Terms & Conditions

8. Billing and payment

Subscription payments may be processed through Stripe or another payment provider notified to the customer. By purchasing a recurring subscription, the customer authorises applicable recurring charges in accordance with the selected billing period until the subscription is cancelled or otherwise terminated. The customer is responsible for maintaining valid payment information. If payment cannot be collected when due, we may contact the customer, retry payment and, where appropriate, suspend or restrict access to the service until payment is resolved.

9. Renewal and cancellation

Unless otherwise agreed, paid subscriptions automatically renew at the end of each applicable monthly or annual billing period. Customers may cancel their subscription before the next renewal date by contacting MyPathway or using any cancellation functionality made available through the service. Unless otherwise agreed, cancellation will take effect at the end of the customer's current paid billing period and access may continue until that date. Amounts already paid are generally non-refundable except: • Where required by applicable law • Where MyPathway expressly agrees otherwise in writing • Where another written agreement between MyPathway and the customer provides otherwise

Cancellation does not relieve the customer of payment obligations already incurred.

10. Trials and promotional access

MyPathway may, at its discretion, offer free trials, discounted access, promotional periods or other introductory arrangements. The duration, features and conditions of any trial or promotional arrangement will be communicated when it is offered. Unless expressly stated otherwise, MyPathway is not required to offer a free trial to any customer. Where payment details are collected in connection with a trial that automatically converts to a paid subscription, the applicable conversion and billing terms should be communicated to the customer when the trial is arranged.

11. Acceptable use

Customers and authorised users must not: • Use MyPathway for unlawful purposes • Upload information they do not have the right to process • Attempt to gain unauthorised access to the service or another customer's information • Circumvent security or access controls • Introduce malicious code, malware or harmful material • Interfere with the operation or security of MyPathway • Attempt to reverse engineer the service except where such restriction is prohibited by law • Resell, sublicense or commercially exploit MyPathway without written permission • Use the platform to harass, discriminate against or unlawfully monitor individuals • Use MyPathway in violation of applicable employment, privacy or data protection law

We may suspend or restrict access where we reasonably believe the service is being misused or where necessary to protect MyPathway, customers, individuals or third parties.

12. Intellectual property

MyPathway and its underlying software, branding, interface, designs, functionality and related materials are owned by or licensed to ATP Global Talent Ltd and are protected by applicable intellectual property laws. Except for the limited right to use the service during an active subscription, no ownership rights in MyPathway are transferred to the customer. Customers must not copy, reproduce, distribute, modify or create derivative works from MyPathway except as permitted by law or expressly authorised by us.

13. Feedback

If a customer provides suggestions, ideas or feedback regarding MyPathway, we may use that feedback to develop or improve the service without restriction or payment, provided that doing so does not grant us ownership of the customer's confidential information or Customer Data.

14. Service availability and changes

We aim to provide a reliable service, but we do not guarantee that MyPathway will be uninterrupted, error-free or available at all times. The service may occasionally be unavailable due to: • Maintenance • Updates • Technical problems • Third-party service interruptions • Security requirements • Events outside our reasonable control

We may update, improve, modify or replace features as the service develops. Where a change would materially reduce core paid functionality, we will seek to provide reasonable notice where practicable.

15. Third-party services

MyPathway may rely on or integrate with third-party services, including payment, hosting, communications or other technology providers. We are not responsible for third-party services that are outside our reasonable control. Use of third-party services may also be subject to the provider's own terms and privacy policies.

16. Confidentiality

Each party may receive non-public confidential information from the other in connection with the service. Each party agrees to use reasonable care to protect the other party's confidential information and not disclose it except: • As necessary to perform obligations under the agreement • To personnel, contractors or professional advisers who need to know it and are subject to appropriate confidentiality obligations • Where disclosure is required by law • With the other party's permission

Customer Data will be treated as confidential information subject to these Terms and applicable data protection obligations.

17. Data protection

Each party will comply with data protection laws applicable to its respective activities. Where MyPathway processes personal information on behalf of a customer, additional data-processing terms may be entered into where required. Customers are responsible for ensuring that their instructions to MyPathway comply with applicable law. Our handling of personal information is further described in the MyPathway Privacy Policy.

