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Terms of Service

Current version, dated 13 October 2026. The permanent address of this version.

Version: 13 October 2026.

For business customers only. These terms are for construction and building businesses that subscribe for use in their trade. They are not offered to consumers. Joining is by invitation, and we invite only UK limited companies, whether or not they are registered for VAT, and we check each company on the public register before we build its Workspace. If we ever set up a Workspace by hand for a business that is not a limited company, these terms apply to it in the same way, and that business confirms that it is buying for its trade and not as a consumer.

Please read these points with care. They limit what MVV is responsible for. Each is set out in full in the clause named after it, and the clauses apply as written.

  • Tools, not professional advice. Always have a qualified solicitor check a legal document, and a qualified accountant check your accounts and filings, before you rely on them, sign them, send them or file them. Check every estimate, programme and plan yourself, or have a qualified person check it (clauses 3.4 and 9.8).
  • Check everything. AI output, and every figure the Service produces, can be wrong: check it before you rely on it or send it (clauses 9.3 and 15.4).
  • Your use is your responsibility. You answer for what is done through your sign-ins, and for any misuse, or careless or mistaken use, of the Service and of its AI (clause 7.4).
  • Things go wrong. Storage problems, errors in the software, messages and emails that do not arrive, lost connections and power failures, among others, are service events. MVV uses reasonable care to put the Service right and, as clause 10.8 says, to restore lost data, and is otherwise not liable for these events (clause 10.8 and Schedule 3).
  • Keep your own copies. Do not keep the only copy of anything that matters in the Service. If data is lost, MVV restores it as clause 16.5 says, from the most recent available backup that holds it, and if MVV fails in that, clause 16 limits what it pays. Apart from that and its duties under the DPA and data protection law, MVV owes nothing more for lost data (clauses 10.7, 16.5 and 16.10).
  • Providers. The Service is built on other companies' services. MVV cannot guarantee their continuity, quality or prices, so the quality of the Service may vary (clause 3.7).
  • Limited liability. MVV is not liable for lost profit or indirect loss, and its total liability is limited (clause 16). What the law does not allow to be limited is not limited (clauses 16.1 and 16.10).
  • Crime by others. If someone else commits a crime against the Service or your data, such as hacking, theft, ransomware or phishing, while MVV has the security measures of the DPA in place, MVV is not liable for the loss it causes. MVV still does everything the DPA and data protection law require of it (clause 16.11).
  • Claims: 12 months, and costs. A claim against MVV must be brought within 12 months after you knew, or could reasonably have known, of the facts behind it, or it is barred. If either of us brings a claim against the other and it fails, the one who brought it pays the other's reasonable legal costs (clauses 19.14 and 19.15).
  • English law and English courts only. These terms are governed by the law of England and Wales, and every dispute goes to the courts of England and Wales alone, wherever your business is (clause 19.13). A customer established in Italy also approves the main limits separately (clause 1.3A and Schedule 4).

1. About these terms

1.1 These terms are an agreement between MVV Technologies Limited, a company registered in England and Wales with company number 17300982, registered office Suite 301, 18-24 Turnham Green Terrace, London, England, W4 1QP ("MVV", "we", "us"), and the business named in the order ("Customer", "you").

1.2 The agreement is made up of: these terms; the Data Processing Agreement ("DPA"), which forms part of them; the order (your plan, seats, fees and start date: Schedule 1); and the sub-processor list. The DPA and the sub-processor list are published with these terms on our help site, help.mvvtechnologies.com, each under its own version date. If they conflict, the DPA wins on data protection, then the order, then these terms. The order wins only on the plan, modules, seats, fees, AI allowance, start date and how you pay: it changes no other clause unless it says so expressly, names the clause and is signed by a director of MVV.

1.3 How you accept. Joining is by invitation. We email the person you nominate an invitation with a link to your own invitation page, which shows your plan, your packs of extra seats and the price of your first month. You accept these terms by ticking the box on that page. The box names the versions of these terms and of the DPA that you accept, by their dates. We record those versions and the time of the tick, and Stripe's checkout asks for your agreement again before you pay. Your Workspace is built only after Stripe records your first payment and MVV support approves the build. We aim to build it within one working day of that payment. We may withdraw an invitation that has not been paid, and an invitation not paid within 30 days of being made ends by itself. We may decline an order, for example if we cannot confirm your company: if we decline it, or are unable to build your Workspace, we return your first payment in full, cancel the subscription, and the agreement ends (clause 5.7). If we set up a Workspace for you by hand instead, we first record the payment we have received from you, and you accept these terms in writing before the Workspace is built. The person accepting accepts on behalf of the Customer and with its authority, and confirms they have authority to bind the Customer. These terms apply instead of any other terms you put forward, for example on a purchase order, whenever you send them.

1.3A Customers established in Italy. This clause applies if the Customer is established, or has its registered office or principal place of business, in Italy. These terms apply to the Customer as written, including the choice of the law of England and Wales and of the courts of England and Wales (clause 19.13). In addition, the Customer approves the clauses listed in Schedule 4 specifically and in writing, under articles 1341 and 1342 of the Italian Civil Code:

(a) the invitation page shows Schedule 4, in English and in Italian, beside a second box, separate from the box by which the Customer accepts these terms (clause 1.3). The Customer gives its specific approval by ticking that second box, or by signing Schedule 4, giving the name and position of the person who approves for it. We record that approval, its time and the versions of these terms and of the DPA it relates to, in the same way as the first tick;

(b) we build no Workspace for the Customer until both its acceptance of these terms and its specific approval of Schedule 4 have been given. If we set up a Workspace for the Customer by hand, the Customer signs Schedule 4 separately, as well as accepting these terms in writing;

(c) the specific approval is given in addition to the Customer's acceptance of every other clause of these terms, and does not limit it. Listing a clause in Schedule 4 does not mean that a clause not listed is onerous, or that the law of Italy applies to these terms.

1.4 What starts when sign-up opens. These terms are dated 13 October 2026. Some parts of the Service they describe start on the day we send our first invitation to join to a customer ("when sign-up opens" in these terms and in our other documents), and not before: joining by invitation, and payment by card and by Direct Debit (clauses 1.3 and 5.2); the daily limit on AI spend (clause 9.6); the sender name MVV sets on your emails (clause 8.1); the password emails MVV sends for your company, and the way emails are counted against your limits (clauses 8.1A and 8.2); and the handling of failed payments (clauses 6 and 17.3). Wherever one of those clauses says that something happens, it happens from that day.

2. Definitions

  • Service: MVV's business management software for construction firms, provided online as a subscription under the name MVV App, with its AI assistants, messaging, storage, backups and support.
  • Workspace: your own copy of the application, with its own web address, its own database, its own file storage and its own server functions, kept separate from every other customer's.
  • Users: the people you allow to use the Workspace: your office staff, and anyone else you give their own sign-in, such as your own customers or architects following a project.
  • Office staff: the Users who hold a Super Admin, Prime Admin or Basic Admin role in your Workspace.
  • Customer Data: everything you and your Users put into the Workspace, and everything the Workspace produces from it for you (its "Outputs"), but not MVV Materials (although an Output can contain them: clause 13.2) or Service Records.
  • MVV Materials: the software and its design; the instructions and settings MVV gives its AI assistants; the templates, standard wording and starter content MVV supplies, from which documents and assistants start; the user manual; the law library as MVV has put it together; and anything else MVV makes to provide the Service, other than the Outputs.
  • Service Records: the records of how the Service is used that clause 11.4 describes.
  • Account owner: the person named in the order as the Workspace's first administrator.
  • Renewal date: the day after the period you have paid for (a month or a year) ends, when your subscription renews by itself for the next period (clause 17.1).
  • Database project: the separate project at our hosting provider that holds your Workspace's database, sign-in and file storage.
  • Server functions: small programs that run on our hosting provider's servers for your Workspace, for example to call an AI model or to send an email.
  • Gateway: MVV's own service that every AI request and every email from your Workspace's server functions passes through, so that MVV can apply its limits and keep its records.
  • Signed instruction: a settings file MVV sends your Workspace, signed with MVV's key, so that your Workspace can check that it came from MVV and has not been changed.
  • Sealed: locked with a key (encrypted), so that only someone holding that key can read it.
  • Leave command: the tool MVV runs when your service ends, which exports your data and then suspends your Workspace and stops it taking any changes (clause 12.2).
  • PostgreSQL file: a standard file that holds a whole database, which other database software can read.
  • Working day: Monday to Friday, excluding bank holidays in England and Wales. Clause 10.3 gives our support hours on a working day.
  • Service events: the ordinary things that can go wrong with the Service, listed one by one in Schedule 3 (clause 10.8).
  • Providers: the other companies whose services the Service is built on, such as our hosting, storage, AI, voice, search, email and payment providers (clause 3.7).

3. The Service

3.1 Your own Workspace. We set up a Workspace for you. Its database, sign-in and file storage are created in a region chosen from your country: for a UK business, London. No other customer's data is in your Workspace, and your data is not in theirs. Some processing is not tied to London, such as the Workspace's server functions and the work the AI providers do: the DPA and the sub-processor list say where each runs.

3.2 What is included. Your plan (Schedule 1) sets which modules are switched on in your Workspace. We switch modules on and off by sending your Workspace a signed instruction; a module that is not in your plan is switched off, except an add-on module, such as the Design Centre, which is in no plan: we switch it on for your Workspace only if you ask and we agree in writing, at the monthly price we confirm to you then, and the AI it uses counts toward your allowance (clause 9.6). At the date of these terms no add-on is switched on for any customer. The same signed instruction carries your AI allowance (clause 9.6).

3.3 Updates. We update the software in every Workspace from time to time. An update always goes first to one of MVV's own demonstration Workspaces, never first to a customer's. (A demonstration Workspace that a prospective customer is trying out can be the first.) It then goes to the other Workspaces in steps, each step started by MVV support. We can hold your Workspace out of updates for a time, for example while you are in the middle of a tender. We announce a significant change in your Workspace before it arrives; there is no fixed notice period.

3.4 What we do not do. The Service is a tool. We do not give legal, tax, accounting, financial, payroll, health and safety, structural, project management or other professional advice, and nothing in the Service replaces the judgement of a qualified person (clause 9.8).

3.5 Your company details. We set your Workspace up with the company details you give us, the bank details printed on your invoices among them, which we type in once and confirm. We keep them outside our source code: in a private folder on our own computer, every version, and in your Workspace's backups. After that:

(a) when the company details in your Workspace are changed, your invoices take the new registered office, phone, email, website and VAT number, and your estimates and offer packs take the new registered office and VAT number. Each is checked first, and one that fails the check keeps the details we set up. The check refuses a registered office, email or website that looks like bank details; if it refuses a genuine one, ask us to confirm it, and once we have, your invoices print it;

(b) your registered name, your company number and the bank details on your invoices change only through us. A change to your name or number made in the Workspace shows on your policies at once, but reaches your invoices only once we have checked it against the public register. The bank details are not among the details your Workspace can change. A VAT number emptied in the Workspace keeps on your invoices the VAT line your Workspace was set up with;

(c) we are told of each change made in your Workspace to these details, with the old and the new: your registered name, company number, registered office, invoice email and website in full, and your VAT number by its last three digits;

(d) we are also told when a change of the bank details on your invoices is asked for in your Workspace, never who asked and never a number, and we change nothing until we have confirmed it with you on a call to contact details we already hold;

(e) the person we call back is the contact person you name at sign-up or later. Their details are kept with your company details, never in our control records. You can change them in the Workspace, and we are told only when they changed.

3.6 VAT registered or not. Your Workspace asks whether your company is VAT registered, and from and until when; only a Super Admin can give that answer. While it says your company is not registered on a given day, the invoices and credit notes dated that day show no VAT and no VAT number, and the Workspace refuses one that would charge VAT. While your company is not registered today, the estimates, offer packs, interim evaluations and Forms of contract it produces say that no VAT is charged. A document that charged VAT keeps what it says. The Form of contract is a template: have its clauses checked by your own solicitor before you rely on them (clause 9.8).

3.7 The providers the Service is built on. The Service is built on services that other companies provide to MVV, and it depends on them: hosting (your Workspace's database, sign-in, file storage, server functions and web app), the storage that holds the backups, the network that runs MVV's gateway, AI models, voice, web search, email delivery, card payments (Stripe), and domain names, DNS and the networks that carry the Service. The sub-processor list names the providers that process your business's personal data. We choose our providers with reasonable care, but we do not control them, and we cannot guarantee that any of them will go on providing its service, or provide it on the same terms, at the same quality or at the same price. So the quality, speed and availability of the Service, and of each feature, may vary. In particular:

(a) an outage, slowdown, limit or change at a provider can make a feature that depends on it slow, unavailable or different for a time (Schedule 3, event 13), and the quality, speed and answers of the AI and voice features can vary from day to day;

(b) we may change the AI models we use, and answers can change as a result. A new provider that would process personal data for you, or a change to what an existing one does with it, is made only after the notice in DPA clause 7.2;

(c) if a provider stops or materially changes its service, or materially raises its price, and we cannot reasonably replace it, we may change, pause or withdraw the feature that depends on it, during a paid period too. We tell you as soon as we reasonably can. If that takes away a module in your plan, or materially reduces the Service's overall functionality, during a paid period, you may end the agreement by written notice (clause 17.2);

(d) when a provider changes its prices, the same AI allowance buys more or less AI, because the allowance is measured at what the AI costs MVV (clause 9.6). We may change our own prices as clause 5.4 allows, with at least 30 days' written notice and your right to cancel;

(e) each provider's own terms and usage rules apply to what is sent to it (clauses 7.1(n) and 9.7).

MVV is not liable for a provider's failure, change, limit, withdrawal or prices, except as clause 16.2(l) says. This does not change DPA clause 7.4: MVV remains responsible to you for each sub-processor's performance of its data protection obligations.

