Terms of Service

1. Definitions and interpretation

1.1 In this Agreement:

AI Features means features of the Platform that use machine learning or generative artificial intelligence, including drafting, adapting, tagging, summarising, recognition and recommendation features.

Authorised Users means Administrators, Registered Users and Guest Users permitted by the Customer to use the Platform.

Business Day means a day other than a Saturday, Sunday or public holiday in the Location of Service.

Confidential Information has the meaning in clause 8.

Customer Content means all data, text, images, video, metadata, contact information and other material uploaded to or created in the Platform by or for the Customer, including Outputs.

Documentation means the user guides, help centre and policies made available by Eponymos, as updated from time to time.

Fees means the Subscription Fees, the Set-up Fees, the charges for excess use under clause 2.3, the fees under clause 4.6 and any other amount payable under this Agreement.

Intellectual Property Rights means all present and future intellectual property rights worldwide, whether registered or not.Location of Service means the country and the city, state or province of the Customer’s address stated in the Order Form.

Outputs means content generated by AI Features in response to the Customer’s inputs.

Platform means the Eponymos web-based media centre, digital asset management and communications platform, including the AI Features, Documentation and any updates.Privacy Laws means all privacy, data protection and anti-spam laws that apply to a party in connection with this Agreement, including those of the Location of Service.

Privacy Regulator means the privacy or data protection regulator with jurisdiction in the Location of Service, at national level and, where applicable, at state, provincial or territory level.Services means access to and use of the Platform and the related services described in Schedule 1 and Schedule 2.

Term means the Initial Term together with any Renewal Terms.

Third-Party Services means services, software, models, platforms or infrastructure provided by third parties and used with or through the Platform, including hosting, AI model providers and social media platforms.

1.2 Headings are for convenience only. Words in the singular include the plural and vice versa. “Including” and similar words are not words of limitation. A reference to a party includes its successors and permitted assigns. A reference to legislation includes amendments and replacements. A reference to an amount of money is to the currency stated in the Order Form.

1.3 If there is any inconsistency, the following order of precedence applies: the special conditions in the Order Form, these Terms of Service, the Order Form, then the Schedules and Documentation. The Schedules form part of this Agreement and are at all times subject to these Terms of Service.

2. Subscription and licence

2.1 Subject to payment of the Fees and compliance with this Agreement, Eponymos grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Term for its Authorised Users to access and use the Platform for the Customer’s internal business purposes and to publish Customer Content to its media centre audiences.

2.2 The Customer must ensure that its Authorised Users comply with this Agreement and is responsible for their acts and omissions. User credentials must not be shared.

2.3 Use exceeding the licence numbers or storage allowance in the Order Form will be charged at Eponymos’s then-current rates, as updated from time to time. Eponymos may monitor use of the Services, and its records are the basis for any charge for excess use. Unlimited Guest Users and any other unlimited allowance are subject to fair use and to the reasonable technical limits Eponymos applies from time to time.

2.4 Journalists, media and other members of the public who register with or visit the Customer’s media centre do so under Eponymos’s published terms of use and the Customer’s terms of use, and are not Authorised Users unless the Customer designates them as such. Eponymos may refuse, suspend or remove any journalist, media representative or Guest User who breaches its terms of use or misuses the Platform.

2.5 The Customer is responsible for all activity under its accounts and credentials, whether or not authorised by it, until it notifies Eponymos that the credentials have been compromised. Eponymos may deactivate Authorised User accounts that have been inactive for 12 months.

3. Term and renewal

3.1 This Agreement starts on the Agreement date. The Initial Term starts on the Subscription Start Date.

3.2 At the end of the Initial Term and each Renewal Term, this Agreement automatically renews for a further period equal to the then-current term, being 12 months for an annual subscription or one month for a monthly subscription (each a Renewal Term) unless either party gives the other written notice of non-renewal at least 90 days (annual subscription) or 30 days (monthly subscription) before the end of the then-current term.

