Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between Midbound Limited, incorporated in England and Wales with its registered office at Spaceworks Building, 21 Plumbers Row, London, United Kingdom E1 1AG (“Midbound,” “Leadpipe,” “we,” “us,” or “our”), and the individual or entity accessing or using the Services (“you” or “Customer”). The “Services” include the Leadpipe website at https://leadpipe.com, web applications, application programming interfaces (“APIs”), software development kits, documentation, sample code, support services we elect to provide, and any related professional services identified in an order form. By creating an account, clicking an acceptance button, accessing the Services, or signing an order form that references these Terms, you agree to be bound. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” refers to that entity. If you do not agree, do not use the Services.

These Terms incorporate by reference our Privacy Policy (for personal data we process as a controller in connection with the Services) and our Cookie Policy. If you purchase paid Services, additional terms may appear on an order form, statement of work, or data processing agreement (“DPA”). In case of conflict between these Terms and a signed order form or DPA, the signed document prevails for that specific subject matter, except that nothing in any document limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be excluded under applicable law.

We may update these Terms from time to time. We will post the revised Terms on this page and update the “Last updated” date. If a change is material and adversely affects your rights, we will provide reasonable advance notice via email or in-product notification where practicable. Your continued use after the effective date constitutes acceptance except where applicable law requires express consent. If you object to material changes, your exclusive remedy is to stop using the Services and terminate in accordance with the termination section.

These Terms are drafted for business customers and sophisticated users. Where a natural person uses the Services wholly outside trade, business, or craft, mandatory consumer protection rules may apply in addition to these Terms and may override certain limitations to the extent they cannot lawfully be contractually waived. If any provision is deemed unenforceable in your jurisdiction, it will be modified to the minimum extent necessary or severed, and the remainder continues. Capitalised terms defined once apply throughout unless a different meaning is expressly indicated. References to statutes include amendments and successor provisions. Time periods stated in days are calendar days unless “business days” is specified. Any example, illustration, or table in Documentation does not amend these Terms unless the Order explicitly incorporates it.

1. Definitions

Unless otherwise defined, capitalised terms have the following meanings:

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of voting securities or equivalent power to direct management.
• “Authorised Users” means individuals whom Customer permits to use the Services under Customer’s account, including administrators, employees, contractors, and agents.
• “Customer Data” means data, content, or materials that Customer or Authorised Users submit to the Services or that the Services generate for Customer based on Customer’s configuration, excluding Midbound’s proprietary templates, algorithms, and anonymised aggregate statistics that do not identify Customer.
• “Documentation” means our then-current technical and user documentation made generally available for the Services.
• “Fees” means subscription, usage, professional services, or other charges set out in an order form or published pricing page.
• “Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, database rights, moral rights, and similar rights recognised in any jurisdiction.
• “Order” means an ordering document, online checkout, or self-service plan selection that specifies Services, quantities, and Fees.
• “SLA” means any service level agreement we offer for a specific tier, if and only if referenced in your Order.
• “Subscription Term” means the period for which Customer has purchased access, including any renewals.
• “Usage Data” means telemetry and metrics about how Authorised Users interact with the Services, which may be aggregated or pseudonymous.
• “Workspace” means a logical container within the Services for configuration, data segregation, and billing attribution as described in the Documentation.

Other capitalised terms are defined in context. Words importing the singular include the plural and vice versa. “Writing” includes email unless a provision expressly requires ink signature. “Business day” means a day other than Saturday, Sunday, or public holiday in London when banks are open for general business. “Including” and similar words do not limit generality of preceding words. If Customer comprises multiple Affiliates under one Order, obligations are joint and several where stated or where necessary for practical enforcement.

