pro-rata refund of prepaid fees for the unused affected period. Continued use after the effective date constitutes acceptance.

29. General

29.1 The Agreement is the entire agreement about the Service and supersedes prior discussions. Neither party relies on a statement not set out in it, without excluding fraud.

29.2 The Customer may not assign, transfer, charge or subcontract the Agreement without Quill's written consent. Quill may assign it to an affiliate or in connection with financing, reorganisation, merger, acquisition or sale of business or assets.

29.3 Failure or delay to enforce a right is not a waiver. Rights and remedies are cumulative. If a term is invalid, it is modified to the minimum extent necessary or severed; each restriction operates separately.

29.4 Nothing creates a partnership, agency, fiduciary relationship or employment. Neither party may bind the other. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999.

29.5 The Agreement and non-contractual obligations are governed by English law. The courts of England and Wales have exclusive jurisdiction, although Quill may seek urgent injunctive or protective relief in any competent jurisdiction.

Schedule 1, Data Processing Schedule

This Schedule is incorporated into the Agreement whenever Quill processes personal data on behalf of the Customer.

A. Scope and roles

A.1 This Schedule applies where Quill processes personal data contained in Customer Data on behalf of the Customer. It forms part of the Agreement and is intended to satisfy Article 28 UK GDPR.

A.2 The Customer is controller and Quill is processor, unless the Customer acts as processor for another controller, in which case Quill is subprocessor. The Customer confirms it has authority to appoint Quill and give the instructions in the Agreement.

B. Processing details

Subject matter: hosting, organising, analysing, visualising, publishing and managing Customer Data through the Service. Duration: the Subscription Term plus lawful retention and deletion periods. Nature: collection, access, storage, structuring, transformation, analysis, transmission, display, retrieval, support, backup and deletion.

Purpose: providing, securing, supporting and maintaining the Service in accordance with Customer instructions. Data subjects may include Customer personnel, clients, prospects, suppliers, users and other individuals represented in Customer Data. Personal-data types are determined by the Customer and may include identity, contact, employment, commercial, behavioural, device, usage and other business data, but High-Risk Data is prohibited unless expressly agreed.

C. Instructions

C.1 Quill will process personal data only on documented Customer instructions, including the Agreement, configured use, support requests and lawful user actions, unless UK law requires processing. Where lawful, Quill will inform the Customer before legally required processing.

C.2 If Quill reasonably believes an instruction infringes Data Protection Laws, it may suspend that instruction and inform the Customer. The Customer remains responsible for the lawfulness and completeness of its instructions.

D. Confidentiality and security

D.1 Quill will ensure persons authorised to process personal data are bound by confidentiality and will implement appropriate technical and organisational measures under Article 32, taking account of state of the art, implementation cost, processing nature and risk.

D.2 Security measures may include access control, authentication, encryption in transit and at rest where appropriate, logging, vulnerability management, backup, resilience, incident response and periodic review. Measures may evolve provided overall protection is not materially reduced.

E. Subprocessors and transfers

E.1 The Customer gives general written authorisation for subprocessors needed to provide the Service. Quill will maintain information about material subprocessors and provide a mechanism or reasonable notice for material changes.

E.2 The Customer may object on reasonable data-protection grounds within the notified period. The parties will seek a practical solution; if none is available, Quill may terminate the affected Service and refund prepaid fees for the unused affected period as the Customer's sole remedy.

E.3 Quill will impose materially equivalent data-protection obligations on subprocessors and remains responsible for their performance as required by law. Restricted international transfers will use an applicable adequacy regulation, the UK International Data Transfer Agreement, UK Addendum or another lawful safeguard.

F. Assistance and incidents

F.1 Taking account of the nature of processing, Quill will provide reasonable assistance through appropriate measures for data-subject requests and, considering information available, for security, breach notification, DPIAs and prior consultation obligations.

F.2 Quill will notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer personal data and provide available information reasonably required for the Customer's obligations. Notification is not an admission of fault.

F.3 Assistance beyond standard Service functionality may be chargeable at Quill's then-current professional rates unless required because of Quill's breach.

G. Return, deletion and audit

G.1 At the Customer's choice, made before termination or within an available post-termination window, Quill will return or delete personal data, and will delete existing copies unless law requires storage. Backup copies may remain until securely overwritten in the ordinary cycle, isolated from routine use.

G.2 Quill will make information reasonably necessary to demonstrate compliance available and permit audits required by Article 28. Audits must first use current certifications, reports and questionnaires where sufficient; otherwise they require at least 30 days' notice, occur no more than annually unless a breach or regulator requires otherwise, avoid disruption and exposure of other customers, and be conducted by an independent qualified auditor under confidentiality at the Customer's cost.

G.3 Quill may charge reasonable costs of bespoke assistance or audit except where the audit identifies a material breach by Quill.

H. Priority and liability

If this Schedule conflicts with the Terms on personal-data processing, this Schedule prevails. The liability exclusions and cap in the Terms apply to this Schedule to the fullest extent permitted by Data Protection Laws, without limiting data-subject rights or regulatory powers.

Acceptance record

These Terms may be accepted electronically. Where a signed Order Form is used, the customer legal name, company number and jurisdiction, authorised signatory, signature, date and Order Form or account reference may be recorded there. Acceptance may also be given inside Quill.