3.3 Eponymos may change the Fees for a Renewal Term by giving the Customer written notice at least 90 days (annual subscription) or 30 days (monthly subscription) before the end of the then-current term. The new Fees apply from the start of that Renewal Term. The Customer’s only right to decline the new Fees is to give notice of non-renewal under clause 3.2 within the notice period in that clause.

4. Fees and payment

4.1 The Customer must pay the Fees in accordance with the Order Form. For an annual subscription, Eponymos will issue an invoice at least 14 days before the start of each term and payment is due before the start of that term. For a monthly subscription, Fees are payable in advance on the Subscription Start Date and on the same day of each following month (each a billing date), must be paid by credit card under Schedule 5 unless Eponymos agrees otherwise in writing, and are overdue if not received on the billing date. Eponymos will issue a tax invoice or receipt on or after each monthly billing date.

4.2 Fees are exclusive of GST, VAT, sales tax and any similar tax. If such a tax applies to a supply under this Agreement, the Customer must pay it in addition to the Fees on receipt of a valid tax invoice.

4.3 Payments must be made without set-off or deduction, except any withholding required by law, in which case the Customer must gross up the payment so that Eponymos receives the full amount.

4.4 If an amount is overdue, the Customer must pay Eponymos’s reasonable costs of recovery, including legal, collection and administration costs, and any loss or damage Eponymos suffers as a result of the late payment, and Eponymos may suspend the Services under clause 13.

4.5 Except as stated in this Agreement or required by law, Fees are non-refundable.

4.6 Eponymos may charge: (a) a reactivation fee of USD 250, payable before the Services are reactivated under clause 13.3; and (b) a chargeback fee of USD 250, together with any amount charged to Eponymos by its payment processor or card scheme, for each chargeback or payment reversal the Customer requests in respect of an amount charged under this Agreement, including a charge authorised under Schedule 5. Eponymos may update these fees by publishing the new amounts. Each fee is a genuine pre-estimate of the administrative cost and staff time Eponymos incurs, is payable on demand in United States dollars or its equivalent in the currency stated in the Order Form, and applies regardless of the outcome of any chargeback.

5. Services and changes to the Platform

5.1 Eponymos will provide the Services using reasonable care and skill and in accordance with Schedule 1 and Schedule 2.

5.2 Eponymos may update, modify or replace the Platform, its features, underlying technology, Third-Party Services, sub-processors and support arrangements at any time, provided the change does not materially reduce the overall functionality of the Services the Customer has subscribed to during the then-current term.

5.3 Eponymos may discontinue a feature or Service, or make a change that materially reduces the overall functionality of the Services, by giving the Customer at least 60 days’ written notice (or shorter notice where required by law, security risk or a Third-Party Service provider). Where the change materially and adversely affects the Customer, the Customer may terminate the affected Services by written notice within 30 days of Eponymos’s notice and receive a pro-rata refund of prepaid Fees for the affected Services for the period after termination.

5.4 Beta, preview or trial features are provided “as is”, may be changed or withdrawn at any time, and are excluded from Schedule 2.

5.5 Eponymos may update the Documentation and its policies from time to time. Updates will not materially reduce the Customer’s rights under this Agreement during the then-current term without the Customer’s consent.

5.6 Eponymos provides the Services to other customers, including competitors of the Customer. Nothing in this Agreement obliges Eponymos to develop, deliver or maintain any feature, integration or change requested by or discussed with the Customer unless agreed in writing.

6. Customer responsibilities and acceptable use

6.1 The Customer is solely responsible for Customer Content, including its accuracy, legality and its compliance with laws on defamation, misleading or deceptive conduct, advertising (including therapeutic goods and financial product advertising), privacy, spam and intellectual property.

6.2 The Customer must not, and must ensure its Authorised Users do not: (a) use the Services unlawfully or to send unsolicited commercial electronic messages contrary to Privacy Laws; (b) upload malicious code; (c) attempt to gain unauthorised access to, reverse engineer, copy or interfere with the Platform; (d) use the Services to build a competing product; (e) resell or make the Services available to third parties except as permitted by this Agreement; or (f) breach Eponymos’s acceptable use policy as published from time to time.