2. Access grant and restrictions

Subject to these Terms and payment of applicable Fees, we grant Customer a non-exclusive, non-transferable (except as permitted herein), non-sublicensable right during the Subscription Term to access and use the Services and Documentation solely for Customer’s internal business purposes and in accordance with technical limits (for example API rate limits, seat counts, and data volume tiers) associated with Customer’s plan. Customer may not: (a) copy, modify, create derivative works of, or reverse engineer any part of the Services except to the limited extent permitted by mandatory law; (b) sell, resell, rent, lease, or time-share the Services except as expressly permitted in a separate reseller or white-label agreement; (c) probe, scan, or test vulnerability of our systems without written authorisation; (d) interfere with or disrupt integrity or performance; (e) access the Services to build a competitive product or service or copy features by systematic scraping; (f) remove proprietary notices; (g) use the Services to violate law or third-party rights; (h) transmit malware or unlawful content; (i) circumvent technical protection measures or usage limits; or (j) permit sharing of credentials among multiple individuals except through designated multi-user features.

We may modify the Services to improve security, interoperability, or functionality. We will endeavour to avoid materially reducing core functionality during a prepaid Subscription Term except where required for legal, security, or third-party integration reasons, in which case we will provide reasonable notice where practicable.

3. Accounts, credentials, and Authorised Users

Customer is responsible for maintaining accurate registration information and for all activities under its account, whether or not authorised. Customer must ensure Authorised Users comply with these Terms and must promptly revoke access for departed personnel. Customer must notify us immediately of unauthorised use or security incidents at support@leadpipe.com. We may suspend access if we reasonably believe compromise or breach of these Terms has occurred, with notice where legally permissible.

4. Customer Data and processing roles

As between the parties, Customer retains all rights to Customer Data. Customer grants Midbound a worldwide, royalty-free licence to host, process, transmit, display, and otherwise use Customer Data solely to provide the Services, prevent or address technical problems, comply with law, and as described in the Privacy Policy and DPA. Customer represents and warrants that it has all rights, consents, and notices necessary to submit Customer Data and to permit processing in accordance with these Terms, including for visitor identification, enrichment, routing to integrations, and analytics Customer configures.

Midbound processes Customer Data as a processor when performing Services on Customer’s behalf, and as a controller for limited operational purposes (for example billing, abuse prevention across tenants, and product analytics that are not solely Customer-specific) as described in the Privacy Policy. The DPA available at Customer’s request or linked from the account governs processor processing and subprocessor relationships.

5. Acceptable use policy (detailed)

Customer must not use, and must not assist others in using, the Services:

1. To violate export control, sanctions, anti-bribery, child safety, intellectual property, privacy, or consumer protection laws.
2. To send unsolicited bulk commercial messages without legally required consents and opt-outs.
3. To harvest email addresses, phone numbers, or similar identifiers in violation of site terms or law.
4. To impersonate any person or misrepresent affiliation.
5. To conduct high-risk activities without appropriate human oversight where legally required (for example certain credit, employment, or housing decisions governed by local law, Customer acknowledges it designs workflows).
6. To train external artificial intelligence models on outputs of the Services for the purpose of creating a competing general-purpose model, except where expressly permitted in writing.
7. To exceed fair-use thresholds or API limits in a manner that degrades shared infrastructure, after notice and cure period where reasonable.

We may investigate suspected violations and cooperate with law enforcement. Remedies include suspension, termination, and legal action. Nothing in this section limits other rights or remedies.

6. Third-party services and integrations

The Services may interoperate with third-party platforms (CRMs, advertising networks, data warehouses, messaging tools). Those services are independent agreements between Customer and the third party. We are not responsible for third-party availability, accuracy, or compliance. If Customer enables an integration, Customer authorises us to exchange Customer Data with that third party as configured. Third-party terms may impose additional restrictions on use of their APIs; Customer must comply.

7. Fees, taxes, trials, and payment

Customer agrees to pay Fees in the currency and at the intervals stated in the Order. Unless otherwise stated, Fees are non-cancellable during the Subscription Term and non-refundable except where mandatory consumer rights apply or we expressly agree in writing. We may change published list prices for renewals with reasonable advance notice. Late payments may incur interest at the lesser of one and one-half percent per month or the maximum permitted by law, plus reasonable costs of collection.

Fees are exclusive of VAT, GST, sales tax, and similar taxes, which Customer is responsible for where applicable. If withholding tax applies, Customer grosses up so we receive the full invoiced amount unless a valid tax treaty documentation process applies.