4. Your account, Users and seats

4.1 Getting in. When your Workspace is ready, we email the Account owner a one-time link to set their own password. The link works for 15 minutes and opens a page on your Workspace's own address, where they choose their password and go in. If it runs out, they ask for a new one. We never send a password. We never hold one either: the password your Workspace's first account needs while it is being built is made for that moment and never written down, and if the link cannot be made, the welcome email is not sent. Nobody at MVV sees the password the Account owner chooses. The Account owner then invites the other Users and gives each one a role.

4.2 Seats. Your plan includes a number of seats. Each member of your office staff takes one seat; an account you have blocked takes none. Your own customers and architects sign in free and take no seat. You can add seats in packs, at your plan's pack price (Schedule 1), and each pack you start is charged in full. Clause 5.5 says how packs are charged if you pay yearly.

4.3 Your responsibility for Users. You are responsible for:

(a) who you give access to, and the role you give them;

(b) making sure Users keep their sign-in details secret and use the Service under these terms;

(c) removing access promptly when someone leaves or should no longer see your data;

(d) keeping safe the phones, tablets and computers your Users sign in on, and, if one is lost or stolen or you think a sign-in has been misused, removing or blocking that User's access at once and telling us. MVV is not responsible for what is done through that sign-in before you have removed or blocked it, except as clause 7.4 says.

4.4 Shared devices. If Users use a shared phone, tablet or computer on site, they should sign out when they finish, and close the tab. Signing out removes most of what the app keeps on that device (its cached copy of your records, the pictures and documents viewed and the browser's list of them, unsaved work and settings). It does not remove the Workspace's colours and logo, the last bookkeeping check, two layout preferences, the short list of call-back notes a User has put away, notes from calls with the Project Manager that a User chooses to keep (for at most 14 days), another User's unsaved expenses or, where the Design Centre is switched on, its panel and page settings and the last prices seen of up to 12 designs. The Cookie Notice lists what stays. Ending the sign-in session itself needs a connection to the server: a User who signs out with no signal should, once the device is back online, open the app again and, if it opens signed in, sign out once more. Otherwise the next person to open the app on that device is signed in as them.

5. Fees and payment

5.1 What you pay. You pay the fee for your plan, for any packs of extra seats, and for any AI you buy (clause 9.6), at the prices shown on your invitation page and in Stripe's checkout when you pay your first month, or confirmed to you in writing (Schedule 1). Our prices do not include VAT. At the date of these terms MVV is not registered for VAT, so no VAT is charged. If MVV registers, VAT at the applicable rate is added from the date of registration, and we tell you first.

5.2 How you pay. You pay in advance, each month, or each year if you have chosen to pay yearly. You pay your first month by card, on Stripe's own page. For the months after, you set up a Direct Debit from your company's bank account (Bacs), also on Stripe's own page, and Stripe collects each fee by it. Until your Direct Debit is set up, or if it is cancelled or your bank refuses it, each fee is charged to the card you paid with. AI you buy is paid by card (clause 9.6). Stripe emails you the invoice and the receipt and, for the Direct Debit, its confirmation and the notices the Bacs scheme requires. If we set up a Workspace for you by hand, you pay in the way we confirm to you in writing.

5.3 Late payment. If you do not pay on time we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and suspend the Service under clause 6.

5.4 Price changes. We may change our prices at any time; the prices that apply to your order are those shown in Stripe's checkout when you pay your first month. For a subscription that is already running, we give you at least 30 days' written notice of a price change. If you pay monthly, the new price applies from your first renewal after those 30 days. If you pay yearly, your price is fixed for the year you have paid for, and a new price applies only from your next renewal, with at least 30 days' notice before it. If you do not accept a new price, you may cancel before it applies, by filing your cancellation at least 7 days before the renewal date from which it would apply (clause 12.1). A price change may reflect, among other things, a change in what our providers charge us (clause 3.7(d)).

5.5 Paying yearly. You can choose to pay for a year in advance instead of month by month, at the yearly price we confirm to you in writing. We set this up by hand: tell us when you join, or at any time after, and we move your subscription to the yearly price. A yearly subscription renews by itself for another year at the end of each paid year, and you are sent a reminder email before it does. If you cancel a yearly subscription, the Service runs to the end of the paid year, or to the end of the next year if your cancellation is filed less than 7 days before the renewal date (clause 12.1), and we do not refund any part of a year. Packs of extra seats on a yearly subscription are charged at the yearly pack price. A pack added during the year is charged at once for the rest of that year, and you can reduce the number of packs only from your next renewal.

5.6 Moving up or down a plan. You can move up to a higher plan at any time: ask us, and we make the change. We charge at once the difference in price for the days left in the period you have already paid for, and the higher plan's price from each renewal after that. The higher plan's AI allowance applies from the day of the change: we add the difference to that month's allowance the same day, and like the rest of the monthly allowance it does not carry over. You cannot move down to a lower plan during a period you have paid for, whether a month or a year. You can ask us to move down at any time, and the lower plan then applies from your next renewal date.

5.7 No refunds. We do not refund any fee, or any money paid for AI, for any reason, with three exceptions: if we decline your order, or are unable to build your Workspace, after taking your first payment, we return that payment in full (clause 1.3); if you end the agreement because of MVV's material breach (clause 17.2), we refund the subscription fees you paid for any whole months left in the period you paid for; and if a renewal is charged although your cancellation was filed in time, we refund it in full, unless you agree in writing that we keep it (clause 12.1).

6. Suspension for non-payment

6.1 Notice and reminder. If a payment fails, by card or by Direct Debit, your Workspace shows a notice to your office staff, naming the day on which we will suspend the Service if the invoice is still unpaid, and Stripe emails your billing email about the failed payment. If the invoice is still unpaid 14 days after the payment failed, the notice is shown again as a written reminder. If it is still unpaid 7 days after that reminder, we suspend the Service. We never suspend with less than 7 days of notice shown in your Workspace. If you dispute an invoice, tell us: MVV support can void a disputed invoice in Stripe, which stops the reminders for it.

6.2 What suspension does, as built: every AI assistant in your Workspace is switched off, while your screens and your data stay available to your Users. We will not delete Customer Data because of non-payment unless the agreement has ended under clause 17.

6.3 Lifting it. When full payment is recorded, the suspension is lifted automatically, normally within a quarter of an hour.

6.4 There is no read-only step. If fees remain unpaid 30 days after suspension, MVV may end the agreement under clause 17.3; nothing ends automatically.

7. Acceptable use

7.1 You and your Users must not use the Service:

(a) for anything unlawful, fraudulent or harmful, or to store or send material that is defamatory, discriminatory, obscene or infringes anyone's rights;

(b) to send messages that break the Privacy and Electronic Communications Regulations or other marketing law, including marketing email to people who have not agreed to it where the law requires agreement, or to anyone who has asked not to be contacted;

(c) to upload malware, to tamper or interfere with the Service or its security, or to probe, scan or test the security of the Service or any other customer's Workspace;

(d) to try to get into another customer's Workspace, MVV's systems, or any part of the Service you have not been given access to, or to get round any limit or security control;

(e) to copy, resell, or reverse-engineer the software, except as the law allows;

(f) to use the AI assistants to identify people from photographs, or to make decisions about people that have legal or similarly significant effects without a person reviewing them;

(g) to overload the Service in a way that affects other customers;

(h) to copy, scrape or extract data from the Service by automated means, other than through the features and exports we provide;

(i) to use the Service, or the AI output it produces, to develop an AI model or a product that competes with the Service or with the models of the AI providers it uses;

(j) to use the Service on behalf of another business or for its use, to resell it or share access to it, to make it available to anyone other than your Users, or to let more than one person use the same sign-in;

(k) to store payment card numbers in the Workspace;

(l) to make anyone believe they are dealing with a person rather than an AI, to create content that impersonates a real person, or to make a voice that imitates one;

(m) to have an assistant do anything the law allows only a qualified or authorised person to do;

(n) in a way that breaks the usage rules that an AI, voice or email provider named in the sub-processor list sets for what is sent to it: those rules apply to what you and your Users send through the Service, and each provider publishes them on its own website;

(o) to remove or hide the "Powered by MVV Technologies" line (clause 11.6), or any other notice of MVV's rights.

7.2 Outreach and prospecting tools. The Business Development module, whose tools find prospective clients and email them, is switched off for every plan, Enterprise included, when sign-up opens. It is not part of any plan we sell. If we switch it on later, we will first change these terms (clause 18.2) to say how it works. Whatever you send through the Service, you are the sender and you are responsible for complying with marketing law (clause 7.1).

7.3 We may suspend any User, feature or message that breaks this clause, that puts the Service, a provider's service or other customers at risk, or that a provider named in the sub-processor list tells us breaks its rules, and will tell you why unless the law prevents it. Clause 17.2B says when we may end the agreement at once.

7.4 Misuse is your responsibility. You are responsible for everything done in your Workspace through the sign-ins you or your Users hold, whoever does it, and for any use of the Service, or of what it produces, that breaks these terms or the law. You are also responsible for the results of any use that is careless or mistaken, that does not follow the user manual or the instructions in the app, or that uses an assistant, or an AI model inside the Service, for something it was not made for. MVV is not responsible for any such use or for its results (clause 16.2(m)). This does not cover anything to the extent that MVV's own breach of these terms or of the DPA caused it, or that someone got in through a fault in the Service itself rather than through a sign-in, password or device of yours or your Users'.

8. Messages sent through MVV's shared channels

8.1 Email. Your Workspace sends email through MVV's email service, from one shared address, notifications@mvvtechnologies.com, with your company's trading name as MVV's control records hold it as the sender name. A name typed in your Workspace is not used; ask us to correct it. Every email your Workspace sends:

(a) is no-reply: replies are not received, and anyone who replies gets one automatic answer a day telling them so;

(b) ends with a line saying it was sent by your company through the MVV App, that replies are not received, and how to contact your company directly;

(c) is copied invisibly (BCC) to the records address you give us, so your own email system keeps a copy, unless adding it would exceed 50 recipients. In that case the email is sent without the copy. Only MVV's gateway records this: your Workspace does not show it.

8.1A Password emails (the link to choose or reset a password) are written and sent by MVV from the link your Workspace hands it, under the same sender name as your company's email, naming your company in the subject and text. Each goes to one person only, says MVV Technologies sent it for your company, and is never copied to your records address. Its link works for 15 minutes and opens only on your Workspace's own address.

8.2 Limits. Your Workspace may email up to 200 recipients a day (an email to 50 people counts as 50) and 60 recipients in any hour. Each email goes to at most 50 recipients and is at most 12 MB, with attachments of at most 5 MB together, sent as files, never links. Password emails are counted apart: up to 150 password emails a day and 40 password emails in any hour.

8.3 WhatsApp. From when sign-up opens, WhatsApp is part of the Service, through one WhatsApp number run by MVV and shared by every customer, which Meta's WhatsApp Business Platform carries (the sub-processor list names Meta). It is switched on automatically for your Workspace once this version of these terms applies to you. There is no switch in your Workspace that turns WhatsApp off as a whole: you decide who is linked ((a) below), and the automatic start-of-week notice is off until you switch it on (Schedule 2, Part D). How it works:

(a) Who can be linked, and how. Only your own staff (People) and the operatives on your Labour board, who may include self-employed CIS subcontractors, can be linked to your company; your customers, architects, suppliers and prospects cannot. An admin types the person's number, and only a Super Admin can ask MVV to send that number a link request, at most once a day. The person is linked only when they tap "Yes, link me" on it, or quote a yes onto it (DPA clause 3(b)). That tap is the person's own agreement to receive your company's WhatsApp messages: an admin's tick in the Workspace that an operative agreed is not enough on its own. "Not me" refuses the link. A person linked to several companies is asked which company they mean;

(b) What your Workspace sends. It starts a conversation only with one of MVV's approved messages: the link request, and the shift and rest-day notices in Schedule 2, Part D. It writes freely only within the 24 hours after the person last wrote in, as Meta's rules require, and MVV puts your company's registered name at the start of those messages. It sends only to people linked to your company, through MVV's router and with MVV's own credentials, and at most 200 messages a day. Your Workspace holds no WhatsApp token;

(c) What your people send in. On WhatsApp, Atlas answers only your Account owner and the Super Admins who have access to it (Schedule 2, Part A), and the Site Photo Auditor reads the site photos operatives send in and files them to that day's job (Schedule 2, Part A). A message from a number that is linked to no company is not passed to any Workspace;

(d) Stopping. A person who replies STOP or Unsubscribe is unlinked from every company, except that a bare "Stop" sent as a reply to one of a company's own messages is passed to that company as an instruction and does not unlink the person. You unlink the people who leave your company, or let your Workspace's nightly check for leavers do it (DPA clause 3(d)); until then they stay linked, and their messages still reach your company;

(e) What MVV sees. MVV does not see the content of the messages. MVV's records hold keyed fingerprints of the numbers, their last three digits, each person's yes, no and STOP, records of the messages sent, and counts (DPA Annex 2);

(f) Your responsibility. Whatever your Workspace sends by WhatsApp, you are the sender, and you are responsible for what it says and whom it goes to (clause 7.2). Meta's rules and policies for the WhatsApp Business Platform apply to what you and your Users send through it, in the same way as clause 7.1(n) applies the rules of the AI, voice and email providers, and Meta may limit or stop sending (clause 8.5);

(g) delivery is not guaranteed (clause 8.6 and Schedule 3, event 9).

You cannot connect a WhatsApp Business number of your own to your Workspace. If your agreement began under an earlier version of these terms that did not offer WhatsApp, this clause applies to you only after the notice that clause 18.2 and DPA clause 7.2 require, of at least 30 days.

8.4 This clause is left empty in this version.

8.5 Messaging depends on third parties, such as our email provider, and on their rules, and may be limited or stopped by them. It also depends on the networks, mail systems and spam filters of the people you write to, which neither you nor MVV control.

