These Terms of Service ("Terms") form a binding agreement between RegulatoryBridge Global Ltd. (77 Lower Camden Street, Saint Kevin's, D02 XE80 Dublin 2, Ireland; company number Pending - see CRO filing) ("RegulatoryBridge", "we", "us") and the entity or person that signs an Order Form, clicks to accept, or otherwise uses the Services ("Customer", "you"). By using the Services you confirm that you have authority to bind the Customer entity and that you accept these Terms together with the documents incorporated by reference (Privacy Policy, Data Processing Agreement, Acceptable Use Policy, and any applicable Order Form).

• Affiliate — an entity controlling, controlled by, or under common control with a party.
• Customer Content — data, files, or information uploaded by Customer or generated by use of the Services.
• DPA — the Data Processing Agreement between the parties.
• Documentation — user guides, technical specifications, and policies published at regulatorybridge.com.
• Order Form — an ordering document referencing these Terms.
• Services — the regulatory representation, advisory, and software services described in Section 3 and identified on the Order Form.
• Subscription Term — the period stated on the Order Form.

RegulatoryBridge provides regulatory compliance representation, outsourced Data Protection Officer services, Article 27 EU and UK Representative services, regulator liaison, breach response, compliance assessment tools, and associated software ("Services"). The specific Services, jurisdictions, response SLAs, and pricing are set out on the applicable Order Form or selected plan.

Important — not a substitute for legal counsel. Unless expressly stated in an Order Form executed by an admitted attorney in your jurisdiction, the Services do not constitute the practice of law, do not create an attorney–client relationship, and are not a substitute for advice from your own counsel. Where the Services include opinion or guidance, that guidance is professional advisory and not legal advice.

You are responsible for the actions of users who access the Services using your credentials. You will keep credentials confidential, enable multi-factor authentication for all administrative users, and notify us promptly of any suspected unauthorised access.

You will pay the fees set out on your Order Form. Unless stated otherwise, invoices are due net 30 days from the invoice date in the currency specified. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for VAT, GST, sales, use, or similar taxes other than those based on our net income. Where withholding taxes apply, you will gross up the payment so that we receive the contracted amount.

We may offer trials, demos, or free assessment tools. These are provided "as-is" without warranty and without the SLAs or indemnities applicable to paid Services. Trials end automatically at the stated expiry and do not auto-convert to a paid plan unless you expressly accept an Order Form.

You will not, and will not permit any user to:

• Use the Services in violation of applicable law (including export controls and sanctions);
• Reverse-engineer, decompile, or attempt to derive source code, except to the extent expressly permitted by mandatory law;
• Resell, sublicense, or provide the Services to third parties except as expressly permitted;
• Upload or transmit malware, attempt to interfere with service operation, or scrape the Services;
• Use the Services to provide regulatory representation to third parties (this is a competing-service restriction).

As between the parties, Customer owns all Customer Content. Customer grants RegulatoryBridge a worldwide, non-exclusive, royalty-free licence to host, process, transmit, and display Customer Content solely to provide and improve the Services and to comply with law. We may use anonymised and aggregated data derived from use of the Services for analytics, benchmarking, and product improvement, provided such data does not identify Customer, any individual, or Customer Content.

To the extent we process personal data on Customer's behalf in connection with the Services, the parties' Data Processing Agreement applies. The DPA includes EU Standard Contractual Clauses (Module 2 or 3 as applicable), the UK Addendum, and country-specific addenda for India (DPDPA), Brazil (LGPD), Singapore (PDPA), Japan (APPI), and other operating jurisdictions. To request the latest DPA email dpa@regulatorybridge.com.

Each party will protect the other's Confidential Information using the same care it uses for its own (at least reasonable care) and will use Confidential Information only to perform under this agreement. Confidential Information does not include information that is publicly available, was independently developed, or was rightfully received from a third party without obligation. Disclosure compelled by law is permitted on prompt written notice and only to the extent required.

RegulatoryBridge retains all right, title, and interest in and to the Services, Documentation, our branding, and any improvements (including those derived from Customer feedback). Customer retains all rights in Customer Content. No implied licences are granted.