Free trials or beta access may be limited, monitored, and terminated at any time. Trial data may be deleted unless Customer converts to a paid plan within any grace period we communicate.

8. Intellectual property ownership

Midbound and its licensors own the Services, Documentation, software, algorithms, user interface, templates (excluding Customer Data embedded therein), trademarks, and aggregate insights derived from use of the Services that do not identify Customer. Except for the limited access grant, no rights are granted by implication or estoppel. Open-source components are licensed under their respective licences; copies of notices are available on request.

Customer grants Midbound a licence to use Customer’s name, logo, and general description of use case in marketing materials unless Customer opts out in writing, except we will not issue press releases naming Customer without prior approval.

Feedback (suggestions, comments, or ideas) is voluntary. Customer grants Midbound a perpetual, irrevocable, royalty-free licence to use feedback for any purpose without obligation of confidentiality or compensation, subject to our Privacy Policy for any personal data within feedback.

9. Confidentiality

Each party (“Recipient”) may receive non-public information from the other (“Discloser”) that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Recipient will use the same degree of care as for its own similar information but no less than reasonable care, and will use Confidential Information only for the purposes of these Terms. Exclusions include information that is public without breach, already known, independently developed, or rightfully received from a third party. Recipient may disclose when required by law if it gives notice where permitted. Return or destruction may be required upon termination subject to backup and legal retention exceptions.

10. Warranties and disclaimers

Each party represents that it has validly entered into these Terms and that doing so does not violate any other agreement. Midbound warrants that it will provide the Services substantially in accordance with the Documentation during the Subscription Term, using commercially reasonable skill and care. For any breach of this limited warranty, Customer’s exclusive remedy and Midbound’s entire liability is re-performance of the deficient Services or, if re-performance is not commercially reasonable, credit of Fees attributable to the deficient period. This warranty is void if failure results from misuse, third-party products, or modifications not authorised by Midbound.

EXCEPT AS EXPRESSLY STATED, THE SERVICES, DOCUMENTATION, BETA FEATURES, AND ANY PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIDBOUND AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MIDBOUND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT IDENTIFICATION OF VISITORS, INTENT SIGNALS, OR ENRICHMENT DATA WILL BE COMPLETE, ACCURATE, OR AVAILABLE FOR EVERY INDIVIDUAL OR SESSION. CUSTOMER ACKNOWLEDGES THAT IDENTIFICATION AND INTENT PRODUCTS DEPEND ON TECHNICAL, JURISDICTIONAL, AND THIRD-PARTY DATA FACTORS OUTSIDE MIDBOUND’S CONTROL.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MIDBOUND OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MIDBOUND’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO MIDBOUND FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED BRITISH POUNDS (£100), IF NO FEES WERE PAID IN THAT PERIOD. FOR FREE TRIALS OR EVALUATIONS, MIDBOUND’S LIABILITY WILL NOT EXCEED ONE HUNDRED BRITISH POUNDS (£100) IN THE AGGREGATE UNLESS A SEPARATE SIGNED AGREEMENT PROVIDES OTHERWISE.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT MAY NOT BE LIMITED BY LAW. MULTIPLE CLAIMS DO NOT ENLARGE THESE CAPS. THE PARTIES AGREE THAT THE LIMITATIONS ALLOCATE RISK AND THAT FEES REFLECT THIS ALLOCATION.

12. Indemnification

Customer will defend, indemnify, and hold harmless Midbound and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data or Customer’s use of the Services in breach of these Terms or law; (b) Customer’s violation of third-party rights including intellectual property and privacy; (c) disputes between Customer and its End users, leads, or integration partners; or (d) Customer’s gross negligence or wilful misconduct. Midbound will promptly notify Customer of any claim, cooperate in defence at Customer’s expense, and Customer will not settle any claim admitting liability for Midbound without Midbound’s prior written consent.