8.6 Delivery is not guaranteed. We do not guarantee that an email, password email, reminder, notification, brief or other message the Service sends, or is meant to send, is sent, delivered, delivered on time or read. A message can be delayed, bounce, be blocked, go to spam or not be sent at all (Schedule 3, events 9 and 10), for example when a limit in clause 8.2 is reached, when an address is wrong, when a provider limits or stops sending (clause 8.5), or when the Service, or part of it, is not working. The copy to your records address can be missing too (clause 8.1(c)). Reminders and alerts are a convenience (clause 9.9). Check that important messages and emails arrived. Do not rely on the Service alone to send a notice that has legal effect or must arrive by a date, such as a payment notice, a pay less notice or another notice under your contract: send it in a way that gives you proof that it arrived. Whatever your Workspace sends, you are the sender, and you are responsible for what it says and whom it goes to (clause 7.2). This clause is about the messages your Workspace sends, and those MVV sends for it, such as password emails. It does not change how MVV's own notices to you are given (clause 19.4), or the DPA.

9. AI features and their limits

9.1 What they are. The Service includes AI assistants that read your records, documents, photos and voice notes; draft documents, reports, estimates and replies; answer questions; search the web; and hold voice conversations. Which assistants you have depends on the modules in your plan.

9.2 Who provides the models. The assistants use AI models and services from the providers named in the sub-processor list, which at the date of these terms are Anthropic, OpenAI and ElevenLabs (the list also names Brave Search, which is built into MVV's gateway but not in use: the gateway holds no key for it, so nothing is sent to Brave by that route; Anthropic's own web search may use Brave Search as one of Anthropic's sub-processors, as the list explains under Anthropic). Requests made by your Workspace's server functions reach them only through MVV's gateway. Live voice conversations are different: once the gateway has fetched a one-off link, the conversation runs directly between the User's browser and ElevenLabs, outside the gateway's controls, and is processed there by the language model ElevenLabs runs for that assistant: an OpenAI model for some assistants, and for the others the model set in MVV's ElevenLabs account (see the sub-processor list). What an assistant is asked to work on is sent to the relevant provider.

9.3 Outputs can be wrong. AI output can be inaccurate, incomplete or out of date. You must check it before relying on it or sending it to anyone. It is made automatically and nobody at MVV checks it: an assistant can misread a document, a photo or what was said, leave something out, or state something untrue with confidence, and the same question can get a different answer. AI output is provided "as is" (clause 15.2). You decide what to use, send or file, and you are responsible for it. You and your Users use the AI features on your own responsibility: MVV is not responsible for how they are used, for a decision made on AI output, or for what is done with it (clauses 7.4 and 16.2(f)).

9.4 Drafts and suggestions. Assistants that produce figures, documents or decisions (for example progress valuations, health and safety documents, programmes, bookkeeping checks, replies to enquiries, subcontractor reviews) only draft or suggest; a person reviews and decides.

9.5 Assistants that act. A few assistants can change records without a person approving each change. The main one is Atlas, the assistant that your Super Admins who have access to it can type or talk to inside the app. It can read your records, your money figures included, and make low-risk changes, such as adding a task or a note, or booking a small expense. It asks you to confirm with a YES before anything risky, and needs the one-time code it shows you where an amount of money is involved. It can create an invoice or a credit note, mark an invoice paid or record a part payment, only with that YES, the code and the Money PIN, which belongs to your Account owner. It can never pay anyone, and it can never message your customers, architects, workers or prospects. Schedule 2 lists, assistant by assistant, what each can read and change and what it can never do.

9.6 You are in control, and the limits. Where your plan includes the Master Brain page, your Super Admin can switch off there each assistant that page lists. Some assistants are not on that page and have no off switch, and a plan without that page has none (Schedule 2). Your Account owner can switch off each group of things Atlas may do, in Atlas's Control Room (Schedule 2).

Your monthly AI allowance. Your plan includes a monthly AI allowance in pounds, measured at what the AI costs MVV. So when a provider changes its prices, the same allowance buys more or less AI (clause 3.7(d)). The allowance for your plan is the amount we confirm to you in writing (Schedule 1). It normally arrives in the first hour of the 1st of each month, counted from midnight GMT (1 am UK time in summer). MVV's control console adds it: if the console is not running at that moment, the month's whole allowance arrives when it next runs. What you do not use of it in a month does not carry over.

Buying more AI. When your Workspace has used its monthly allowance and any AI you have bought, AI features stop until the next month's allowance arrives or you buy more. You can buy more at any time. Your Super Admins can pay for it by card with the "Buy more AI" button where your Workspace has it: your Workspace shows it to them while the month's AI is running low or used up, and it opens our payment page at Stripe, which shows the price. You can also ask us, from your Workspace or by email, and we send you a card payment link. Once you have paid, we add the AI to your Workspace. We aim to add it within one working day. AI you buy is used only after the month's included allowance, and what is left of it carries over from month to month for as long as your subscription runs. Money you pay for AI is not refunded, and it is not counted in the limit of liability in clause 16.3. When the agreement ends, any bought AI you have not used is lost and is not refunded.

Daily safety limits. Two daily limits protect every Workspace from a runaway cost, and are set well above normal daily use: a number of AI calls a day, and an amount of AI a day measured at what it costs MVV. They start the same for every plan. Beyond either, AI requests are refused until midnight GMT (1 am UK time in summer). We tell you the current limits whenever you ask, and we can raise the daily amount for your Workspace, or remove it. The limits count the requests that pass MVV's gateway; a live voice conversation itself does not (clause 9.2).

The help assistant. The in-app help assistant, which answers questions about using the app, is paid for by MVV: it does not use your monthly AI allowance and keeps answering when the month's allowance is used up. Each person can ask it a limited number of questions a day. It counts toward the two daily safety limits, so on a very heavy day it can stop with the rest, and it stops while your Workspace is suspended. The written answers on the Support desk page are different: as built, they use your monthly AI allowance.

Your Super Admins see the month's figures in the Workspace; other office staff are told, without the figures, when AI is running low, has stopped or has been added.

9.7 No training on your data. MVV does not use Customer Data to train AI models or to improve the Service for other customers (DPA clause 2.3). The Service Records (clause 11.4) are not Customer Data: they hold counts and measurements without the content of your data, and MVV uses them to run, secure, bill and improve the Service. What each AI provider does with what is sent to it is governed by that provider's own terms; the sub-processor list names each provider.

9.8 Tools, not professional advice. MVV is a software company. The Service gives you tools: it does not give legal, accounting, tax, financial, payroll, project management, surveying, engineering, health and safety or any other professional advice. MVV is not a firm of solicitors, accountants, tax advisers, quantity surveyors, engineers, planners or health and safety consultants, nor a payroll bureau, it does not act as your solicitor, accountant, adviser, agent or project manager, and nobody at MVV reviews or checks what an assistant says to you. Some assistants have job titles, such as the Contract Helper, the Accountant or the Project Manager, and some are built to write as an adviser in that field would. They are AI tools: their names do not mean that a qualified person is involved, or that MVV is your adviser. The Contract Helper, bookkeeping, payroll, tax, estimating, project management and health and safety tools are aids, not advisers. In particular:

(a) Legal. The Contract Helper (its cases, its quick answers and the letters and documents it writes), the Nightly Contract Check (with the Project Contract Check and Company Contract Check tabs), the Legal pages in your Workspace, the legal gaps they list, and the contracts, policies, letters and Forms of contract your Workspace prepares give general guidance and drafting help only; they are not advice from a solicitor, and the Contract Helper is not a lawyer. What you tell the Contract Helper, and what it writes, is not protected by legal professional privilege: treat it as a document you may have to show the other side. Always have a qualified solicitor check a legal document before you rely on it, sign it, adopt it or send it to anyone, such as a contract, a letter before action, a notice, a policy or a claim. The same goes for the wording of your overdue invoice reminders (Schedule 2, Part D): what they say, and what they mean in law, are yours. Have a solicitor advise you before you start or answer an adjudication, a claim or court proceedings. Nothing in the Service files, issues or serves anything at a court or tribunal for you.

(b) Accounting, tax, VAT, CIS and payroll. The Accountant, Vera, the Bookkeeper and the invoicing, payroll, CIS and VAT pages check and explain your records, and prepare figures, reports and packs from them. They do not give accounting or tax advice or decide your tax, VAT or CIS treatment, and nothing in the Service files anything with HMRC or tells HMRC anything. Always have a qualified accountant check your accounts, VAT returns, CIS returns, payroll and other filings before you file them or make the payments they show, and have your accountant check any figure you rely on for a decision that matters to you. You, or your accountant, decide what to file, and file it (clause 9.12). You remain responsible for your filings, payments and deadlines with HMRC and every other authority.

(c) Estimates, quantities and valuations. The Estimator, its Reviewer and Pricing Engine, Materials Take-Off, the Estimate Scanner and the Progress Valuer produce figures for you to check. They are not a bill of quantities, a measured survey or a certified valuation, and MVV is not your quantity surveyor. Check every quantity, rate, price and percentage yourself, or have a qualified person check it, before you send a quote, order anything or apply for payment.

(d) Project management, programmes and delay. The Project Manager, the programme with its Planner and Scheduler, the Delay Explanation, the Day Planner, tasks and the weekly labour board help you organise your work. They are not a project manager, a planner or a delay analyst, and they do not replace your own professional judgement: you decide what is planned, who does it and when, and you remain responsible for managing your projects, your sites and your people. Check every programme, date, sequence and labour plan yourself, or have a qualified person check it, before you rely on it, give it to anyone or use it to support a claim for time or money. A programme, or an account of a delay, that an assistant produces is not a delay analysis, and it is not a notice under your contract (clause 9.9).

(e) Health and safety. The health and safety assistants write documents for you to check, and look up the nearest hospital for you to confirm. What they write is not a competent person's assessment: a competent person must check it before it is used or issued (clause 9.11).

(f) Money and business decisions. Forecasts, cashflow and profit and loss figures, the Monitor report and the forecasts for a project are worked out from your records. They are not financial or investment advice: take advice from your own accountant or adviser before a decision that matters to you, such as borrowing, paying a dividend or pricing a large contract.

You remain responsible for legal, accounting, tax, payroll, safety and project management decisions and filings, and for every estimating and design decision and every notice and document you issue. That includes the templates the Service provides, such as the Form of contract, the health and safety documents and your Workspace's draft privacy notice: they are starting points, and you must check them before you use them. MVV is not responsible for a decision you or your Users make using the Service, or for a document relied on or sent without the check this clause asks for (clause 16.2(f) and (i)).

9.9 Deadlines and contract notices. Some assistants work out dates. The Contract Helper can add a deadline to a case (for example the date of a payment notice or a pay less notice), and the Accountant reports filing dates. A date an assistant adds is its own calculation from what it was given, and the Contract Helper's are marked until you confirm them. Before you rely on one, check it against your contract and the law, including whether the Housing Grants, Construction and Regeneration Act 1996 applies at all (for most work for a homeowner who lives in the property, it does not). Reminders in the Workspace are a convenience, not a diary service.

A missing warning means nothing. If no assistant, brief or reminder mentions a deadline, that does not mean there is none. Assistants that watch your records stop while they are switched off, while your AI is used up and while your Workspace is suspended, and nothing is flagged in that time.

A document the Workspace produces, such as an interim evaluation, an account of a delay or a letter, is a notice under your contract or under the 1996 Act only if you make it one. It is for you to check that it is in time, in the right form, and sent to the right person in the way your contract requires.

9.10 What you adopt, issue or send is yours. A document is yours, and your responsibility, once a User saves, adopts, issues, signs or sends it, or marks it reviewed or issued. A change an assistant makes on a User's instruction, or after a User's YES, one-time code or Money PIN, counts as made by that User for you. Atlas's changes are recorded on the project's Activity tab, and the Contract Helper's in the case's list of what it did: check them, and undo what is wrong. Anyone else who sees an output, including your own customers and architects who sign in to your Workspace, sees it as your document, not MVV's: do not say that MVV prepared or checked it.

9.11 Health and safety documents. The health and safety assistants write site inductions, risk assessments, method statements and construction phase plans. They can also review a fire escape plan you mark up on a floor plan, and look up the nearest hospital with an A&E for you to confirm (Schedule 2). They work from what you give them, from general knowledge and, for some look-ups, from a web search. They have not seen your site. Before a document is issued, a competent person who knows the site and the work must check that it is suitable and sufficient, and change it where it is not; the Workspace records who marked it reviewed and who issued it. A document that says it complies with a law or regulation was written by an AI: that statement is yours only once your competent person has checked it. You, not MVV, carry the duties of the client, principal contractor, contractor or other duty holder under the Construction (Design and Management) Regulations 2015 and health and safety law for your work.

9.12 Calculations and rules written into the software. Some pages work figures out by fixed rules, not AI: for example CIS deductions and statements, the VAT and reverse charge lines on invoices, salary figures and filing dates. Those rules were written into the software at a given date. Rules change, the software may not have caught up, and a rule may not fit your circumstances. The salary calculator gives planning figures, not payroll. Check the figures before you pay, invoice or file. If you change a return you have already filed, telling HMRC is for you.

10. Availability and support

10.1 Availability. We aim to keep the Service available at all times, except for planned maintenance and events outside our control (clause 19.3). We do not offer an availability target or service credits. The Service is provided "as available": at times it can be unavailable, slow or only partly working, for example because of a service event (Schedule 3), and clause 10.8 says what we do then.

10.2 We measure each Workspace's availability every five minutes while our monitoring runs.

10.3 Support. Your office staff can ask us for help from inside the Workspace, or ask for a call back there. You can also email support@mvvtechnologies.com. We see a request's category, urgency and time, not its text. We aim to reply within one working day, and the same working day for an urgent request. A request is urgent when you mark it urgent in the app. An urgent request made after 16:00 is answered the next working day. Our working days are Monday to Friday, 08:00 to 18:00 UK time, excluding bank holidays in England and Wales. We do not offer telephone support; where we need to speak to you, we call you back on the number you gave us. When something goes wrong, clause 10.8 says what we do.