Service availability and response-time commitments, where applicable, are set out in the SLA referenced on your Order Form. Service credits are the sole and exclusive remedy for failure to meet the SLA, subject to the Limitation of Liability below.

Except as expressly stated in these Terms, the Services and Documentation are provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, RegulatoryBridge disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment.

We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services will satisfy your specific compliance obligations under any particular law. Customer remains responsible for assessing its own compliance and for retaining qualified counsel where appropriate.

Cap. Except for the Excluded Claims defined below, each party's total aggregate liability arising out of or related to this agreement will not exceed the fees paid or payable by Customer to RegulatoryBridge in the twelve (12) months preceding the event giving rise to the claim.

Excluded damages. Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost revenue, lost goodwill, or lost data, even if advised of the possibility of such damages.

Excluded claims. The caps above do not apply to: (a) Customer's payment obligations; (b) either party's breach of confidentiality (other than relating to Customer Content); (c) either party's indemnification obligations; (d) gross negligence, wilful misconduct, or fraud; or (e) any liability that cannot be excluded or limited by applicable law.

By RegulatoryBridge. We will defend Customer against third-party claims that the Services, as provided to Customer and used in accordance with these Terms, infringe such third party's intellectual property rights, and will pay damages finally awarded or settlement amounts approved by us.

By Customer. Customer will defend RegulatoryBridge against third-party claims arising from: (a) Customer Content; (b) Customer's breach of these Terms; (c) Customer's violation of applicable law; or (d) misuse of the Services by Customer or its users.

Process. The indemnified party will give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation at the indemnifying party's expense. No settlement may impose obligations on the indemnified party without consent.

These Terms apply for the Subscription Term and will auto-renew for successive one-year periods unless either party gives 60 days' written notice of non-renewal before the end of the then-current term. Either party may terminate for material breach not cured within 30 days of written notice. Either party may terminate immediately on the other's insolvency, bankruptcy, or similar event. On termination: Customer's access ends, unpaid fees become immediately due, each party returns or destroys the other's Confidential Information, and provisions intended to survive (including Sections 8, 10, 11, 13, 14, 15, 16, 19, 20) survive.

We may suspend access immediately if Customer's use poses a material security, legal, or operational risk to RegulatoryBridge or any third party, or for non-payment after 10 days' notice. We will restore access promptly once the basis for suspension is cured.

Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failure, or unavailability of third-party services. Payment obligations are not excused by force majeure.

Neither party may assign these Terms without the other's prior written consent, except to an Affiliate or to a successor in a merger, acquisition, or sale of substantially all assets. Any other purported assignment is void.

These Terms are governed by the laws of Ireland, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Dublin, Ireland for any dispute arising from or related to this agreement, subject to either party's right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Class action waiver. Each party agrees that any proceeding will be brought solely in the bringing party's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, to the extent permitted by law.

Legal notices to RegulatoryBridge must be sent to legal@regulatorybridge.com with a copy by certified mail to the registered office address listed in our Imprint. Notices to Customer will be sent to the email of record on Customer's account.

We may modify these Terms by posting an updated version with a new "Last updated" date. Material changes will be announced at least 30 days before they take effect (or sooner if required by law). Continued use after the effective date constitutes acceptance. If Customer does not accept the changes, Customer may terminate for convenience within 30 days of the change becoming effective and receive a pro-rata refund of pre-paid unused fees.

Entire agreement. These Terms, the Order Form, DPA, and any document expressly incorporated by reference constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the same subject matter. Order of precedence: (1) executed Order Form, (2) DPA, (3) these Terms, (4) Documentation.

No waiver. No waiver is effective unless in writing. Severability. If a provision is found unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect. Independent contractors. The parties are independent contractors; nothing creates a partnership, joint venture, or agency. No third-party beneficiaries. Except for indemnified parties, these Terms create no third-party beneficiary rights. Counterparts & e-signatures. This agreement may be executed in counterparts and via electronic signature.

Commercial: sales@regulatorybridge.com
Legal: legal@regulatorybridge.com
Support: support@regulatorybridge.com