6.3 Where the Customer uses the Services to contact journalists or other recipients, the Customer is the sender of those communications and is responsible for having a lawful basis to contact recipients, for identifying itself and for honouring unsubscribe requests.

6.4 The Customer is responsible for its own equipment, internet access, user credentials and internal approval processes.

6.5 Where the Customer sends communications through the Services, it must configure its sending domains as reasonably required by Eponymos, including sender authentication, and must not send communications likely to damage Eponymos’s sending reputation or the deliverability of the Platform. Eponymos may delay, throttle or block communications that in its reasonable opinion present that risk and will inform the Customer where it does so.

6.6 The Customer must comply with the terms of any Third-Party Service it uses with or through the Platform, including social media platforms and AI model providers. Eponymos is not responsible for the availability, performance or conduct of any Third-Party Service.

7. AI Features

7.1 The Platform includes AI Features. Outputs are generated automatically and may be inaccurate or incomplete. The Customer must review and approve Outputs before use and is responsible for everything it publishes or distributes, including Outputs.

7.2 Eponymos does not guarantee media coverage, engagement, search or AI visibility or any other outcome from use of the Services.

7.3 Facial recognition and similar features process biometric information and must only be enabled by the Customer where it has the consent of the individuals concerned or another lawful basis under Privacy Laws.

7.4 Eponymos may use Third-Party Services to provide AI Features and may change those providers under clause 5.2. Eponymos will not use Customer Content to train AI models made available to other customers without the Customer’s written consent. Eponymos may use de-identified and aggregated usage data to operate, secure and improve the Services.

8. Confidentiality

8.1 “Confidential Information” means information disclosed by a party (the Discloser) to the other party (the Recipient) that is designated as confidential or that the Recipient knows or ought reasonably to know is confidential. Customer Confidential Information includes unpublished Customer Content. Eponymos Confidential Information includes the Platform, its pricing and its technical and business information. The terms of this Agreement are the Confidential Information of both parties.

8.2 Confidential Information does not include information that the Recipient can show: (a) is or becomes public other than through breach of this Agreement; (b) was lawfully known to it before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Discloser’s Confidential Information.

8.3 The Recipient must use the Discloser’s Confidential Information only for the purposes of this Agreement, protect it with at least reasonable care, and disclose it only to its personnel, contractors, sub-processors and professional advisers who need to know it and are bound by confidentiality obligations no less protective than this clause. The Recipient is responsible for their compliance.

8.4 The Recipient may disclose Confidential Information to the extent required by law, court order or the rules of a stock exchange, after giving the Discloser prompt notice where lawful and practicable.

9. Privacy and data security

9.1 Each party must comply with the Privacy Laws that apply to it in connection with this Agreement.

9.2 For personal information in Customer Content, the Customer determines the purposes of processing and Eponymos processes that information on the Customer’s behalf in accordance with this Agreement, Schedule 3 and the Customer’s reasonable lawful instructions.

9.3 Eponymos will maintain reasonable administrative, technical and physical security measures appropriate to the nature of the Services (including the measures described in Schedule 4), which it may update from time to time provided the overall level of protection is not materially reduced.9.4 Eponymos will notify the Customer without undue delay after becoming aware of unauthorised access to, or disclosure or loss of, Customer Content held by Eponymos (a Data Incident), provide reasonable information and cooperation, and take reasonable steps to contain it.

9.5 The Customer is responsible for any notification to individuals or regulators required by Privacy Laws in respect of personal information it controls. Eponymos will not notify a Privacy Regulator or any other person of a Data Incident affecting Customer Content without the Customer’s prior consent, except where Eponymos is itself required by law to do so.

9.6 Eponymos determines where Customer Content is hosted, stored and processed. The Customer acknowledges that Customer Content, including personal information, may be stored or processed in any jurisdiction by Eponymos and its sub-processors, and that Eponymos may change hosting locations and sub-processors at any time.