10.4 Notices in your Workspace. We may place short plain-text notices in your Workspace for your office staff, for example about maintenance.

10.5 Backups and recovery. We aim to back up every Workspace once a night. Since 6 October 2026 the nightly run starts by itself: MVV's computer starts it at about 02:12 UK time. On a night the backup finishes without a fault, the same run then carries out the nightly clean-up, which removes backups older than 30 days (DPA clause 11.3). Each morning we check that the backup and the clean-up ran and finished. If the backup did not, a person at MVV runs it by hand. If the clean-up did not, it runs on the next night the backup finishes without a fault, and until then some backups can stay longer than 30 days. While a Workspace is in service we keep its backups for 30 days, and we always keep its newest backup, and the last one that still holds your people or your files when newer ones do not. Each backup holds every stored file up to 20,000: a Workspace holding more, or a night its files cannot be copied, is backed up without its files, and we are alerted and tell you. Every part of every backup is sealed before it is uploaded, with a key that belongs to your Workspace alone.

If your Workspace is lost or badly damaged, we aim to have it working again within 4 hours of deciding to restore it, and we aim for you to lose at most the last 24 hours of work, because we back up once a night. These are aims, not guarantees, and there is no service credit if we miss them. As built, the backups run from MVV's own computer, and the nightly run has missed nights before. In the worst case, if recent backups are missing or cannot be used, you could lose up to a month of work. We do not offer continuous (point-in-time) recovery. So keep your own copies (clause 10.7).

10.6 Restoring. If we restore your Workspace from a backup over itself, its records return to the moment of that backup, with these exceptions: its modules, its AI allowance and any suspension, which MVV sets back to today's with a signed instruction straight after (or, if your Workspace cannot be reached then, as soon as it can); and its cancellation requests, its AI use and the record of the updates it runs, which stay as they are today. A Workspace restored into a new database project comes back with the modules and allowance it had at the backup, and we set them again.

In a restore into a new database project, including a recovery after your project was lost, every password, passkey and second sign-in step from the backup stops working. Each of your people chooses a new password through a one-off link: the Account owner's comes from us, and the others use "Forgot password?" or a link a Super Admin sends from People. People you tell us have left since the backup are kept out. If your original project still exists, we keep it for 30 days after the recovery, paused or, where our hosting provider will not pause it, read-only (nothing can be changed in it and its scheduled tasks are stopped), so that nothing the recovery missed is lost, and then a person at MVV deletes it. Nothing deletes it by itself.

10.7 Keep your own copies. Do not keep the only copy of anything that matters in your Workspace. Keep your own copies, outside the Workspace and up to date, of the records and documents that matter to your business, such as your invoices, accounts and tax records, contracts, signed documents, health and safety records and photos. While your subscription runs you can download them piece by piece where your plan includes them: for example invoices and credit notes, the quarter's pack for your accountant, the VAT and CIS reports, valuations, contracts, policies and the other documents your Workspace makes, any file stored in it, and all the photos of a project at once. Every email your Workspace sends is also copied to your records address, except when adding the copy would exceed 50 recipients (clause 8.1(c)), although that copy can be missing too (clause 8.6). Password emails are never copied (clause 8.1A). We do not offer a full export while your subscription runs (clause 12.5); you receive one when you leave (clause 12.3). What a restore cannot bring back, and you have no copy of, is lost (clause 16.5).

10.8 When something goes wrong. The Service depends on software, networks, power and other companies, and ordinary things go wrong from time to time. Schedule 3 lists these service events one by one, with what is particular to each. For every service event:

(a) what MVV does: we use reasonable care to put the Service right within a reasonable time, as far as it is in our power, and if Customer Data is lost or damaged, other than by what you, your Users or a service you connect did (Schedule 3, events 15, 18 and 19), we restore it with reasonable care from the most recent available backup that holds it (clause 16.5). We may tell you about an event by a notice in your Workspace (clause 10.4) or on our status page;

(b) what MVV does not owe: MVV owes for the event only what (a) says and what the clauses named in the event's note in Schedule 3 say, and clause 16 applies to those duties. If MVV fails in those, clause 16.2 says what MVV is still liable for, and clause 16.3 limits it. As far as the law allows, MVV is not liable for the event or for what follows from it, such as lost or repeated work, a missed deadline, a message that did not arrive, or a decision made while the Service, or part of it, was unavailable (clause 16.2(k)). There is no availability target and no service credit (clause 10.1), and no fee is reduced or refunded, except as clause 5.7 says;

(c) what you do: keep your own copies (clause 10.7), check that important messages and emails arrived (clause 8.6), check outputs and figures before you rely on them (clauses 9.3 and 15.4), keep another way to meet your deadlines and duties while the Service is unavailable (clause 9.9), and tell us promptly when something is wrong (clause 10.3);

(d) what stays: nothing in this clause or in Schedule 3 limits clause 16.1, takes away clause 15.1, or reduces MVV's duties under the DPA or data protection law (clause 16.10).

11. Your data

11.1 You own Customer Data. You give MVV a licence to host, copy, transmit, process and display Customer Data only as needed to provide the Service, as the DPA sets out.

11.2 Our role. For personal data in Customer Data, you are the controller and MVV is your processor (DPA clause 2). MVV is a controller of its own records about your account (see the Privacy Policy).

11.3 What MVV can see. MVV's control console cannot read your projects, money records, documents or people. We do not offer support access: there is no feature that lets anyone at MVV sign in to your Workspace or view it as one of your Users. MVV does hold the technical means to reach your data: its keys for your Workspace, and your backups. Only authorised MVV personnel, or MVV's own tools acting on their instructions, use them, and only to run, back up, restore, export or delete your Workspace, or to find and fix a fault, or on your written instruction. DPA clause 5.3 says how each use is recorded, and where the record has limits.

11.4 Service records. MVV keeps records of how the Service is used, without the content of your data: for example how many staff are active, how many AI calls and emails were made, and whether the Workspace was reachable. These Service Records are MVV's, and are not Customer Data. We use them to run, secure, bill and improve the Service.

11.5 Your brand. You give MVV a licence to use your name and logo inside your Workspace and in the emails it sends on your behalf.

11.6 The "Powered by MVV Technologies" line. Your Workspace's pages, the documents it produces and the emails it sends each carry one small line, "Powered by MVV Technologies", naming MVV Technologies as the supplier of the software. It claims no rights in your documents, and you and your Users must not remove it (clause 7.1). The PDFs your Workspace makes also carry, in their file details and out of sight, your company's name, the name of the app as your Users see it, the date and time each one was made and a reference to the account that made it (a code, not a person's name or email address). Your Workspace can also mark its PDFs as confidential and not for AI training: a line on each page, too faint to see, that says so and repeats the reference, date and time, and the same words in their file details. That marking is your setting, and it is off unless you switch it on; your Super Admins can switch it on and off. When it is on, it goes on every PDF that your Super Admins and Prime Admins make in the browser, including the invoices, quotes and letters you send out. PDFs that your other Users make, and invoices, reports and letters your Workspace makes on its server, never carry it.

12. Exporting your data and leaving

12.1 Cancelling. You can cancel at any time. Your Account owner asks to cancel from inside the Workspace ("Ask to cancel"), and the cancellation counts from the day, in UK time, on which it is filed there. If it is filed at least 7 days before your next renewal date, counted in calendar days in the UK (so a cancellation filed on the seventh day before the renewal date is in time, whatever the hour), your subscription does not renew: the Service runs to the end of the period you have already paid for (the month or, if you pay yearly, the year) and ends on that day. If it is filed later than that, your subscription renews once more: you pay for that next period and keep it, and the Service ends at the end of it. The day your Service ends follows from this rule alone: it is not agreed separately. MVV support then confirms the cancellation in our records, and the leave in clause 12.2 follows that confirmation. When we confirm it, your Workspace shows the day your Service ends. If a renewal is charged although your cancellation was filed in time (for example, because we confirm your cancellation after the renewal date), we refund that renewal in full, and your Service then ends on the latest of the renewal date, the day we confirm your cancellation and the day we record the refund. We keep that renewal, and run the Service to the end of the period it paid for, only if you agree to that in writing. We do not refund any part of a period you have paid for. Clause 5.7 gives the exceptions: a Workspace we do not build, an agreement you end because of MVV's material breach, and a renewal charged although your cancellation was filed in time.

12.2 What happens. On or after the day your service ends, we run our leave command. If we ended the agreement for non-payment (clause 17.3), we run it once the day that takes effect has come, with no request from your Workspace. If you cancelled, it starts only when both your Workspace and our control records show your cancellation as confirmed by MVV support. If the agreement ended in any other way (clauses 17.2, 17.2A and 17.2B), our leave command cannot yet start by itself, and we agree with you how your leave is carried out. It acts only on the database project our records hold for your Workspace, carries out the steps below in order, and stops at the first one that fails, saying what it has done. At the date of these terms no customer has yet left, so this process has run only in our own tests.

  1. We make a full export before anything is switched off: your database as a standard PostgreSQL file with a list of every table and its row count; your people and their sign-in records; and every stored file, in folders, with a list of them. If any part is missing or empty, the leave stops there.
  2. Your Workspace is suspended, its AI access is switched off and any WhatsApp connection is closed. Its database project is then paused or, where our hosting provider will not pause it (at the date of these terms it pauses no customer's project), made read-only: every change to it is refused, whoever makes it, and its scheduled tasks are stopped, and we check this before the leave goes on. A read-only Workspace is not taken offline: until it is deleted, your people can still sign in and see your data, but cannot change or save anything. If a pause fails for another reason, your Workspace stays suspended, with its AI switched off and its screens and data still there, until we pause it by hand, which we do within 7 days.
  3. We record the date your service ended and the date 90 days later, remove your Workspace's voice assistants, and note in our control records that your leave is finished.
  4. Your Workspace tells you, in these words: "Your data is kept for 90 days after the service ends, with a full export available, and is then deleted." Within 30 days after those 90 days, a person at MVV deletes your Workspace's database, sign-in records and files, with a command that deletes only once our control records confirm that your leave finished and the 90 days have passed, and only a Workspace whose database is paused, or read-only and still found read-only when the command runs. Once our control records record that deletion, we remove what our own computer still keeps of you: the copies of your company details, and the builds and keys for your Workspace. The command removes almost all of these itself; a person at MVV removes what it leaves.

12.3 How you receive the export. Within 5 working days after your service ends, we send the Account owner, by hand, a private download link to the export made in step 1. That export is the "full export" the words in step 4 speak of, and it stays available until your Workspace is deleted: if you have not downloaded it, ask us before then and we send you a new link. We delete our copies of it when we delete your Workspace, or within 30 days after.

12.4 Backups and other copies. DPA clause 11.3 sets this out in full. In short: once your leave is finished your Workspace is no longer backed up. Within 30 days after your Workspace is deleted, MVV support removes every backup of it from storage and destroys its backup key. The last sealed copies of that key, which a 30-day lock at our storage provider protects from deletion, are deleted within about 30 days after that, at the first nightly clean-up after the lock ends. That clean-up is part of the nightly run, which starts by itself (clause 10.5). What stays is a short note saying that the key was destroyed and when, which holds none of your data. Copies held by our providers under their own retention rules are deleted on those providers' schedules (DPA clause 11.4).

12.5 Exports during the subscription. We do not offer a full export while your subscription runs.

12.6 If you change your mind. Until we confirm your cancellation, your Account owner can withdraw it in the Workspace. Once we have confirmed it, the Workspace no longer lets you withdraw it or ask again: it asks you to speak to support. If you tell us before your leave begins, MVV support withdraws the confirmed cancellation: nothing has been switched off, your subscription continues, your Workspace says so, and you can ask to cancel again later. If you pay through Stripe (by card or by Direct Debit) and your paid period has already run out, Stripe has ended your subscription: the withdrawal is then refused until you take out a new subscription with us, so that nothing runs unpaid. If the leave had already exported your data, that export is moved aside on our computer, and MVV support deletes it by hand within 30 days.

If you stay after your leave has begun, we close the leave in our records. Where your Workspace's database was made read-only, closing the leave first lets it take changes again, and we check that it does; closing the leave does not by itself switch anything else back on. We do that by hand, and what was already removed comes back new rather than as it was: a new AI access key, and your voice assistants set up again. If we switch your Workspace back on before your paid period ends, your subscription continues; after that, a new subscription is needed. Closing the leave uses up the confirmed cancellation. If you later decide to leave after all, you need a new one, but as built your Workspace will not take a new request once one was confirmed, and our leave command cannot start without one: ask support, and we will agree with you how your leave is carried out.

13. Intellectual property

13.1 MVV (or its licensors) owns the Service, the software and everything in them other than Customer Data. You receive a non-exclusive, non-transferable right for your Users to use the Service during the subscription for your own business.

13.2 Outputs. You own the Outputs (clause 2). Where an Output contains MVV Materials (for example a standard paragraph of a health and safety document, or the layout of an invoice), you may use, copy and change that Output, and give it to others, for your own business, during and after your subscription. You may not sell or publish the MVV Materials on their own, or as templates of your own. AI output can be similar to output produced for others, and may not be protected by copyright: we do not promise that an Output is unique, or that you can stop others using something similar.

13.3 Your export. The export you receive when you leave (clause 12.3) holds your Customer Data, and can also hold MVV Materials, such as the law library and the settings your Workspace was built with. You may keep and use them for your own business, but not sell them, publish them or use them to build a product that competes with the Service.

13.4 Public law texts. The law library holds public law texts that are Crown copyright, used under the Open Government Licence v3.0. Your rights in those texts come from that licence, not from us.

13.5 Feedback. If you or your Users give us suggestions or feedback about the Service, we may use them for any purpose, without payment or credit to you, and they are not your confidential information. We will not name you as their source without your agreement. Please do not put Customer Data in feedback.

