SYSTEMS & SCALE MEMBERSHIP TERMS & CONDITIONS

Effective Date: 16th March 2026

Version: 1.0

These Terms and Conditions ("Terms") govern your access to and use of the Systems & Scale Ltd ("Systems & Scale", "we", "us", or "our") Platform and Services. By subscribing to or accessing the Platform, you agree to be legally bound by these Terms, our Privacy Policy, and the Data Processing Agreement (if applicable).

If you do not agree to these Terms, you must not access or use the Platform.

1. DEFINITIONS AND INTERPRETATION

1.1 "Account Holder" means the individual or business that registers for a Systems & Scale membership account.

1.2 "Agreement" means these Terms, together with the Privacy Policy and any Data Processing Agreement.

1.3 "Membership" means access to the Systems & Scale platform, training, community, and related services provided by Systems & Scale Ltd.

1.4 "Platform" means the CRM software and associated tools provided by Systems & Scale Ltd, built on Go High Level technology.

1.5 "Services" means access to the Platform, support services, training content, live calls, and other deliverables provided by Systems & Scale Ltd.

1.6 "Team Member" means an additional authorised user account under the control of an Account Holder.

1.7 "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or reasonably understood as confidential.

1.8 "Data Protection Laws" means all applicable legislation relating to the protection of personal data, including the UK GDPR and the Data Protection Act 2018.

1.9 References to "writing" or "written" include email.

2. MEMBERSHIP TIER AND SERVICE DESCRIPTION

2.1 Systems & Scale offers one membership tier:

Membership Tier:

• CRM platform access

• Monthly email credit allowance: $10 USD (equivalent to approximately 7,145 emails per calendar month)

• Unlimited Team Members

• Access to training library and video tutorials

• Optional weekly live training calls with recordings available

• Community member access

• Email support with 2 business day response time

• Integration with Go High Level and third-party services

2.2 The Platform includes functionality allowing integration with third-party services (e.g., WhatsApp, Facebook, Instagram, Zapier) for centralised communications management.

2.3 Systems & Scale shall have no responsibility for the acts, omissions, service levels, or data practices of third-party services integrated into the Platform, including Go High Level.

2.4 During the 7-day free trial period, full access to the Platform is provided except for domain connection and setup. Trial access may be cancelled at any time without penalty.

3. MEMBERSHIP FEES AND BILLING

3.1 Subscription Fees

Account Holders agree to pay all applicable subscription fees ("Fees") as displayed at the time of account registration and as updated from time to time in accordance with these Terms.

3.2 Pricing Options

Membership Fees are payable:

• Monthly at £97.00 GBP per calendar month (billed in advance); or

• Annually at £970.00 GBP per 12-month period (billed in advance).

3.3 Trial Period

A 7-day free trial is available to new members. No payment information is required to start the trial. Trial members have full access to the Platform except for domain connections. The trial may be cancelled at any time before the 7 days end with no charge. At the end of the trial period, you will be required to enter payment information and agree to these Terms to continue access.

3.4 Automatic Renewal

Subscriptions will automatically renew at the end of each billing cycle (monthly or annually, as selected) unless and until terminated in accordance with Clause 10. By subscribing, you consent to automatic recurring charges to your payment method.

3.5 Payment Terms

The first payment is due immediately upon completion of the 7-day trial period or account registration. Recurring payments shall be automatically charged to the Account Holder's nominated payment method on each renewal date.

3.6 Changes to Fees

Systems & Scale Ltd reserves the right to amend Fees by providing no less than thirty (30) days' prior written notice to Account Holders. Continued use of the Platform after the effective date of any Fee changes shall constitute acceptance of the new Fees.

3.7 Taxes

All Fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Account Holder in addition.

3.8 Late Payment and Suspension

If payment is not received by the due date:

• After 5 days of failed payment, Systems & Scale Ltd may immediately suspend access to the Platform;

• Suspension continues until payment is received and processed;

• Late payment may result in suspension of service without further notice;

• The Account Holder remains liable for all charges during any suspension period.

3.9 Chargebacks

Account Holders agree not to initiate any chargeback with their credit card provider or bank without first contacting Systems & Scale Ltd to resolve any issues. Chargebacks initiated without prior contact constitute a material breach and entitle Systems & Scale Ltd to immediately suspend or terminate access to the Platform.