10. Intellectual property

10.1 As between the parties, the Customer owns all Intellectual Property Rights in Customer Content. The Customer grants Eponymos a non-exclusive, worldwide, royalty-free licence during the Term (and for any data export or deletion period) to host, copy, process, transmit, display and adapt Customer Content as necessary to provide, secure and support the Services. The Customer also grants Eponymos a non-exclusive, royalty-free licence during the Term to use the Customer’s name, logo and trade marks to the extent necessary to deliver the Services, including to brand the Customer’s media centre.

10.2 Subject to clause 7 and the rights of third parties, the Customer owns Outputs generated for it. The Customer acknowledges that similar Outputs may be generated for other users.

10.3 Eponymos and its licensors own all Intellectual Property Rights in the Platform, Documentation, software, models, templates, know-how, aggregated and de-identified data, and all improvements and derivatives. Nothing in this Agreement transfers those rights to the Customer. Eponymos’s rights extend to any modification, enhancement or new feature made at the request of, or based on feedback, suggestions or specifications from, the Customer or its Authorised Users, and the Customer assigns to Eponymos any rights it may acquire in them.

10.4 The Customer warrants that it has all rights, consents and licences necessary for Eponymos to use Customer Content as contemplated by this Agreement, including moral rights consents and model and property releases where relevant.

10.5 Any Eponymos domain or subdomain used for the Customer’s media centre remains Eponymos’s property. The Customer is responsible for any custom domain it uses, including its registration, renewal and DNS configuration, and must authorise Eponymos to configure it as needed to provide the Services.

11. Warranties

11.1 Each party warrants that it has the power and authority to enter into this Agreement.

11.2 Eponymos warrants that, to its knowledge, the Customer’s use of the Platform in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party.

11.3 Nothing in this Agreement excludes, restricts or modifies any right or remedy under applicable law that cannot lawfully be excluded or limited (a Non-Excludable Right).

11.4 Subject to clause 11.3, all other warranties, conditions and representations, express or implied, are excluded. Eponymos does not warrant that the Services will be uninterrupted, error-free or compatible with the Customer’s other systems, or that they will achieve any particular result.

12. Limitation of liability and indemnities

12.1 Subject to clauses 11.3 and 12.3, neither party is liable to the other for any loss of profit, revenue, business, goodwill, data or anticipated savings, or for any indirect, special or consequential loss.

12.2 Subject to clauses 11.3 and 12.3, Eponymos’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute, by way of indemnity or otherwise, is limited to the Fees payable by the Customer for the remainder of the then-current term as at the date of the event giving rise to the liability.

12.3 Clauses 12.1 and 12.2 do not limit: (a) liability for fraud or wilful misconduct; (b) the Customer’s obligation to pay the Fees; or (c) the Customer’s liability under clause 12.5.

12.4 Subject to clause 12.2, Eponymos will defend the Customer against any third-party claim that the Platform, used in accordance with this Agreement, infringes that third party’s Intellectual Property Rights, and pay damages finally awarded or agreed in settlement, provided the Customer promptly notifies Eponymos, gives Eponymos control of the claim and provides reasonable assistance. Eponymos may, at its option, modify or replace the affected part of the Platform or terminate the affected Services and refund prepaid Fees for the unused period. This clause does not apply to claims arising from Customer Content, Outputs, Third-Party Services or combination with items not supplied by Eponymos.

12.5 The Customer indemnifies Eponymos and its officers, employees and contractors against all claims, losses and costs arising from: (a) Customer Content, including claims that it infringes any person’s rights or breaches any law; (b) the Customer’s breach of clause 6; (c) communications sent by or for the Customer using the Services; or (d) the Customer’s breach of clause 7.3 or Privacy Laws, including any use of facial recognition or biometric information.

12.6 Each party must take reasonable steps to mitigate its loss. A party’s liability is reduced to the extent the other party contributed to the loss.

12.7 A party must commence any claim arising out of or in connection with this Agreement, other than a claim for unpaid Fees, within 12 months after the event giving rise to it, failing which the claim is barred.