14. Confidentiality

14.1 Confidential information means information a party receives from the other under this agreement that is marked confidential, or that a reasonable person would see as confidential. For you, it includes your Customer Data. For MVV, it includes the MVV Materials that are not published, our security arrangements, and any prices or terms we offer you that we have not published.

14.2 It does not include information that is or becomes public other than through a breach of this clause, that the receiving party already had or develops on its own without using the other's information, or that it receives from someone else who was free to give it.

14.3 Each party keeps the other's confidential information confidential and uses it only for this agreement. A party may share it with its own staff, contractors, professional advisers and insurers, and MVV may share it with the providers named in the sub-processor list and the others named in our Privacy Policy, in each case only as far as they need it and under a duty of confidentiality. MVV may also share it with a buyer of its business, or with someone considering buying it or investing in it, under a written duty of confidentiality. Each party is responsible for those it shares with.

14.4 A party may disclose confidential information where the law, a court or a regulator requires it, telling the other first where the law allows.

14.5 Your duty to keep MVV's confidential information confidential has no time limit. MVV's duty lasts for 5 years after the agreement ends and, for Customer Data, for as long as MVV holds any of it.

14.6 Feedback is dealt with in clause 13.5. Personal data is also covered by the DPA.

14.7 Protecting MVV's software and information. If you or your Users break clause 7.1(c), (d), (e), (g), (j) or (o), clause 13 or this clause 14, damages alone may not be enough: MVV may ask a court for an injunction or other relief straight away (clause 19.12 allows it), and you pay MVV's reasonable legal costs of enforcing its rights. Your liability for these breaches is not limited (clause 16.3A).

15. Warranties

15.1 MVV will provide the Service with reasonable skill and care.

15.2 Except as these terms expressly say, the Service, and everything it produces, is provided "as is" and "as available", without any warranty, condition or other term, whether implied by statute, common law or otherwise, including any term about satisfactory quality or fitness for a particular purpose. We do not promise that the Service will be uninterrupted or error-free, that it will always work as described, or that AI output, or any figure the Service produces, will be accurate (clauses 9 and 15.4). This does not affect clause 15.1.

15.3 You warrant that you have the rights and permissions needed for the Customer Data you put into the Service.

15.4 Errors in the software. The Service is software that depends on providers (clause 3.7), and it has errors from time to time. These terms (other than the DPA), the user manual and the help site describe how the Service is built to work, not a promise that it will never fail: an error can make it work differently for a time. When you tell us of an error, we will use reasonable care to fix it, or to give you a way round it, within a reasonable time (clause 10.8(a)). Every figure the Service shows or produces, whether worked out by AI or by fixed rules, is there to support the running of your business, not to replace your own checks: check it before you rely on it, pay, invoice, file or send it (clauses 9.3 and 9.12). MVV is not liable for a loss that a check these terms ask of you would reasonably have avoided (clause 16.2(i)). If an error is a material breach of these terms and we do not put it right within 30 days of being asked, clause 17.2 applies.

16. Liability

16.1 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot be limited by law.

16.2 What MVV is not liable for. To the fullest extent the law allows, MVV is not liable to you for any loss or damage arising out of or in connection with this agreement or the Service, however it arises (in contract, in tort including negligence, for breach of statutory duty including data protection law, for misrepresentation, under an indemnity or otherwise). In particular, and each as a separate exclusion:

(a) MVV is not liable for loss of profit, revenue, business, contracts, goodwill or anticipated savings, or for loss of opportunity, damage to reputation or the time of your managers and staff, in each case whether direct or indirect.

(b) MVV is not liable for wasted expenditure, including what you spend setting up the Service or moving to it.

(c) MVV is not liable for liquidated damages, damages for late completion, or any other sum you have to pay, or cannot recover, under your own contracts.

(d) MVV is not liable for any fine, penalty, interest or surcharge imposed on you by HMRC, the Health and Safety Executive, the Information Commissioner or any other authority or court.

(e) MVV is not liable for the cost of re-entering, rebuilding or checking data.

(f) MVV is not liable for any loss arising from your or your Users' reliance on, or use of, anything the Service produces, such as a figure, estimate, valuation, programme, date, document or answer.

(g) MVV is not liable for the loss or corruption of Customer Data, apart from its duty to restore it in clause 16.5.

(h) MVV is not liable for indirect or consequential loss.

(i) MVV is not liable for any loss to the extent that you or your Users would reasonably have avoided it by doing what these terms ask of you. Each of these counts on its own: checking an output, a figure, a date or a document before relying on it; having a solicitor, an accountant, a competent person or another qualified person check it as clause 9.8 says; checking that an important message arrived (clause 8.6); and keeping your own copies of what the Service lets you download (clause 10.7).

(j) MVV is not liable for the part of any loss that you, your Users or anyone acting for you caused or contributed to.

(k) MVV is not liable for any loss caused by a service event (Schedule 3) or by what follows from it. What MVV does when one happens is set out in clause 10.8(a).

(l) MVV is not liable for any loss caused by a provider failing, changing, limiting or withdrawing its service, or changing its prices (clause 3.7), unless MVV's own breach of these terms or of the DPA caused it.

(m) MVV is not liable for any loss arising from a use of the Service, or of what it produces, that breaks these terms or the law, that is careless or mistaken, that does not follow the user manual or the instructions in the app, or that uses an assistant or an AI model for something it was not made for (clause 7.4).

Nothing in this clause 16.2, its first sentence included, excludes MVV's liability for failing to do what these terms say MVV does when something goes wrong: putting the Service right with reasonable care (clause 10.8(a)), fixing an error you tell us of (clause 15.4) and restoring Customer Data from the most recent available backup that holds it (clause 16.5). Nor does it exclude MVV's liability for its own breach of the DPA or of data protection law, including a sub-processor's failure for which DPA clause 7.4 makes MVV responsible. For each of these, (a) to (d), (h) and (j) still apply, and clause 16.3 limits what MVV pays. And (m) does not reach what the last sentence of clause 7.4 leaves out. Nor does this clause 16.2 exclude MVV's liability for direct loss caused by MVV's own breach of these terms (including clause 14) or by its own negligence, or under its indemnity in clause 16.7: exclusions (a) to (m) still apply to that liability, and clause 16.3 limits it.

Each exclusion in this clause, and the limit in 16.3, is a separate term: if a court holds that one of them does not apply, or applies only in part, the others still apply in full. Nothing in this clause limits clause 16.1.

16.3 If a court holds MVV liable. If, despite 16.2, a court holds that MVV is liable for any loss, MVV's total liability for all claims together, however they arise, is limited to one total amount: the subscription fees (the fee for your plan and for any packs of extra seats) paid and payable for the Service in the 12 months before the first claim or, if the first claim arises in the first 12 months of the agreement, the subscription fees payable for those first 12 months. Money you paid for AI (clause 9.6) is not counted in that total.

16.3A These limits protect MVV only. Clauses 16.2 and 16.3 apply only to MVV's liability. Nothing in these terms excludes or limits your liability for: (a) the fees and charges you owe, with interest and the costs of collecting them; (b) your indemnity in 16.6; (c) misuse of the Service, including any breach of clause 7 by you or your Users; or (d) a breach of clause 13 (our intellectual property) or clause 14 (confidentiality).

16.4 Clauses 16.2 and 16.3 apply to MVV's liability for claims about data protection and confidentiality too. There is no separate, higher limit for them.

16.5 Lost data. As 16.2(g) says, MVV is not liable for the loss or corruption of Customer Data. Apart from its duties under the DPA and data protection law (clause 16.10), MVV's only duty for lost or damaged Customer Data is to restore it with reasonable care, at no charge, from the most recent available backup that holds it (clauses 10.5 and 10.6). MVV does not owe that restore where you, your Users or a service you connect lost or damaged the data (clause 10.8(a)), although it may agree to one. A restore works as clause 10.6 says. What changed after that backup was made, and what no backup holds, you restore from your own copies (clause 10.7).

16.6 Your indemnity. You will indemnify MVV against any claim by a third party (including your staff, workers, customers and other people whose data is in your Workspace), and against the losses, the costs (including reasonable legal costs) and, as far as the law allows, the fines MVV incurs because of it, including MVV's costs of dealing with an enquiry by a supervisory authority, to the extent that the claim arises from:

(a) Customer Data, including your brand, or a message sent from your Workspace, including a message that breaks the Privacy and Electronic Communications Regulations (clause 7.1);

(b) a breach of clause 7 by you or your Users, or any other use of the Service by your Users that these terms do not allow;

(c) an instruction you give MVV, or a way you set up or use the Service, that breaks the law, or your breach of DPA clause 3;

(d) a document, figure or message made with the Service that you or your Users issued, sent, shared or relied on.

This indemnity does not cover anything to the extent that MVV's own breach of these terms or of the DPA caused it.

16.7 Our intellectual property indemnity. MVV will indemnify you against a claim by a third party that your use of the Service, as MVV provides it and in line with these terms, infringes that third party's intellectual property rights in the UK. This does not cover a claim to the extent that it arises from: Customer Data, your brand or anything you or your Users give us; AI output, or your use of it; a service you connect yourself; open-source software used under its licence, or public law texts used under the Open Government Licence; the Service combined with anything MVV did not supply; a change not made by MVV; or use after we have told you to stop, or offered you a version that does not infringe. If such a claim is made, or we think one is likely, MVV may change or replace the affected part, get you the right to keep using it, or end the agreement, with no refund (clause 5.7). This clause and clause 16.8 set out MVV's whole liability for such claims.

16.8 Conduct of claims. The party asking to be indemnified tells the other promptly, lets it control the defence, gives reasonable help, and does not admit liability or settle without the other's written agreement. The limit in 16.3 applies to MVV's indemnity in 16.7. It does not apply to your indemnity in 16.6 (clause 16.3A).

16.9 Your insurance. You must keep your own business insurance, suitable for your business and its risks, and rely on it, not on MVV, for your own losses, including those this clause 16 says MVV is not liable for. MVV accepts no responsibility for damages, except as clauses 16.1 and 16.3 say.

16.10 What these limits do not change. The disclaimers and limits in these terms, including clauses 3.7, 7.4, 8.6, 9.3, 9.8, 10.7, 10.8, 15.4, this clause 16, 19.3 and Schedule 3, decide what MVV owes you if something goes wrong. They do not reduce what MVV must do under the DPA or data protection law, such as keeping personal data secure, being able to restore it, telling you of a personal data breach (DPA clause 10.1), helping you answer people's requests about their data (DPA clause 9.1) and returning or deleting data when the service ends (DPA clause 11), and they do not limit the rights of any person whose data is in your Workspace. Clause 16.4 still decides what MVV pays you for a claim about data protection.

16.11 Crime by others, including theft of data. MVV is not liable for any loss or damage caused by a criminal or other unlawful act of a third party (anyone other than MVV, MVV's own staff, or a sub-processor or subcontractor of MVV acting as such), to the extent that, when the act took place, MVV had in place the security measures described in DPA clause 6 and Annex 2, as they may change under DPA clause 6.3. Such acts include, for example: hacking, or any other access without permission to the Service, a Workspace, a backup or MVV's systems; theft of Customer Data, of a device or of sign-in details; ransomware, viruses and other malicious software; phishing, impersonation and other fraud; and denial-of-service attacks. This applies however the loss arises, whether Customer Data is lost, stolen, encrypted, corrupted, copied, disclosed or published, and whether or not the person who did it is found. This clause:

(a) does not limit clause 16.1;

(b) does not reduce what MVV must do under the DPA and data protection law, before, during or after such an act, including keeping the measures in Annex 2 in place, telling you of a personal data breach and giving you the information you need (DPA clause 10), helping you meet your own duties, including to the Information Commissioner and to the people affected (DPA clause 9), and restoring Customer Data as clause 16.5 says;

(c) does not exclude MVV's liability for its own breach of the DPA or of data protection law, including a sub-processor's failure for which DPA clause 7.4 makes MVV responsible: clauses 16.2 to 16.4 apply to that liability;

(d) does not limit the rights of any person whose data is in your Workspace, or any liability that data protection law does not allow to be excluded or limited.

17. Term and ending the agreement

17.1 The agreement starts on the start date in the order. It runs for the period you pay for, a month or a year, and renews by itself for the same period each time, until you cancel (clause 12.1: a cancellation stops the next renewal only if it is filed at least 7 days before the renewal date) or it is ended under this clause.

17.2 Either party may end the agreement immediately by written notice if the other materially breaches it and does not put the breach right within 30 days of being asked, or becomes insolvent. You may also end it by written notice where clause 3.7(c) allows, and either party may where clause 19.3 allows: it then ends on the day the notice gives. Fees already paid are not refunded, except as clause 5.7 says.

17.2A Our notice to end. MVV may end the agreement for any reason by giving you at least 30 days' written notice. The agreement then ends at the end of the paid period in which the notice runs out, or on a later date the notice gives, so you keep the whole period you have paid for, and nothing is refunded (clause 5.7).

17.2B When we may end at once. MVV may end the agreement at once, by written notice and with no refund, if you or your Users: (a) tamper or interfere with the Service or its security; (b) use the Service on behalf of another business or for its use, resell it, or share access to it; or (c) pass MVV's confidential information or software to anyone else, or copy it. Your liability for these breaches is not limited (clause 16.3A), and clause 14.7 applies.

17.3 MVV may end the agreement on 30 days' notice if fees remain unpaid 30 days after suspension under clause 6. As built, MVV support gives that notice in our control console. It reaches you as a notice in your Workspace, sent again until your Workspace shows it, and your Stripe subscription is set to end on the day the notice runs out. Paying in full before that day stops it.