Midbound will defend Customer against any third-party claim alleging that the Services, as provided by Midbound without modification by Customer, infringe a UK or EU patent, copyright, or trademark, and will pay amounts finally awarded by a court or agreed in settlement, subject to Midbound’s right to: (i) procure a licence; (ii) modify the Services to be non-infringing; or (iii) terminate the affected Services and refund prepaid Fees for the unused portion. This obligation excludes claims arising from Customer Data, combinations with non-Midbound products, or use after notice to discontinue. THIS PARAGRAPH STATES MIDBOUND’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

13. Subscription term, renewal, and termination

The Subscription Term begins on the start date in the Order and continues for the initial period specified. Unless either party gives notice of non-renewal before the deadline stated in the Order (or, if none, thirty days prior to expiry), subscriptions renew for successive periods of equal length at then-current rates. Either party may terminate for material breach that remains uncured thirty days after written notice (or ten days for payment breach). Midbound may suspend or terminate immediately if required by law, if Customer’s use creates a security risk, or if we reasonably believe continued use would violate law. Upon expiration or termination, Customer’s access ceases. Provisions intended to survive (including confidentiality, disclaimers, limitations, indemnities, governing law, and dispute resolution) survive.

14. Effect of termination; data export and deletion

Customer is responsible for exporting Customer Data prior to termination using tools we make available. After a reasonable post-termination window stated in the Documentation or Order (or thirty days if unspecified), we may delete Customer Data from active systems subject to backup and legal retention policies described in our Privacy Policy. We are not obliged to retain data beyond that period unless law requires.

15. API usage, rate limits, and keys

API access requires valid credentials. Customer must rotate compromised keys promptly. Rate limits, concurrency caps, and payload sizes apply per plan. Midbound may throttle or suspend abusive traffic. Customer must not share API keys across unrelated tenants or expose keys in client-side code where it would create unreasonable risk. Documentation specifies authentication schemes; Customer must implement them correctly.

16. Beta and preview features

We may offer optional beta or preview functionality. Such features are experimental, may change or end without notice, may contain defects, and are provided without warranty. Customer uses them at its own risk and should not rely on them for mission-critical workflows without independent safeguards.

17. Professional services

If Customer purchases implementation, training, or consulting (“Professional Services”), scope, deliverables, and Fees are set out in a statement of work. Unless otherwise stated, Professional Services are provided on a time-and-materials or fixed-fee basis as agreed, and any dates are estimates. Customer will provide timely access, cooperation, and accurate information. Midbound may use subcontractors bound by confidentiality and quality obligations.

18. Compliance with laws; export; sanctions

Each party will comply with laws applicable to its role. Customer must not use the Services in embargoed jurisdictions or by sanctioned parties in violation of UK, EU, US, or other applicable sanctions. The Services may be subject to export control laws; Customer represents it is not prohibited from receiving them. Midbound may restrict access where legally required.

19. Anti-bribery and ethics

Each party warrants that it has not and will not offer, promise, or give anything of value to improperly influence a public official or commercial counterparty in connection with these Terms. Customer will comply with applicable anti-bribery and anti-corruption laws including the UK Bribery Act 2010.

20. Independent contractors; no partnership

The parties are independent contractors. Nothing creates a partnership, agency, or joint venture. Neither party may bind the other except as expressly stated.

21. Assignment

Customer may not assign or transfer these Terms without Midbound’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice. Midbound may assign to an Affiliate or successor without consent. Any prohibited assignment is void.

22. Force majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including acts of God, war, terrorism, riots, fire, epidemic, failure of public infrastructure, or third-party cloud outages, provided it uses commercially reasonable efforts to mitigate and notify the other. Fees may continue during force majeure affecting Customer’s use if Services remain available to other customers.

23. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales, without regard to conflict-of-law principles. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights of consumers in their country of residence. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. Dispute resolution and informal escalation

Before commencing court proceedings, the parties will attempt in good faith to resolve disputes through designated commercial contacts. Either party may seek interim injunctive relief in any court of competent jurisdiction to protect intellectual property or confidentiality. Class or representative actions are not permitted to the extent waivable under applicable law for business-to-business contracts; where not waivable, this clause is modified to the minimum extent necessary.

25. Notices

Notices to Midbound must be sent to support@leadpipe.com and, for legal notices, by registered post to our registered office. Notices to Customer may be sent to the email address associated with the account or posted in-product. Notices are deemed received when delivered or, for email, when sent without bounce, unless the receiving party proves non-receipt.