13. Suspension

13.1 Eponymos may suspend all or part of the Services immediately and without notice: (a) if any amount is overdue; (b) if the Customer or an Authorised User breaches these Terms of Service; (c) if reasonably necessary to prevent or respond to a security threat or unlawful activity; or (d) as required by law or a Third-Party Service provider.

13.2 Eponymos will tell the Customer the reason for the suspension. Fees remain payable for the whole of any suspension under clause 13.1 and for any reactivation period.

13.3 Eponymos will reactivate the Services within 5 Business Days after the cause of the suspension is resolved. For non-payment, the cause is resolved when Eponymos receives cleared funds for all overdue amounts and the reactivation fee under clause 4.6. The Customer is not entitled to any refund, credit or compensation for a suspension under clause 13.1 or for the reactivation period, and neither counts against the availability target in Schedule 2.

4. Termination

14.1 Either party may terminate this Agreement by written notice if the other party: (a) commits a material breach that is not remedied within 30 days after written notice requiring it to be remedied; or (b) becomes insolvent, has a receiver, administrator or liquidator appointed, or enters into an arrangement with its creditors, to the extent termination is permitted by law.

14.2 Eponymos may also terminate this Agreement immediately by written notice if: (a) any amount remains unpaid 30 days after its due date; (b) the Customer breaches clause 6.2; (c) the Customer commits a breach that cannot be remedied or repeats a breach after being notified of it; or (d) continuing to provide the Services would breach applicable law, including sanctions or export control laws.

14.3 Eponymos may terminate this Agreement for convenience by giving the Customer at least 90 days’ written notice, in which case Eponymos will refund prepaid Fees for the period after termination.

14.4 If the Customer terminates under clause 14.1, Eponymos will refund prepaid Fees for the period after termination. Otherwise, termination does not entitle the Customer to a refund, and all Fees accrued before termination remain payable.

14.5 On expiry or termination: (a) the licence in clause 2 ends; (b) provided all undisputed Fees have been paid, Eponymos will make Customer Content available for export in a standard format for 30 days; (c) after that period Eponymos may delete Customer Content and will do so within 90 days, except for backups deleted in the ordinary course or data it must retain by law; and (d) on written request, Eponymos will confirm deletion.

14.6 Clauses 4, 7.4, 8, 9, 10, 11, 12, 14, 16 and 18, and any other clause which by its nature is intended to survive, survive expiry or termination.

15. Force majeure

15.1 A party is not liable for failure or delay in performing an obligation (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, pandemic, war, terrorism, civil unrest, government action, industrial action not involving that party’s own personnel, failure or degradation of internet, cloud hosting or other Third-Party Services, and cyber attack (a Force Majeure Event).

15.2 The affected party must promptly notify the other party with reasonable details and use reasonable endeavours to minimise the effect. If a Force Majeure Event prevents performance of a material obligation for more than 30 consecutive days, either party may terminate this Agreement by notice, and Eponymos will refund prepaid Fees for the period after termination.

16. Dispute resolution

16.1 A party must not start court proceedings about a dispute arising out of this Agreement (other than for urgent interlocutory relief) unless it has first given the other party written notice of the dispute and: (a) senior representatives of each party have met and attempted in good faith to resolve it within 14 days of the notice; and (b) if the dispute remains unresolved, it has been referred to mediation under the Mediation Rules of the International Chamber of Commerce (or other rules agreed by the parties), each party bearing its own costs and the parties sharing the mediator’s fees equally, and 30 days have passed since the referral.

17. Regulated communications

17.1 Unless separately agreed in writing, the Services are not a regulated disclosure, market announcement, continuous disclosure or primary information service. The Customer remains solely responsible for complying with any obligation to disclose information to a stock exchange, regulator or the market, and for the timing and sequence of that disclosure relative to publication through the Services.

17.2 The Customer is responsible for obtaining any review or approval required by law or industry codes before publishing content through the Services, including for therapeutic goods, financial products and political communications.