17.4 When the agreement ends, clause 12 applies. Clauses 4.3, 5 (for fees already due), 7, 9.3, 9.6 (for bought AI), 9.8 to 9.12, 11, 13, 14, 15.3, 16 and 19 continue, and so do clauses 3.7, 8.6, 10.7, 10.8(b) to (d), 15.2 and 15.4, Schedule 3 and any other clause meant to survive. While your people can still sign in to your read-only Workspace (clause 12.2), these terms apply to that access. It is free, and you remain responsible for who still has a sign-in (clause 4.3).

18. Changes

18.1 We may change the Service, provided we do not materially reduce its overall functionality during a paid period without your agreement, except as clause 3.7(c) allows when a provider stops, changes or raises the price of its service.

18.2 We may change these terms on at least 30 days' notice, given by email to the Account owner or by a notice in your Workspace. Each version is published on our help site under its date, and earlier versions stay there. If a change materially disadvantages you, you may end the agreement before it takes effect.

18.3 Changes to sub-processors follow DPA clause 7.

19. General

19.1 Subcontracting. We may use subcontractors; we remain responsible for them. Clause 3.7 says what MVV owes when a provider the Service is built on fails, changes or stops. Sub-processors of personal data are governed by the DPA, and DPA clause 7.4 still applies to them.

19.2 Assignment. Neither party may transfer the agreement without the other's consent, except that MVV may transfer it to a group company or a buyer of its business on notice.

19.3 Events outside our control. Neither party is liable for delay caused by events beyond its reasonable control, including failures of third-party infrastructure, nor for failing to perform an obligation under this agreement because of such an event. For MVV, these events include:

(a) power failure or interruption, at MVV's premises, at a provider or anywhere else;

(b) failure or disruption of the internet, of telecoms or mobile networks, or of domain name, DNS or other network services;

(c) an outage, failure, limit, change or withdrawal of a provider's service (clause 3.7), including hosting, database, storage, AI, voice, search, email, messaging and payment providers;

(d) a cyber-attack, denial-of-service attack, virus or other malicious act by others, despite MVV taking the measures in DPA clause 6 and Annex 2;

(e) fire, flood, storm, extreme weather or another natural event;

(f) an epidemic or pandemic;

(g) war, terrorism, riot or civil unrest;

(h) a strike or other industrial action, other than by MVV's own staff;

(i) an act of a government, regulator or court, sanctions, or a change in the law;

(j) theft of, or damage to, equipment by others.

Each of (a) to (j) counts only to the extent that the affected party could not have prevented it, or avoided its effect, by taking reasonable care. A limit, suspension or withdrawal of a provider's service that MVV caused, for example by not paying the provider, by going over a limit it could have raised or by breaking the provider's rules, does not count.

While such an event lasts, the obligations it prevents are suspended, and the affected party takes reasonable steps to limit its effect and to resume. If an event stops MVV providing a material part of the Service for more than 30 days in a row, either party may end the agreement by written notice (clause 17.2). This clause does not excuse a payment either party owes, and does not reduce MVV's duties under the DPA or data protection law (clause 16.10).

19.4 Notices must be in writing. A notice to MVV is sent to its registered office (clause 1.1) or by email to support@mvvtechnologies.com. A request on the support desk in your Workspace is not a notice: we see its category, urgency and time, not its text (clause 10.3). A notice to you is sent to the Account owner's email. As built, the notices of clauses 6.1 and 17.3 reach you as a notice in your Workspace, and Stripe emails your billing email about a failed payment. An email counts as received when it is sent, or at 09:00 on the next working day if it is sent outside our working hours (clause 10.3). A notice in your Workspace counts as received when your Workspace first shows it. If MVV learns that an email notice to you was not delivered, it gives the notice again in your Workspace, and the notice then counts as received only when your Workspace first shows it. A notice by post counts as received on the second working day after posting.

19.5 Entire agreement. This agreement is the whole agreement between the parties about its subject, and it replaces anything said or written before it. Each party confirms that, in entering into it, it has not relied on any statement, promise or representation that is not set out in it. That includes anything on our websites, sign-up page, help site or status page, in our marketing, in a demonstration or trial, in the user manual, in the answers of the in-app help assistant or the Support desk page, or said by anyone at MVV or by a sales agent who introduced you: those explain the Service, and do not change this agreement or add to MVV's promises. Neither party has any claim for a statement of that kind, except for fraud.

19.6 Third parties. No one other than the parties has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

19.7 Severance. If a court finds part of these terms invalid or unenforceable, that part is to be treated as changed as little as is needed to make it valid and enforceable or, if that is not possible, as deleted, and the rest continues.

19.8 Waiver. A failure or delay in using a right under this agreement does not give up that right.

19.9 Variation. Except as clause 18 allows, a change to this agreement is valid only if it is in writing and agreed by both parties.

19.10 No partnership or agency. Nothing in this agreement makes the parties partners or joint venturers, or either party the agent of the other.

19.11 Counterparts. This agreement may be signed in counterparts, including electronically, which together form one agreement.

19.12 Disputes. Before starting court proceedings (except to seek urgent relief), each party will refer a dispute first to the Account owner and MVV's support contact, and then to a director of each party, allowing 20 working days at each step.

19.13 Governing law, courts and language.

(a) Law. These terms, the agreement, and any dispute or claim arising out of or in connection with them, their subject, their formation, existence, validity, interpretation, performance or ending, or the Service, are governed by the law of England and Wales. This includes a non-contractual dispute or claim, such as one in tort (including negligence), for breach of statutory duty (including data protection law), for misrepresentation or for unjust enrichment.

(b) Courts. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, and each party irrevocably submits to them. This applies wherever the Customer is established, including in Italy or elsewhere in the European Union. The parties intend this to be an exclusive choice of court agreement, including for the purposes of the Hague Convention of 30 June 2005 on Choice of Court Agreements. A judgment of those courts may be enforced in any other country.

(c) No objection. Each party waives any objection to proceedings in the courts of England and Wales, whether on the ground of venue, that those courts are an inconvenient forum, or on any other ground, and agrees not to start proceedings about any such dispute or claim in any other court, except as (d) allows. If a party does, the other may ask any court to stop those proceedings, and the party that started them pays the other's costs of doing so.

(d) Urgent interim relief. Either party may apply to any court for urgent interim or protective relief, such as an interim injunction, to protect its position until the courts of England and Wales decide the dispute or claim. Such an application does not submit the dispute or claim itself to that court, and does not limit (b).

(e) Language. These terms are written in English, and the English text is the binding one. If these terms, or any document under them, are translated, including into Italian, the translation is for convenience only, and the English text prevails if they differ. The one exception is the Italian text of Schedule 4, which is binding, together with its English text, as the Customer's specific approval. Notices, and documents in any dispute, may be in English.

19.14 Time limit for claims against MVV. Any claim against MVV arising out of or in connection with these terms, the agreement or the Service, however it arises (in contract, in tort including negligence, for breach of statutory duty, for misrepresentation, under an indemnity or otherwise), must be brought by starting court proceedings within 12 months after the day on which you first knew, or could reasonably have known, of the facts giving rise to it. A claim not brought within that time is barred: MVV has no liability for it, and it cannot be raised later, including by way of set-off or counterclaim. If the steps in clause 19.12 are still running when the 12 months end, the time is extended until 20 working days after those steps end. This clause does not apply to a claim for anything that clause 16.1 says is not limited, and it does not limit the rights of any person whose data is in your Workspace.

19.15 Costs of a claim that fails. If either party brings a claim against the other, in any court or forum, and it fails, the party that brought it pays the other's reasonable legal costs and expenses of defending it, including the fees of its solicitors, barristers and experts. A claim fails if it is dismissed, struck out, discontinued, withdrawn or abandoned, or if judgment is given against the party that brought it. If a claim succeeds only in part, the party that brought it pays the other's reasonable costs of the part that fails. A party may set these costs off against any sum it owes the other. This clause applies as far as the court allows, and does not limit the court's powers on costs.


Schedule 1: Plan and fees

For a business we invite, the order is the plan, the packs of extra seats and the prices in your invitation, as shown in Stripe's checkout when you pay your first month. For a Workspace MVV sets up by hand, the order is what we confirm to you in writing. This schedule prints no prices and no amounts: they are in your invitation and in Stripe's checkout, or confirmed to you in writing, and we may change them at any time for new orders (clause 5.4).

ItemWhat applies
Customer (legal name, company number)As given for your invitation; we check them on the public register before we build your Workspace
Account owner (name, email)The person we invite, as given for your invitation
Records address for email copiesAs you give us (clause 8.1)
Country (sets the Workspace region)As given for your invitation; for a UK business, London (clause 3.1)
Plan and modulesThe plan in your invitation, with the modules that plan includes on the day you pay your first month; we tell you which they are whenever you ask
Seats includedThe number we confirm to you in writing for your plan
Extra seatsThe packs in your invitation, of the size and at the price shown for your plan in Stripe's checkout when you pay your first month (clauses 4.2 and 5.5)
Subscription feeThe price of your plan shown in Stripe's checkout when you pay your first month, monthly or yearly, excluding VAT (clause 5)
Set-up feeNone, unless your invitation shows one
AIThe monthly AI allowance we confirm to you in writing for your plan; bought AI, the daily safety limits and the help assistant as clause 9.6 says
Email limitsAs clause 8.2 says
Start date, period and renewalThe start date is the day your first payment is taken; the period is a month or a year, as you choose; renewal as clause 17.1 says
PaymentYour first month by card, then by Direct Debit (Bacs), through Stripe, in advance (clause 5.2)

Schedule 2: What the assistants can change

This schedule is written from the assistants' own settings in the software as it stands at the date of these terms. It says, for each assistant, what it can read, what it can change, and what it can never do. Which assistants you have depends on the modules in your plan, and an assistant in a module you do not have is switched off.

Rules for every assistant

  • The off switch. Where your plan includes the Master Brain page, your Super Admin can switch off there each assistant that page lists. The assistants of the core app and of the Estimator, Health and Safety and Calendar modules are not on that page and have no off switch: most of them run only when a person asks (Part B), and Part A says when the others run. A plan without the Master Brain page has no off switch for any assistant. An assistant that is switched off does not call the AI. If your Workspace cannot read its own settings at that moment, the assistant does not run, even if it is switched on, and it says that its switch could not be read.
  • What it reads is information, never an order. Every assistant is built to treat what it reads (documents, photos, messages, web pages) as information to work on, never as an instruction to it.
  • Money. No assistant can pay anyone, move money, or file anything with HMRC. Only two things write a money record: Atlas, within the limits in Part A, and the one correction you approve on Vera's desk.
  • People outside your company. No assistant emails, texts or messages your customers, architects, workers, suppliers or prospects. The one exception is yours to switch on: the Project Manager's reminder inside the app to a customer or architect about a task that is theirs (Part A). Part D lists the automatic senders that are not AI: the WhatsApp shift and rest-day notices to your operatives are sent by the app, not by an assistant. On WhatsApp, Atlas starts a message only to your Account owner (Part A).
  • Deleting. No assistant deletes your records. Atlas can cancel a meeting when you confirm it, an assistant can undo a change it made itself, and the Project Manager can take a line, to-do or subtask off his own board on a call, but only after he has asked and you have answered, or when you tell him an item on his list is not yours. You can undo it on the job's page. If you have switched on "His to-dos become tasks", taking a to-do off also deletes the task he made from it.
  • Your AI allowance. Every assistant's AI use counts toward your allowance (clause 9.6), except the help assistant in the corner of the app, which MVV pays for.