18. Suspension

We may temporarily suspend access to some or all of MyPathway where reasonably necessary because of: • Non-payment • A material breach of these Terms • A security threat • Suspected unlawful or fraudulent activity • Use that threatens the operation of the service • A legal or regulatory requirement

Where reasonably practicable, we will attempt to notify the customer and provide an opportunity to resolve the issue.

19. Termination

Either party may terminate the relationship in accordance with the applicable subscription and cancellation provisions. We may terminate access where the customer materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within a reasonable period after being notified. We may terminate immediately where continued provision of the service would be unlawful or create a material security risk. On termination, the customer's right to access and use MyPathway will end, subject to any agreed period of continued access.

20. Data following termination

Following termination or expiry, Customer Data may be retained for a limited period where reasonably necessary for account closure, legal compliance, dispute resolution, backup processes or other legitimate purposes. Customers should export or obtain information they require before their access ends where export functionality is available. Data may subsequently be deleted or anonymised in accordance with our retention practices, contractual obligations and applicable law.

21. Disclaimers

MyPathway is a software platform. It does not provide legal, employment, tax, payroll, accounting or professional HR advice. Customers remain responsible for decisions made using information available through MyPathway. Employee check-in scores, engagement indicators, retention information or similar functionality are intended to assist businesses with visibility and should not be treated as definitive predictions of employee behaviour or as a substitute for appropriate management judgement. To the maximum extent permitted by law, the service is provided on an "as available" basis.

22. Limitation of liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded. Subject to the above, neither party will be liable to the other for indirect or consequential losses, loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill arising from use of the service. Subject to liabilities that cannot lawfully be limited or excluded, ATP Global Talent Ltd's total aggregate liability arising out of or in connection with MyPathway and these Terms will not exceed the total subscription fees paid or payable by the customer to MyPathway during the 12 months immediately preceding the event giving rise to the claim. Nothing in this section limits the customer's obligation to pay amounts properly due under the subscription.

23. Indemnity

To the extent permitted by law, the customer will be responsible for losses, liabilities, costs or claims arising from: • Customer Data that the customer did not have the right to provide or process • The customer's unlawful use of MyPathway • The customer's material breach of these Terms • The customer's violation of applicable employment, privacy or data protection laws

This provision does not apply to the extent a loss or claim was caused by MyPathway's own breach, negligence or unlawful conduct.

24. Events outside our reasonable control

Neither party will be responsible for delay or failure to perform an obligation where caused by circumstances outside its reasonable control, except for obligations to pay amounts already due.

25. Assignment

The customer may not transfer or assign its rights under these Terms without our prior written consent, such consent not to be unreasonably withheld. We may assign or transfer our rights and obligations in connection with a corporate reorganisation, merger, acquisition, sale of business or similar transaction, subject to applicable law.

26. Changes to these Terms

We may update these Terms from time to time. Where changes materially affect an existing customer's rights or obligations, we will provide reasonable notice where required. Continued use of MyPathway following the effective date of updated Terms may constitute acceptance where permitted by applicable law.

27. Entire agreement

These Terms, together with any applicable order, subscription agreement, data-processing agreement and policies expressly incorporated into them, form the agreement between MyPathway and the customer concerning the service. If a separately signed written agreement conflicts with these Terms, the signed agreement will take precedence to the extent of the conflict.

28. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in effect.

29. No waiver

A failure or delay by either party to enforce a provision of these Terms does not waive that party's right to enforce it later.

30. Third-party rights

Unless expressly stated otherwise, no person other than the parties to these Terms has any right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

31. Governing law and jurisdiction

These Terms and any dispute or claim arising from them are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction over disputes arising out of or relating to these Terms, subject to any mandatory legal rights that apply.

32. Contact

Questions regarding these Terms may be sent to: ATP Global Talent Ltd Trading as MyPathway Company No. 14304707 Registered in England and Wales