1. Parties

1.1 This Agreement is made between:

(1) Debt Register, a company (company number 11997813) incorporated in England and Wales with its offices at Rosebery House, 59 East Street, Epsom, Surrey, KT17 1BP  (“Debt Register”); and

(2) Claimant: The person or entity identified in the applicable Schedule who registers to use the Platform (“Claimant”).

1.2 Each a “Party” and together the “Parties”.

Debt Register – Master Terms

These Master Terms (the “Terms”) form part of the Agreement between the Parties identified in Section 1 (Parties). Any Schedules, if applicable, incorporate and are governed by these Terms.

2. Interpretation & Definitions

2.1 Capitalised terms have the meanings set out below or as otherwise defined in the Agreement. Defined terms in any Schedule shall have the meanings given in these Terms unless expressly stated otherwise.

2.2 Key Definitions:
• “Platform” means Debt Register’s Leverage-as-a-Service software platform made available via the application Website.
• “Services” means access to and use of the Platform and any Deliverables, as further described in Section 4 and applicable Schedules.
• “Claimant” means the customer entity entitled to use the Platform under the Agreement.
• “Defendant(s)” means persons or entities who owe money to the Claimant.
• “Debts” means unpaid debts uploaded by the Claimant (including disputed debts unresolved after attempts at resolution).
• “Deliverables” means documents, data, reports and other materials developed by Debt Register in relation to the Services.
• “Enrichment Services” means supplementary services to enrich Customer Data, if purchased.
• “Charges” means fees payable by the Claimant, as set out in Schedule 1 (if applicable).
• “Services Start Date” means the date specified in Schedule 1.
• “Term”, “Initial Term”, and “Renewal Term” have the meanings given in Section 3.

3. Commencement & Term

3.1 The Agreement commences on the Commencement Date and continues for the Term.
3.2 Unless otherwise stated in Schedule 1, the Agreement auto-renews for successive twelve (12) month Renewal Terms unless either Party gives not less than three (3) months’ written notice prior to the end of the then-current term.

4. Supply of Services

4.1 Debt Register shall provide the Services with reasonable care and skill. The Platform enables Claimants to upload Debts (with full contact details and breakdowns) and to seek payment from Defendants.
4.2 Subject to Section 7 and applicable law, Debt Register may communicate with Defendants by email (and, where agreed in Schedule 1, by letter or other means). If a Debt remains unpaid after communications, Debt Register may report the default to credit reference agencies as permitted by law.

4.3 Claimants can view and download data and any available reports from the Platform at any time during the Term, subject to the Agreement.

4.4 Service Levels & Support. Any target resolution times, response times, or service levels (“SLAs”) provided in a Schedule, handbook, or SOC2 report are non-binding objectives only. Debt Register shall use commercially reasonable efforts to meet such SLAs; however, failure to meet specific timelines shall not constitute a material breach of this Agreement and shall not give rise to any service credits or financial penalties unless expressly agreed otherwise in writing.

5. Enrichment Services

5.1 Where purchased (see Schedule 1), Debt Register shall provide Enrichment Services. Details of scope and any included credits are set out in Schedule 1.
5.2 Enrichment Services are supplementary and do not constitute legal, financial or professional advice. The Claimant is responsible for validating any outputs.

6. Fees & Payment

6.1 Charges and commercial variables are as set out in Schedule 1 (Quotation) where applicable; during any free evaluation, Schedule 2 (Trial Terms) applies.
6.2 Invoices are payable within thirty (30) days of the invoice date. Charges are exclusive of VAT, which shall be applied at the prevailing rate.
6.3 Debt Register may suspend the Services for non-payment on reasonable notice, without prejudice to its other rights.

7. Communications with Defendants

7.1 The Claimant is responsible for the accuracy and legality of Debts and associated data and for ensuring that communications comply with applicable laws.
7.2 Communications will use templates approved by Debt Register; custom templates may be used where agreed in writing.