18. General

18.1 Governing law and jurisdiction. This Agreement is governed by the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria and the courts entitled to hear appeals from them.

18.2 Variation. Except as provided in clauses 3.3 and 5, this Agreement may only be varied in writing signed by both parties.

18.3 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver must be in writing and applies only to the specific instance.

18.4 Assignment. The Customer may not assign or novate this Agreement without Eponymos’s prior written consent, which must not be unreasonably withheld. Eponymos may assign or novate this Agreement on notice to a related body corporate or to a successor to all or substantially all of its business or assets relating to the Services, provided the successor agrees to be bound by this Agreement.

18.5 Subcontracting. Eponymos may use subcontractors and sub-processors to provide the Services and remains responsible for their performance.

18.6 Notices. Notices must be in writing and sent by email to the Customer’s contact details in the Order Form and to Eponymos’s contact details in Schedule 2 (in each case as updated by notice). An email notice is taken to be received when it enters the recipient’s information system, unless the sender receives a delivery failure message. A notice received after 5.00 pm or on a day that is not a Business Day is taken to be received on the next Business Day.

18.7 Publicity. Eponymos may identify the Customer as a customer, including by name and logo, in its marketing materials, unless the Customer notifies Eponymos in writing that it objects. Any case study or endorsement requires the Customer’s prior approval.

18.8 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior representations, negotiations and agreements. Any terms in a Customer purchase order or similar document have no effect.

18.9 Severability. If any provision is invalid or unenforceable, it is to be read down to the extent necessary to make it valid, and if that is not possible, it is severed without affecting the remaining provisions.

18.10 Relationship. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

18.11 Electronic execution and counterparts. This Agreement may be executed and accepted electronically, including through Eponymos’s online quote acceptance system, and in any number of counterparts.18.12 Costs. Each party bears its own costs of negotiating and executing this Agreement.

18.13 Sanctions and export controls. Each party must comply with sanctions and export control laws that apply to it. The Customer warrants that neither it nor any Authorised User is a sanctioned person or located in a country subject to comprehensive sanctions, and Eponymos may suspend or terminate the Services if continuing to provide them would breach those laws.

18.14 Non-solicitation. During the Term and for 12 months afterwards, the Customer must not solicit for employment or engagement any Eponymos employee or contractor with whom it dealt in connection with this Agreement, other than through general advertising not targeted at that person.

Schedule 1: Services

The Services include the following, as described in the Documentation and subject to clause 5.  This Schedule is subject to the Terms of Service. Feature names may change as the Platform develops.

Schedule 2: Service levels

This Schedule is subject to the Terms of Service. Service levels are targets and do not create any additional warranty or remedy.

S2.1 Support channels. Email support (support@eponymos.com), and phone support during Business Hours (9.00 am to 5.00 pm local time in the Location of Service on Business Days), plus the help centre and in-product assistant. Eponymos may change support channels and hours under clause 5.

S2.2 Maintenance. Where practicable, Eponymos will give at least 48 hours’ notice of scheduled maintenance likely to cause material downtime and to schedule it outside Business Hours.

S2.3 Service targets. Eponymos will aim to meet the targets in the following table. Availability is measured over each calendar month and excludes scheduled maintenance, emergency maintenance, Force Majeure Events, Third-Party Service outages, beta features, suspension and reactivation periods under clause 13, and issues caused by the Customer or its Authorised Users.

Response times are measured from Eponymos’s receipt of a support request through a channel described in S2.1 and are targets for first response, not resolution.

S2.4 Contacts. Support requests: support@eponymos.com. Sales and renewal enquiries: sales@eponymos.com. Invoicing and accounts enquiries: accounts@eponymos.com. Notices to Eponymos under clause 18.6 must be sent to accounts@eponymos.com, or to any other address Eponymos notifies to the Customer.

Schedule 3: Data processing

This Schedule is subject to the Terms of Service.

S3.1 Nature of processing. Hosting, storage, publication, analysis and transmission of Customer Content to provide the Services.