26. Entire agreement; amendments

These Terms, together with the Order, DPA where applicable, and referenced policies, constitute the entire agreement and supersede prior discussions. No amendment is binding unless in writing signed by both parties or posted by Midbound for online-accepted Terms as described above.

27. Severability and waiver

If any provision is invalid or unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver unless in writing.

28. Third-party beneficiaries

Except for Affiliates benefiting from indemnities and limitations, there are no third-party beneficiaries.

29. Interpretation; language

Headings are for convenience. “Including” means including without limitation. The English language version prevails over translations. Ambiguities shall not be construed against the drafter in a commercial B2B context beyond what law requires.

30. Insurance and operational resilience

Midbound maintains commercially appropriate insurance and business continuity measures. Details may be shared under confidentiality on reasonable request from enterprise Customers for vendor due diligence.

31. Benchmarking and public comparisons

Customer may not publish benchmarks or comparative performance results relating to the Services without Midbound’s prior written consent, except where prohibited by applicable law.

32. Customer reference and case studies

Unless Customer opts out in writing, Midbound may identify Customer as a user. Detailed case studies require separate approval.

33. Service monitoring and improvement

Midbound may monitor usage patterns, errors, and performance metrics to operate and improve the Services, in accordance with the Privacy Policy. Customer will not interfere with such monitoring except to the extent required for security testing agreed in advance.

34. Open-source software and third-party components

The Services may include open-source software. Copyleft obligations, if any, apply only to the extent required by the applicable licence and do not generally extend to Customer Data. Midbound will use reasonable efforts to document major components.

35. Technical support and maintenance

Support hours, channels, and response targets depend on plan tier. Maintenance windows may occur with notice where practicable. Emergency maintenance may occur without advance notice.

36. Customer’s systems and responsibilities

Customer is responsible for its own hardware, networks, browsers, and integrations. Customer must maintain lawful bases and transparency toward End users for data it collects and routes through Leadpipe.

37. No high-risk use without safeguards

Customer must not use the Services as the sole basis for decisions with legal or similar significant effects on individuals where such use is regulated and requires additional safeguards, unless Customer implements legally required measures independent of Midbound’s standard Services.

38. Order of precedence (summary)

For conflicts: DPA over Terms for processor processing; Order over Terms for commercial specifics; Terms over general marketing descriptions. Policies linked from Terms apply as stated in those documents.

39. Contact

Questions about these Terms: support@leadpipe.com. Midbound Limited, Spaceworks Building, 21 Plumbers Row, London, United Kingdom E1 1AG.

40. Invoicing, purchase orders, and procurement compliance

Where Customer issues a purchase order for convenience, any terms on that purchase order that conflict with these Terms or the Order have no effect unless expressly signed by Midbound. Invoices are due net thirty days from the invoice date unless another term appears on the Order or invoice. Customer must dispute invoice line items in good faith within fourteen days of receipt with reasonable detail; undisputed portions remain due. Midbound may apply payments to oldest outstanding balances first. If Customer is required by internal policy to use a vendor portal, Customer remains responsible for timely payment even if portal workflows delay processing, provided Midbound issued a conforming invoice to the contact on file. Credit memos, if any, apply only to future invoices unless law requires cash refund. Midbound may require direct debit, card on file, or wire transfer for certain tiers or geographies. Chargebacks initiated without prior good-faith dispute resolution may result in suspension until resolved and may incur administrative fees where permitted.

41. Usage measurement, overages, and true-ups

Certain plans meter usage by identifiable metrics such as identified visitors, enriched records, API calls, seats, workspaces, or data export volume, as described in the Order or in-product billing screens. Midbound’s measurement tools are the primary record unless proven erroneous by clear evidence. If Customer exceeds entitlements, Midbound may invoice overages at published rates or require upgrade. Where annual true-up applies, Customer will pay for actual usage above committed volumes at the rates in the Order or, if silent, at then-current list rates prorated for the applicable period. Midbound may offer grace thresholds or soft limits but is not obliged to do so. Customer may not artificially split accounts to evade metering. If usage spikes suggest technical misconfiguration or abuse, Midbound may contact Customer to remediate before charging unexpected amounts where commercially reasonable.