8. Data Protection & Confidentiality

8.1 Each Party shall comply with applicable data protection laws. Where the Platform processes personal data on behalf of the Claimant, the Parties agree to the Data Processing Addendum referenced by these Terms.
8.2 Each Party shall keep confidential all non-public information obtained in connection with the Agreement and use it only for the purposes of performing the Agreement.

9. Intellectual Property

9.1 All intellectual property rights in the Platform and Deliverables remain with Debt Register and/or its licensors. No rights are granted other than as expressly set out in the Agreement.
9.2 Debt Register grants the Claimant a non-exclusive, non-transferable right to access and use the Platform for the Term in accordance with these Terms and the Schedules.

10. Acceptable Use & Data Rights

10.1 The Claimant shall not: (a) copy, modify, or create derivative works of the Platform; (b) resell, sublicense or provide access to third parties; (c) attempt to gain unauthorised access or perform security testing without consent; (d) use the Platform in a manner that infringes applicable law or third-party rights.

10.2 Service Improvement & AI Training. Notwithstanding any other provision of this Agreement, Debt Register shall have the right to compile, collect, analyze, and use Anonymized Data (defined as data that has been aggregated, de-identified, or otherwise anonymized such that it does not identify the Claimant, any Defendant, or any specific individual) for the purposes of: (a) providing, securing, and improving the Platform and Services; (b) developing new features, products, and functionality; and (c) training, tuning, and validating artificial intelligence and machine learning models.

10.3 Debt Register shall retain all intellectual property rights in such Anonymized Data and any models, insights, or derivative works created from it. The Claimant grants Debt Register a perpetual, worldwide, royalty-free licence to use the Claimant’s data to create Anonymized Data for these purposes.

11. Warranties & Disclaimers

11.1 Except as expressly stated, the Services are provided “as is” and “as available”. Debt Register disclaims implied warranties to the maximum extent permitted by law.

12. Liability

12.1 Neither Party limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.
12.2 Subject to Section 12.1, neither Party shall be liable for indirect or consequential loss, including loss of profits, goodwill, or data.
2.3 Cap. Subject to Sections 12.1 and 12.2, each Party’s aggregate liability arising out of or in connection with the Agreement in any Contract Year shall not exceed the total Charges paid or payable by the Claimant for that Contract Year. All claims in a Contract Year are aggregated for the purposes of this cap. During any Trial Period, the cap in Schedule 2 applies. During the Trial Period (if any), the liability cap shall be as set out in Schedule 2.

13. Suspension

13.1 Debt Register may suspend the Services immediately where required by law, for security reasons, for non-payment under Section 6, or for a material breach of the Agreement.

14. Termination

14.1 Either Party may terminate the Agreement on written notice if the other Party commits a material breach which is not remedied within thirty (30) days of notice. Either Party may terminate for insolvency events of the other Party. Trial termination rights are set out in Schedule 2.

15. Consequences of Termination

15.1 On termination, the Claimant’s right to access the Platform ends and all unpaid Charges become immediately due. Data export and retention are handled in accordance with Schedule 2 (during Trial) and otherwise as agreed in Schedule 1 or the DPA.

16. Order of Precedence

16.1 In the event of conflict: (a) during any Trial Period, Schedule 2 – Trial Terms prevails solely for evaluation matters; otherwise these Terms govern; (b) following conversion to paid services, these Terms prevail over Schedule 1 – Quotation & Commercial Terms.

17. Notices

17.1 Notices must be in writing and sent to the addresses set out for the Parties, or to such other address notified in accordance with this Section.

18. General

18.1 Assignment: Neither Party may assign the Agreement without the other’s consent (not to be unreasonably withheld), except that Debt Register may assign to an affiliate or in connection with a corporate transaction.
18.2 Subcontracting: Debt Register may use subcontractors; it remains responsible for their acts and omissions.
18.3 Force Majeure: Neither Party is liable for delay or failure caused by events beyond its reasonable control.
18.4 Changes: Updates to these Terms will be effective upon written agreement or as otherwise permitted in the Agreement.

19. Governing Law & Jurisdiction

19.1 The Agreement and any disputes arising out of or in connection with it are governed by the laws of England and Wales. 19.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.