4. EMAIL CREDITS AND OVERAGE

4.1 Included Email Allowance

Each membership includes a monthly email credit allowance of $10 USD, which provides approximately 7,145 emails per calendar month. This credit does not carry over to subsequent months and expires at the end of each calendar month.

4.2 Email Sending Restrictions

Once the monthly email allowance is depleted, the Platform will block further outgoing emails and campaigns. The system will generate "insufficient funds" messages in the conversation logs and workflow execution logs.

4.3 Additional Email Credits

If you require additional emails beyond your monthly allowance, you can:

• Top up your wallet by attaching or using a payment card in your Settings > Billing area;

• Additional credit pricing will be notified to you at the point of purchase;

• Additional credits purchased are non-refundable and non-transferable;

• Additional credits do not rollover to future months.

4.4 Workflow and Campaign Failures

If your email allowance is depleted during an active workflow or campaign:

• Scheduled emails will fail to send;

• The system will not automatically re-send failed emails once you add funds;

• You must manually re-send failed campaigns after topping up your wallet;

• Systems & Scale Ltd shall not be liable for any lost or failed communications.

5. SUPPORT SERVICES AND TEAM MEMBERS

5.1 Support Availability

Systems & Scale Ltd provides email-based support to Account Holders. Support requests will generally receive a response within two (2) business days (Monday to Friday, excluding UK public holidays).

5.2 Discretion to Limit Support

Systems & Scale Ltd reserves the right to withdraw or suspend support services to any Account Holder exhibiting abusive, disrespectful, or unreasonable behaviour towards support staff.

5.3 Live Training Calls

Systems & Scale Ltd provides optional weekly live training calls. Attendance is optional. Recordings of all live calls are made available to members and can be accessed at any time through the Platform.

5.4 Team Members

Account Holders may add unlimited Team Members under their account at no additional charge.

5.5 Team Member Responsibilities

The Account Holder shall be fully responsible for:

• All actions and omissions of their Team Members;

• Ensuring that Team Members comply with these Terms and applicable Data Protection Laws;

• Ensuring Team Members maintain confidentiality and security of data;

• Obtaining consent from Team Members to add them to the account.

5.6 Data Sharing Risks

Where screen-sharing or video calls are used during support sessions, Account Holders acknowledge that sharing confidential information is at their own risk. Systems & Scale Ltd shall not be liable for any loss, misuse, or disclosure of information shared during support calls or screen-sharing sessions.

6. DATA PROTECTION AND OWNERSHIP

6.1 Compliance with Data Protection Laws

Each party shall comply with its obligations under Data Protection Laws in relation to all personal data processed in connection with the Services.

6.2 Account Holder as Data Controller

The Account Holder retains control of all personal data uploaded to or processed through the Platform. Systems & Scale Ltd acts as a data processor on behalf of the Account Holder. Where applicable, a Data Processing Agreement governs this relationship.

6.3 Account Holder Obligations

The Account Holder warrants that:

• It has obtained all necessary consents and legal bases to process personal data via the Platform;

• It will not upload or transmit any personal data without appropriate authorisation;

• It will not use the Platform in any manner that infringes Data Protection Laws;

• It is responsible for GDPR compliance and the lawful processing of any personal data of its customers, clients, or contacts.

6.4 Data Breach Notification

Systems & Scale Ltd shall notify the Account Holder without undue delay upon becoming aware of any personal data breach affecting Account Holder data.

6.5 International Data Transfers

Go High Level (our platform provider) is a US-based company. Personal data may be transferred to the US and processed there. By using the Platform, you acknowledge and accept this international transfer. Go High Level complies with the UK-US Data Privacy Framework and implements appropriate safeguards.

6.6 Data Ownership

All data, contacts, workflows, and content created or uploaded by the Account Holder ("Account Holder Content") remain the sole property of the Account Holder.

6.7 Data Export

Account Holders may export their data at any time. Systems & Scale Ltd shall provide reasonable assistance with data export requests upon written request to [email protected].

6.8 Data Retention After Cancellation

Upon termination of the Agreement:

• Account Holder Content may be retained by Systems & Scale Ltd for a reasonable period to ensure data recovery and backup;

• The Account Holder may request deletion of their data at any time;

• Systems & Scale Ltd may retain data as required by law, for fraud prevention, or for dispute resolution.

6.9 Security Measures

Systems & Scale Ltd implements appropriate technical and organisational security measures to protect data against unauthorised access, alteration, disclosure, or loss. However, no system is 100% secure, and we cannot guarantee absolute security of your data.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Platform Ownership

All intellectual property rights in the Platform, including source code, databases, designs, templates, training content, documentation, and software, are owned by or licensed to Systems & Scale Ltd.