S3.2 Categories of personal information. Contact and account details of Authorised Users; registration, contact and usage details of journalists and media users; personal information contained in Customer Content, including images of individuals; and, if enabled by the Customer, biometric templates used for facial recognition.

S3.3 Sub-processors. [Hosting provider], [AI model providers], [email delivery provider] and [other providers], as updated by Eponymos from time to time. A current list is available on request.

S3.4 Location. Any location determined by Eponymos under clause 9.6.

S3.5 Retention. For the Term and the export and deletion periods in clause 14.5, or longer where required by law.

S3.6 Customer obligations. The Customer is responsible for collection notices, consents and lawful bases for personal information it uploads or collects through the Services, including biometric information.

Schedule 4: Security

This Schedule describes the security measures Eponymos maintains under clause 9.3. It is subject to the Terms of Service and may be updated under clause 9.3 provided the overall level of protection is not materially reduced.

S4.1 Encryption. Customer Content is encrypted in transit using TLS and at rest using industry standard encryption.

S4.2 Access control. Access to production systems and Customer Content is restricted to authorised Eponymos personnel on a least privilege basis and logged.

S4.3 Backups and resilience. Customer Content is backed up at regular intervals and backups are stored separately from production systems. Eponymos maintains business continuity and disaster recovery arrangements appropriate to the Services.

S4.4 Vulnerability management. Eponymos applies security patches within a reasonable time having regard to severity and undertakes periodic vulnerability assessments of the Platform.

S4.5 Incident management. Eponymos maintains an incident response process and will manage Data Incidents in accordance with clause 9.4.

S4.6 Personnel. Eponymos personnel with access to Customer Content are bound by confidentiality obligations and receive periodic security awareness training.

S4.7 Customer controls. The Customer is responsible for configuring user roles, permissions and credentials within the Platform and for the security of its own systems and networks.

Schedule 5: Payment by credit card

This Schedule applies where the Order Form states that the Customer will pay by credit card. It is subject to the Terms of Service.

S5.1 Authorisation. By providing credit card details, the Customer authorises Eponymos and its payment processor to charge that card for the Fees, applicable taxes and any other amounts payable under this Agreement, in advance, on the Subscription Start Date and on each subsequent billing date in accordance with the billing frequency stated in the Order Form. Eponymos will issue a tax invoice or receipt for each charge.

5.2 Continuing authority. The authorisation in S5.1 is a continuing authority. It remains in force for the Initial Term and each Renewal Term, and charges will continue to be made at each billing date, unless and until this Agreement ends in accordance with its terms.

S5.3 Notice to stop recurring charges. Recurring charges will continue except where the Customer has given Eponymos written notice of non-renewal under clause 3.2 at least 90 days before the next annual billing date (annual subscription) or at least 30 days before the next monthly billing date (monthly subscription). Where notice is not given within that period, the next charge is properly made and the Agreement continues for the further Renewal Term. Amounts charged are not refundable except as provided in the Terms of Service.

S5.4 Card details. The Customer warrants that it is authorised to use the card provided and must keep the card details current. The Customer authorises Eponymos to update card details using account updater services made available by card schemes or its payment processor.

S5.5 Failed payments. If a charge is declined or fails, Eponymos may retry the charge and will notify the Customer. Amounts that remain unpaid are overdue and clauses 4.4 and 13 apply.

S5.6 Fee changes. Any change to the Fees notified under clause 3.3 applies to charges made on and from the first billing date of the Renewal Term to which the notice relates.

S5.7 Processing and security. Card details are collected, stored and processed by Eponymos’s third-party payment processor. Eponymos does not store full card numbers on its own systems.

S5.8 Billing disputes. The Customer must raise any billing dispute with Eponymos at accounts@eponymos.com within 30 days of the charge and before initiating a chargeback with its card issuer. A chargeback for an amount properly charged under this Agreement is a failure to pay for the purposes of clauses 4.4 and 13, and the chargeback fee under clause 4.6 applies.