42. Service levels, credits, and exclusions

If an SLA applies, credits are Customer’s sole remedy for covered downtime, subject to claim procedures and caps in the SLA document. SLAs typically exclude unavailability caused by factors outside Midbound’s reasonable control, including internet or connectivity failures upstream of Midbound’s demarcation, Customer’s integrations misconfigured by Customer, third-party API outages, emergency maintenance, suspension for breach, or denial-of-service attacks. Customer must request credits within thirty days of the month in which the incident occurred. SLA credits, if issued, may offset future Fees or be applied as agreed in writing; they do not convert to cash except where mandatory law requires. Aggregated monthly uptime calculations exclude scheduled maintenance windows announced with reasonable advance notice where the SLA so provides. Beta features are not covered by production SLAs unless explicitly stated in writing.

43. Security obligations of Customer

Customer will implement reasonable administrative and technical controls for Authorised Users, including MFA where offered, least-privilege role assignments, offboarding procedures, and secure handling of API keys and webhook secrets. Customer must promptly apply security patches to its own systems that interface with the Services. Customer will not attempt to bypass logging, tamper with audit trails, or introduce code into Midbound’s environment without authorisation. If Customer becomes aware of a vulnerability affecting the Services, it will report responsibly and refrain from public disclosure until Midbound has had a reasonable opportunity to remediate, except where law requires earlier disclosure to regulators or affected individuals.

44. Subcontracting by Customer (reverse flow)

If Customer permits a contractor or agency to access the Services, Customer remains fully liable for their acts and omissions as if Customer performed them. Customer must ensure such third parties are bound by confidentiality and acceptable use obligations no less protective than these Terms. Customer may not grant broad administrative rights to unrelated third parties without Midbound’s prior approval where such access could affect shared infrastructure.

45. Regulatory change and feature availability

If changes in law, court decisions, or platform policies materially impair Midbound’s ability to offer specific features (for example certain identification techniques in particular jurisdictions), Midbound may modify or sunset those features with notice where practicable. Fees may be adjusted at renewal to reflect re-engineering costs or reduced scope. Nothing in these Terms guarantees uninterrupted availability of any particular integration partner; partners may deprecate APIs with their own notice periods.

46. Records, audit cooperation, and regulatory inquiries

Midbound will maintain records appropriate to its regulatory obligations and will reasonably assist Customer with Customer’s compliance audits directed at Midbound’s processing of Customer Data, subject to confidentiality, reasonable scheduling, and reimbursement of professional time at Midbound’s standard rates if voluminous, except where prohibited by the Order or DPA. If a regulator contacts Midbound about processing related to Customer, Midbound may share necessary information with the regulator and will notify Customer where legally permitted.

47. Morality clause and reputational risk

If Customer’s use of the Services in public-facing campaigns is likely to expose Midbound to widespread reputational harm due to unlawful, fraudulent, or grossly offensive content clearly associated with Customer’s account (as reasonably determined by Midbound), Midbound may suspend the account pending investigation and may terminate for repeated violations after notice and cure where feasible.

48. No advice; compliance is Customer’s responsibility

Midbound does not provide legal advice. Customer is solely responsible for determining whether its use cases comply with marketing law, telemarketing rules, email regulations, cookie consent, employment law, financial promotions rules, healthcare privacy regimes, or sector-specific obligations. Documentation and in-product tips are illustrative, not authoritative guidance.

49. Electronic communications and signatures

Customer consents to receive notices and agreements electronically. Electronic signatures and click-through acceptances are binding to the extent permitted by the Electronic Communications Act 2000 and eIDAS where applicable.

50. Survival and cumulative remedies

Termination does not limit remedies for breaches occurring before termination. Rights and obligations that by nature should continue, including payment obligations for periods prior to termination, indemnities, limitations, confidentiality, and governing law, remain in effect. Midbound’s exercise of one remedy does not waive others unless expressly stated. These Terms may be archived periodically; the version matching your acceptance date governs disputes about events during that period unless a later version was validly accepted.