Part A: assistants that can change records by themselves

Assistant and who can use itWhat it readsWhat it can changeWhat it never does
Atlas (module: Atlas). Super Admins who have access to Atlas. Typed to, or spoken to on a live call, inside the app; also by WhatsApp text or voice note from a linked phone (clause 8.3). On WhatsApp it starts a message only to your Account owner: a reminder the Account owner set, or a daily digest.Projects, tasks, calendar, notes, documents, health and safety records, estimates, bookkeeping checks, the sales pipeline, legal cases and the list of files in the Legal Vault. Money figures (spend, budgets, invoices, labour and subcontractor pay): every Super Admin who has access to Atlas sees them. The company monitor and the registers answer the Account owner only. It can search the web within a capped monthly budget.Without asking: creates, amends, completes and reopens tasks; adds notes, comments, contact notes and meeting outcomes; adds or updates a customer contact or a supplier; adds calendar events and its own reminders; writes or amends a site report from what you give it, and files it in the project's documents when you tell it to; books an expense of up to £1,000 before VAT when you typed the amount yourself (never labour); takes a queued outreach email out of the queue. After you confirm with a YES (with the one-time code it shows you where an amount of money is involved): anything unusual, an amount it worked out rather than read from your message, booking, moving or cancelling a meeting, logging an event on a legal case, remembering a standing rule. After a YES with the code and the Money PIN, which belongs to the Account owner: creates an invoice or a credit note, marks an invoice paid, records a part payment. It can undo its own reversible changes, and each change is written to an audit record shown on the project's Activity tab.Never pays anyone. Never raises or marks paid an invoice that carries CIS or the VAT reverse charge. Never messages customers, architects, workers or prospects. Never shares a note with a customer, changes a project's status, deletes a task or queues an outreach email: those actions are switched off in the software. Never moves the programme. Never sends, completes, moves or deletes anything in a legal case. Your Account owner can switch off each group of its powers (money, expenses, tasks, notes, calendar, documents, reports, legal and the rest) in its Control Room, which only the Account owner can open.
The Contract Helper (module: Contract Helper). Super Admins only.The case's evidence: the project's own records (applications, valuations, variations, delays, programme), documents you add to the case, emails you choose to pull in from a mailbox you connect, the project's Legal Vault (each look is written to the vault's audit trail), and, once MVV's gateway holds a search key, web search results for case law (at the date of these terms it holds none, so this search is not available).On its own case file only, and only by adding: logs a dated event on the case timeline, adds a deadline (which sends reminders) or a task, saves a fact or decision to the case memory, files a note as evidence, sets the category of an evidence item. Each is listed in the case's list of what it did, with one-tap Undo, and is marked until you confirm it. A nightly pass does the same for new material only if you switch it on. It also drafts case files, letters and the tender Form of contract for you to review, with every clause change highlighted.Never contacts anyone and never sends anything. Never completes, moves or deletes anything. Never records a standing instruction: only you can. Never deletes a contract clause. Never touches money.
The Nightly Contract Check (module: Contract Helper). Super Admins only.Each project's legal position: contract on file, variations, applications, delays, payment terms. In the Legal Vault it reads file names only, never contents, and each look is written to the vault's audit trail.Writes its own recommendations and, if you switch the nightly pass on, a daily legal brief for Super Admins, which also reports what the Contract Helper's nightly pass filed where that is on. On a morning when the brief has news, it is built to email the brief to the address set in Legal settings or, if none is set, to a Super Admin's sign-in email.Never contacts anyone other than the brief's recipients set out in this row, and never changes a project record. The brief goes to whatever address you set in Legal settings: if you set one outside your company, it goes there. Like every email your Workspace sends, a hidden copy goes to your records address (clause 8.1(c)).
The Project Manager (module: The Project Manager). The Account owner, and staff the Account owner gives access. Only the Account owner's calls change anything.The jobs you hand him: the programme, tasks, site photos (for progress only), and, for the Account owner, what subcontractors have been paid and billed.His own board for each job: lines, to-dos and subtasks. On a call he makes the changes you tell him to make. He also adds a to-do by himself when what his tools show needs one, such as an order past its date, work with no to-do, or something his reading of the site photos shows, and then tells you what he added. He asks before taking anything off and waits for your answer, unless you tell him an item on his list is not yours. The latest 40 changes on each job are listed on the job's page, where you can undo them. Off a call he changes his board by himself only through switches you turn on: adding missing to-dos, moving his own later lines, and marking a line started when the site photos show work begun. He reminds people inside the app, by himself only once you switch it on, never in his quiet hours and at most once each working day: he reminds a Super Admin or the person in charge of a job, and after two misses he passes the question to the person in charge. On a call he reminds a member of staff when you tell him to. He reminds a customer or architect only about a task assigned to them, or an item you tell him on a call is theirs to supply, and only if you switch that on. If you switch on "His to-dos become tasks", his to-dos with a person and a day, including ones he added himself, become tasks in Task Management. Everything else he works out comes back as a proposal you apply with a tap. Master Brain's Agents switch stops every change he makes.Never changes the dates or status of the client's programme unless you ask and confirm; when you give him a start day for a line on a call, he adds one note, seen only by staff, to that line. Never changes a task a person made in Task Management, the weekly board or an invoice. Never pays anyone or touches money. Never phones, texts, emails or uses WhatsApp.
Vera (module: Vera). The Account owner. A correction she proposes can also be approved by any Super Admin who has access to Atlas.All of your books, every morning and when you ask her to read them again. For the payments on her open CIS and VAT note, she also reads the attached invoice or receipt, once for each file.Her own notes: the doubts she raises, and what she read beside a payment. On your approval of one named correction, she re-files one purchase between materials and second fix, only on a record with no CIS stamp, no client recharge, no bank link and no labour-board tie, checks the result afterwards, and leaves an audit record of the before and after.Never writes money and never changes your books on her own. On a call she can show a doubt and put your answer on screen, but only your tap files it.
The Day Planner (module: Calendar). Each member of office staff, for their own day.That person's open tasks and their calendar, including outside calendars they link.Puts proposed time blocks for tasks into the person's day, which stay proposed until that person confirms them; moves its own block when a meeting lands on it; rolls unfinished blocks to the next day; sends one bell in the morning. The AI only estimates how long a task takes. The unattended morning and weekly plans are off until each person switches them on.Never moves a real appointment. Never places a site-only task. Never plans over a calendar it cannot read.
The Photo Tagger (core). Office staff.One project photo at a time.Adds search tags and a one-line caption to the photo.Never deletes or edits a photo.
The Site Photo Auditor (WhatsApp, clause 8.3). Runs by itself on each photo a linked operative sends to MVV's WhatsApp number.The photo, which an AI model checks (the sub-processor list names the provider).Files the photo to that day's job in your Workspace.Never replies to the sender, and never messages anyone.
Health and Safety programme watch (module: Health and Safety). Off until you switch it on for a job.The job's confirmed programme.Proposes new health and safety paperwork when the planned work changes, for you to accept.Never issues a document, and never writes your site facts (site manager, first aider, assembly point, nearest hospital).
The learning helpers (Master Brain and core): the Diary Distiller, the Tutor and the Site Report Tutor.The site diaries, the reports you edited, and your corrections.Propose lessons and wording for your approval.Never change an assistant, the diary or a report until you approve.

Part B: assistants that only draft, read or suggest, when a person asks

Each of these runs when a person presses its button or uploads a file. What it produces waits for that person to check, change and save. None of them sends anything to anyone.

Assistant (module)What it doesWhat it never does
Site Report, Handover, Delay Explanation (core and Programme AI)Write a site report, a handover guide or an account of a delay from the project's records and photos.Never send the document to a customer.
Programme Planner and Programme Scheduler (Programme AI)Lay out a programme, read an existing one from a file you upload, and propose the links between phases.Never change a programme you have confirmed, and never move your dates.
Estimator, its Reviewer and the Pricing Engine (Estimator)Price a job from your own costs and rates. The Reviewer checks the scope and can hold an estimate for your eyes. The Pricing Engine is arithmetic, not AI.Never send a quote. The Reviewer never changes a price.
Materials and Subs (Materials Take-Off)Counts materials from drawings once you give the dimensions, and looks up current prices for them on the web, looking first at one builders' merchant's website. Finds subcontractors, with the public ratings a web search shows, and writes enquiry emails for you to send. Prices and ratings can be wrong or out of date, and MVV does not check, recommend or vet any firm.Never orders anything and never contacts a supplier.
Progress Valuer and Estimate Scanner (Evaluation AI)Suggest the percentage complete of each line for an interim valuation, from your site reports and photos, and read a priced estimate into a schedule. The percentages are estimates from what the photos and reports show: check them on site before you apply for payment.Never certify and never invoice. Every figure waits for your approval.
Health and Safety (Health and Safety)Writes site inductions, risk assessments, method statements and plans for you to review and issue. Reviews a fire escape plan you mark up on a floor plan, and lists what it is missing. Looks up on the web, from the site address, the nearest hospital with an A&E, for you to confirm (clause 9.11).Never issues a document and never invents your site facts. The hospital it finds stays marked for a person to confirm, and a site induction cannot be issued until it is confirmed.
Receipt Reader, Agency Invoice Reader, Supplier Doc Reader (core)Read a photographed receipt, an agency invoice or a supplier document and fill in the form for you to check.Never save a cost without you, never set a paid date, never pay anything.
Second-Fix Scanner, Trade Budgeter, Sub Reviewer (core)Read an order list into the second-fix grid, list the trades a job needs, and check a new subcontractor as you save it.Never enter a budget figure, and never block a save.
The Bookkeeper (Bookkeeping)Reviews your bank reconciliation and flags what to look at, with a suggested category.Never moves money, files anything or decides VAT.
The Accountant (The Accountant)Runs fixed checks over your books and explains what does not tie, in writing or on a call.Never files, pays or changes a figure. On a call it can only open the fix guide on your screen.
The Forecaster and the Assistant (Master Brain and core)Answer questions and report on the business from a snapshot of your records.Never change anything.
The Closer (Tasks)Proposes the questions that close an unusual task.Never closes a task, moves the programme or commits money.
KB Curator and the Interviewer (Master Brain)Propose updates and questions for your knowledge base.Never change it without your approval.

Part C: the help assistants

The help assistant in the corner of the app, and the Support desk page, explain how to use the app from its user manual, within what the person's role allows. The corner helper can point at the control to press; the person presses it. They do not read your projects or your money records, they change nothing, and they contact nobody. MVV pays for the help assistant in the corner; the Support desk page's written answers use your monthly AI allowance (clause 9.6).

Part D: automatic senders that are not AI

  • Overdue invoice reminders. Off until you arm them. Once armed, the Workspace emails your customer your own approved reminder wording when an invoice passes its due date, in up to three stages, through the shared address in clause 8.1. It never writes the wording itself, and it never sends a reminder that still holds an unfilled gap.
  • WhatsApp shift and rest-day notices (clause 8.3). The app sends each operative on your Labour board who is linked to your company (who may be a self-employed CIS subcontractor) a WhatsApp notice, in MVV's approved wording, of their shift (their first name, the site's name and address, the day and any office note) or of a rest day: when a senior admin presses "Confirm schedule & notify", either at once or queued and sent from 8 pm on the evening before; and also, automatically, a start-of-week notice on the evening before each person's first site day, even if nobody has pressed Confirm, but only once you switch on "Send them automatically" in your Workspace's WhatsApp settings: it is off until you do. Check the schedule, because you are the sender (clause 8.3(f)).
  • WhatsApp link requests (clause 8.3(a)). When a Super Admin presses Send, MVV's approved link request ("Yes, link me" or "Not me") goes to the number an admin typed, at most once a day for each number.

Part E: not in use when sign-up opens

The Meeting Outcome Reader, which works through WhatsApp, is off: it belongs to the Business Development module. The central law library search is off.

The Business Development module is off for every plan, Enterprise included (clause 7.2): the Prospector, the Planning Scout, the BD Manager, the Marketing office, the Outreach Writer and the module's other assistants, the sending of outreach emails, and the Publisher, which posts to your social media accounts.

Schedule 3: Service events

This schedule lists the service events of clause 10.8, one by one: the ordinary things that can go wrong with an online service like this one. For every event, clause 10.8 says what MVV does, what it does not owe and what you do; the notes below add what is particular to each. Other events are dealt with under the rest of these terms. New events are added at the end, with new numbers, in a later version of these terms (clause 18.2).

  1. Storage problems. Storage at our hosting or storage provider can be full, slow, unavailable or damaged, and a file can fail to upload, save, open or download, or be refused because of its size or kind. We restore access with reasonable care, and restore a lost or damaged file from the most recent available backup that holds it (clause 16.5). Keep your own copies of files that matter (clause 10.7).

  2. Temporary malfunctions, bugs and errors. The software can have bugs, stop working for a time, show an error, or work differently from how these terms, the user manual or the help site describe it, and a figure it shows can be wrong because of a bug. We deal with errors as clause 15.4 says. Check what you rely on (clauses 9.3 and 9.12), and tell us what you find (clause 10.3).

  3. Maintenance and updates. We maintain and update the Service, sometimes without warning when an urgent fix cannot wait, although a significant change is announced before it arrives (clause 3.3). While we do, the Service, or part of it, can be unavailable or slow, and an update can change how something works (clause 18.1). We may tell you about planned maintenance in your Workspace (clause 10.4).

  4. Outages and slowdowns of MVV's own systems. MVV's own systems, such as its gateway (clause 2), its control console and its monitoring, can stop or slow down. While the gateway is down, AI features and the emails your Workspace's server functions send stop. While the control console is not running, the month's AI allowance can arrive late (clause 9.6), and the measurement of availability (clause 10.2) and our status page can stop or be out of date.

  5. Power failure. Power can fail at MVV's premises, at a provider's data centre, or where you or your Users are. A power failure at MVV's premises can stop MVV's own computer, which runs the control console and the backups (clause 10.5): while it is off, no backup is made and the monitoring stops (event 4).

  6. Temporary disconnection. The internet, a mobile network, Wi-Fi or a phone signal can fail or be weak, at your end, at ours, at a provider's or in between. A device without a connection cannot load new data or save changes, and signing out needs a connection (clause 4.4). Your own connection and network provider are your responsibility.

  7. Devices offline and changes not yet saved. When a change cannot be saved, the app shows that it is not saved yet and keeps trying, and where it can it keeps the change on that device until it is saved. A change that has not reached your Workspace can be lost if the app is closed, the User signs out, the device's browser data is cleared, or the device is lost before it is saved (clause 4.4). Check that the app shows your work as saved.

  8. Sync conflicts. If two Users, or two devices, change the same record at about the same time, one change can replace the other. Check important changes after you make them, and agree within your company who updates what.

  9. Messages and emails that do not arrive. An email, a password email, a reminder, a notification, a brief or another message can fail to be sent, be delayed, bounce, be blocked, go to spam, or arrive without an attachment, and so can the copy to your records address (clause 8.1(c)), and any WhatsApp message (clause 8.3). Clause 8.6 says what you do.

  10. Sending limits. When your Workspace reaches a sending limit in clause 8.2, or our email provider limits or stops sending (clause 8.5), further emails can be delayed or not sent.

  11. Voice calls. A live voice call can fail to start, drop, lag or cut out, and it can mishear or misreport what was said; a transcript or a note made from a call can be wrong. A live voice call runs directly between the User's browser and the voice provider, outside MVV's gateway (clause 9.2). Check anything a call produced before you rely on it, and do not use a call for anything that must be recorded exactly.

  12. AI that is unavailable, slow or wrong. An AI assistant can be unavailable or slow, stop when your AI allowance or a daily safety limit is used up (clause 9.6), or give wrong, incomplete, out of date or invented answers (clause 9.3). An assistant that watches your records flags nothing while it is not running (clause 9.9). An assistant that can change records by itself (Schedule 2, Part A) can make a wrong change, or send a reminder it should not have: check its changes, and undo what is wrong (clause 9.10).

  13. Providers. A provider (clause 3.7), such as our hosting, database or storage provider, an AI, voice, search or email provider, the payment provider, or a provider of our domain names or their DNS, can have an outage, slow down, change or limit its service, change its terms or its prices, or stop. Clause 3.7 says what happens then.

  14. Payments. A card payment or a Direct Debit, or the page where you pay or set up your Direct Debit, can fail or be unavailable at Stripe, and a bank can refuse or cancel a Direct Debit. A failed subscription payment is dealt with as clause 6 says. AI you pay for is added only once the payment succeeds (clause 9.6).

  15. Services you connect. A service a User connects, such as a mailbox connected to the Contract Helper or an outside calendar, can stop working, ask to be connected again, or give the Service wrong or out of date information. Its own terms apply to it, and MVV does not control it.

  16. Your own devices, settings and IT. Your devices, browsers, apps, firewalls, security software, network settings, email system and spam filters can stop the Service working, block emails or remove attachments. Keeping them working and up to date is your responsibility.

  17. Lost or stolen devices. A phone, tablet or computer a User signs in on can be lost, stolen or used by someone else, and whoever opens the app on it may be signed in as that User (clause 4.4). Remove or block that User's access at once (clause 4.3(d)). MVV is not responsible for what is done through that sign-in before you have removed or blocked it, except as clause 7.4 says.

  18. Your Users' actions. A User can delete, overwrite or change records, send something to the wrong person, switch a feature or an assistant on or off, or approve a change they should not have. What is done through your Users' sign-ins is your responsibility (clauses 4.3, 7.4 and 9.10).

  19. Data entered wrongly. Data can be entered wrongly, by a User, by a reader that fills in a form from a photo or a document (Schedule 2, Part B), or by a service you connect, and every figure, document and reminder made from it is then wrong too. Check what you enter and what a reader fills in (clauses 9.3 and 15.4).

  20. Security attacks. Someone can attack the Service, a provider or your own systems, for example with malicious software, a denial-of-service attack, an email that tricks your Users into giving away their sign-in, or attempts to guess a password, despite MVV taking the measures in DPA clause 6 and Annex 2. We respond with reasonable care, and tell you of a personal data breach as DPA clause 10 says.

  21. Backups older than your latest work. A restore brings your Workspace back to the moment of the backup it uses (clause 10.6). Work done after that backup is not in it. We aim for that to be at most the last 24 hours of work, but in the worst case you could lose up to a month of work (clause 10.5). Re-enter it from your own copies (clause 10.7).

  22. Missed nights and backups without files. The nightly run starts by itself on MVV's computer, but it can fail, or not start while that computer is off (event 5), and it has missed nights before. Each morning we check that the backup and its clean-up (clause 10.5) ran and finished. If the backup did not, a person at MVV runs it by hand. If the clean-up did not, it runs on the next night the backup finishes without a fault, and until then some backups can stay longer than 30 days. A Workspace holding more than 20,000 stored files, or a night its files cannot be copied, is backed up without its files, and we are alerted and tell you (clause 10.5).

  23. Suspensions and limits. Part of the Service can stop because of a suspension that clause 6 or 7.3 allows, because your AI allowance or a daily safety limit is used up (clause 9.6), or because a module is not in your plan (clause 3.2).

  24. Changes in the law, tax rates and rules. Laws, tax rates, thresholds and rules change, and the rules written into the software, its templates and its guidance may not have caught up (clause 9.12). Check that they are current before you rely on them.

  25. Events outside MVV's reasonable control. The events in clause 19.3, such as fire, flood, an epidemic, war, a strike, an act of government, and failures of power, networks and providers.

  26. Information from outside sources. Web search results, prices and ratings taken from other websites, the public law texts in the law library and other information the Service takes from outside sources can be wrong, incomplete or out of date (event 24). Check it before you rely on it (clause 9.3).

  27. Sign-in problems. A User can be locked out, forget a password, lose the device that holds a passkey or a second sign-in step, or find that a sign-in link has run out (clauses 4.1 and 8.1A), and a password email can be delayed or not arrive (event 9). Until that User can sign in again, they cannot use the Service.

  28. Support that takes longer than we aim for. We aim to reply as clause 10.3 says, but a reply, a call back or a fix can take longer, for example at a busy time or when a problem needs a provider's help.

Schedule 4: Specific approval for customers established in Italy

This schedule applies only to a Customer established in Italy (clause 1.3A). The Customer gives this approval by a second tick or signature, separate from its acceptance of these terms. The English and the Italian texts are both binding as that approval (clause 19.13(e)).

English text

Under and for the purposes of articles 1341 and 1342 of the Italian Civil Code, the Customer declares that it has read these terms with care and understood them, and it specifically approves the following clauses:

  1. Clauses 3.7 and 16.2(l) (providers: MVV does not guarantee the continuity, quality or prices of its providers' services, may change, pause or withdraw a feature that depends on them, and is not liable for a provider's failure, change, limit, withdrawal or prices);

  2. Clauses 4.3(d), 7.4 and 16.2(m) (the Customer is responsible for everything done through its own and its Users' sign-ins, and for any misuse, careless or mistaken use of the Service, and MVV is not liable for it);

  3. Clauses 5.4 and 5.6 (MVV may change its prices on notice; limits on moving down to a lower plan);

  4. Clause 5.7 (no refunds, except in the three cases it names);

  5. Clauses 5.5, 12.1 and 17.1 (the subscription renews automatically for further periods; a cancellation must be filed at least 7 days before the renewal date);

  6. Clauses 6.1 to 6.4 and 7.3 (MVV may suspend the Service and switch off its AI assistants for non-payment, and may suspend any User, feature or message);

  7. Clauses 7.1(e), (h), (i) and (j), 13.2 and 13.3 (no copying, reverse engineering, reselling or automated extraction; no use of the Service to build a competing product; no sharing of access: restrictions on the Customer's freedom to contract with third parties);

  8. Clauses 8.6, 9.3, 9.8, 9.9, 9.11 and 9.12 (no guarantee that messages are delivered; AI output may be wrong and is provided "as is"; no professional advice; deadlines, documents and figures are for the Customer to check);

  9. Clauses 10.1, 10.5, 10.6, 10.7 and 10.8 and Schedule 3 (no availability target and no service credits; backups and recovery are aims, not guarantees, and up to a month of work may be lost; service events; MVV's limited duties when something goes wrong);

  10. Clauses 16.2(g) and 16.5 (lost or damaged data: MVV's only duty is to restore it from the most recent available backup that holds it);

  11. Clauses 14.7 and 17.2B (injunctions and MVV's legal costs of enforcing its rights; MVV may end the agreement at once, without refund);

  12. Clauses 15.2 and 15.4 (exclusion of implied warranties, conditions and terms; errors in the software);

  13. Clauses 16.2, 16.3, 16.3A, 16.4 and 16.9 (exclusions of MVV's liability; MVV's total liability limited to 12 months' subscription fees; the Customer's liability is not limited; the Customer's own insurance);

  14. Clause 16.6 (the Customer's indemnity to MVV, including for fines and costs);

  15. Clause 16.11 (crime by others, including theft of data: MVV is not liable where it had the DPA's security measures in place);

  16. Clauses 3.7(c), 17.2A and 17.3 (MVV may withdraw a feature, and may end the agreement on 30 days' notice for any reason or for non-payment);

  17. Clauses 18.1 and 18.2 (MVV may change the Service and these terms);

  18. Clause 19.2 (MVV may transfer the agreement to a group company or to a buyer of its business);

  19. Clause 19.3 (events outside MVV's control: suspension of obligations and the right to end the agreement);

  20. Clause 19.5 (entire agreement: no reliance on statements that are not in the agreement);

  21. Clause 19.12 (the steps to take before starting court proceedings);

  22. Clause 19.13 (the law of England and Wales; exclusive jurisdiction of the courts of England and Wales for both parties, in derogation from the jurisdiction of the Italian courts; waiver of objections to venue and forum; other courts only for urgent interim relief; the English text prevails);

  23. Clause 19.14 (any claim against MVV must be brought within 12 months after the Customer knew, or could reasonably have known, of the facts behind it, or it is barred);

  24. Clause 19.15 (the party whose claim fails pays the other's reasonable legal costs);

  25. DPA clauses 6.2, 6.3, 7.3, 12.2 and 14.1 (the Customer accepts the security measures as appropriate and MVV may change them; ending the service is the remedy for an unresolved objection to a sub-processor, without refund; limits on audits; the limits of liability in these terms apply to the DPA).

Testo italiano

Ai sensi e per gli effetti degli articoli 1341 e 1342 del Codice Civile, il Cliente dichiara di aver letto con attenzione le presenti condizioni e di averle comprese, e approva specificamente le seguenti clausole:

  1. Clausole 3.7 e 16.2(l) (fornitori: MVV non garantisce la continuità, la qualità o i prezzi dei servizi dei propri fornitori, può modificare, sospendere o ritirare una funzione che da essi dipende, e non risponde dell'inadempimento, delle modifiche, dei limiti, del ritiro o dei prezzi di un fornitore);

  2. Clausole 4.3(d), 7.4 e 16.2(m) (il Cliente risponde di tutto ciò che viene fatto tramite le credenziali proprie e dei propri Utenti e di ogni uso improprio, negligente o errato del Servizio, di cui MVV non risponde);

  3. Clausole 5.4 e 5.6 (facoltà di MVV di modificare i prezzi con preavviso; limiti al passaggio a un piano inferiore);

  4. Clausola 5.7 (nessun rimborso, salvo i tre casi ivi indicati);

  5. Clausole 5.5, 12.1 e 17.1 (rinnovo tacito e automatico dell'abbonamento per periodi successivi; disdetta da presentare almeno 7 giorni prima della data di rinnovo);

  6. Clausole da 6.1 a 6.4 e 7.3 (facoltà di MVV di sospendere il Servizio e disattivare gli assistenti AI in caso di mancato pagamento, e di sospendere qualsiasi Utente, funzione o messaggio);

  7. Clausole 7.1(e), (h), (i) e (j), 13.2 e 13.3 (divieto di copia, decompilazione, rivendita ed estrazione automatizzata; divieto di usare il Servizio per realizzare un prodotto concorrente; divieto di condividere l'accesso: restrizioni alla libertà contrattuale del Cliente nei rapporti con i terzi);

  8. Clausole 8.6, 9.3, 9.8, 9.9, 9.11 e 9.12 (nessuna garanzia di consegna dei messaggi; i risultati dell'intelligenza artificiale possono essere errati e sono forniti "così come sono"; nessuna consulenza professionale; scadenze, documenti e cifre devono essere verificati dal Cliente);

  9. Clausole 10.1, 10.5, 10.6, 10.7 e 10.8 e Schedule 3 (nessun livello di disponibilità garantito e nessun credito di servizio; backup e ripristino sono obiettivi e non garanzie, ed è possibile la perdita fino a un mese di lavoro; eventi di servizio; obblighi limitati di MVV in caso di problemi);

  10. Clausole 16.2(g) e 16.5 (dati persi o danneggiati: l'unico obbligo di MVV è ripristinarli dal backup disponibile più recente che li contiene);

  11. Clausole 14.7 e 17.2B (provvedimenti inibitori e spese legali sostenute da MVV per tutelare i propri diritti; facoltà di MVV di risolvere il contratto con effetto immediato, senza rimborso);

  12. Clausole 15.2 e 15.4 (esclusione delle garanzie, condizioni e clausole implicite; errori del software);

  13. Clausole 16.2, 16.3, 16.3A, 16.4 e 16.9 (esclusioni della responsabilità di MVV; responsabilità complessiva di MVV limitata a 12 mesi di canoni di abbonamento; responsabilità illimitata del Cliente; assicurazione a carico del Cliente);

  14. Clausola 16.6 (obbligo del Cliente di manlevare e tenere indenne MVV, anche per sanzioni e spese);

  15. Clausola 16.11 (atti illeciti di terzi, compreso il furto di dati: MVV non ne risponde quando erano in atto le misure di sicurezza previste dal DPA);

  16. Clausole 3.7(c), 17.2A e 17.3 (facoltà di MVV di ritirare una funzione e di recedere dal contratto con 30 giorni di preavviso per qualsiasi motivo o per mancato pagamento);

  17. Clausole 18.1 e 18.2 (facoltà di MVV di modificare il Servizio e le presenti condizioni);

  18. Clausola 19.2 (facoltà di MVV di cedere il contratto a una società del gruppo o all'acquirente della propria azienda);

  19. Clausola 19.3 (eventi al di fuori del controllo di MVV: sospensione degli obblighi e facoltà di recedere dal contratto);

  20. Clausola 19.5 (accordo integrale: nessun affidamento su dichiarazioni non contenute nel contratto);

  21. Clausola 19.12 (procedura da seguire prima di agire in giudizio);

  22. Clausola 19.13 (legge di Inghilterra e Galles; competenza giurisdizionale esclusiva dei tribunali di Inghilterra e Galles per entrambe le parti, in deroga alla giurisdizione e alla competenza dei giudici italiani; rinuncia a ogni eccezione relativa al foro; ricorso ad altri giudici solo per provvedimenti cautelari urgenti; prevalenza del testo inglese);

  23. Clausola 19.14 (ogni pretesa nei confronti di MVV deve essere fatta valere in giudizio entro 12 mesi da quando il Cliente ha conosciuto, o avrebbe potuto ragionevolmente conoscere, i fatti da cui deriva, a pena di decadenza);

  24. Clausola 19.15 (la parte la cui domanda non viene accolta rimborsa all'altra le spese legali ragionevoli);

  25. Clausole 6.2, 6.3, 7.3, 12.2 e 14.1 del DPA (il Cliente accetta come adeguate le misure di sicurezza, che MVV può modificare; in caso di opposizione non risolta a un sub-responsabile, il rimedio è la cessazione del servizio, senza rimborso; limiti alle verifiche; le limitazioni di responsabilità delle presenti condizioni si applicano al DPA).

Second approval / Seconda approvazione

The Customer / Il Cliente: __________

Name and position of the person approving / Nome e qualifica di chi approva: __________

Second tick or signature / Seconda spunta o firma: __________

Date / Data: __________

Versions

  • 13 October 2026 (current)

MVV Technologies Ltd. Registered in England and Wales, company number 17300982. Registered office: Suite 301, 18-24 Turnham Green Terrace, London, England, W4 1QP.