7.2 License to Use Platform

Subject to your compliance with these Terms and payment of all applicable Fees, Systems & Scale Ltd grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for your internal business operations during the term of the Agreement.

7.3 Restrictions

You shall not:

• Copy, modify, distribute, sell, lease, or create derivative works of the Platform;

• Reverse engineer, decompile, or disassemble the Platform except as permitted by law;

• Remove or alter any copyright, trademark, or proprietary notices;

• Circumvent any technical protection measures;

• Use the Platform to provide competing services.

7.4 Ownership of Your Content

Content created, uploaded, or processed by you through the Platform ("Your Content") remains your exclusive property. You retain all rights to Your Content. You grant Systems & Scale Ltd a worldwide, non-exclusive, royalty-free license to access, store, reproduce, and use Your Content solely for the purpose of providing the Services to you.

7.5 Use of Your Content for Case Studies

Systems & Scale Ltd may request permission to use anonymised or de-identified versions of Your Content for marketing, case studies, or testimonials. Any such use requires your explicit written consent and will not identify you or your business without permission.

7.6 Ownership Post-Termination

Upon termination of this Agreement, you retain full ownership of Your Content. You may export Your Content at any time. Systems & Scale Ltd may retain copies for legal compliance and backup purposes only.

8. THIRD-PARTY SERVICES AND INTEGRATIONS

8.1 Third-Party Integrations

The Platform may enable you to access and integrate with third-party products, applications, or services ("Third-Party Services"), including Go High Level, WhatsApp, Facebook, Instagram, Zapier, and others.

8.2 Disclaimer of Responsibility for Third-Party Services

Systems & Scale Ltd provides access to Third-Party Services solely for your convenience. The Company does not endorse, is not responsible for, and disclaims all liability arising from:

• The use, failure, or performance of any Third-Party Service;

• Data practices, security, or privacy policies of third-party providers;

• Service interruptions, downtime, or modifications by third parties;

• Any loss, damage, or costs resulting from third-party service failures.

8.3 Go High Level Disclaimer

Go High Level is a separate platform provider. Systems & Scale Ltd:

• Does not control Go High Level's infrastructure, features, or updates;

• Is not responsible for Go High Level's service availability, uptime, or changes;

• Cannot guarantee Go High Level's compliance with your specific requirements;

• Disclaim liability for any issues arising from Go High Level's performance or changes to their service.

Use of Go High Level is subject to their separate terms, privacy policy, and agreements.

8.4 Third-Party Terms and Fees

Use of any Third-Party Service is subject to the separate terms and conditions, privacy policies, and fees imposed by the applicable third-party provider. You are responsible for reviewing and complying with such terms.

8.5 Changes and Disruptions

Third-Party Services may be modified, suspended, discontinued, or have pricing changes at any time without notice to Systems & Scale Ltd. Systems & Scale Ltd shall not be liable for any loss resulting from such actions by third parties.

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability

Subject to Clause 9.3, Systems & Scale Ltd's total aggregate liability arising under or in connection with this Agreement shall be limited to the total Subscription Fees paid by you in the three (3) months immediately preceding the event giving rise to the claim, or £291.00 (three months of membership), whichever is greater.

9.2 Excluded Losses

Subject to Clause 9.3, Systems & Scale Ltd shall not be liable to you for any:

• Loss of profits or revenue;

• Loss of sales or business opportunity;

• Loss of customers or contracts;

• Loss of anticipated savings;

• Loss of goodwill or reputation;

• Loss, corruption, or damage to data or information;

• Business interruption or downtime;

• Special, indirect, incidental, or consequential loss;

in each case, whether arising from breach of contract, negligence, breach of statutory duty, or otherwise.

9.3 Unlimited Liability

Nothing in these Terms shall limit or exclude Systems & Scale Ltd's liability for:

• Death or personal injury caused by our negligence;

• Fraud or fraudulent misrepresentation;

• Any liability that cannot lawfully be excluded or limited under UK law.

9.4 Mitigation

You shall take all reasonable steps to mitigate any loss or damage arising from any breach of the Agreement.

10. TERMINATION AND CANCELLATION

10.1 Cancellation by Account Holder

You may cancel your membership at any time by sending written notice to [email protected]. Your cancellation will take effect 30 days from the date we receive your notice. You will retain access to the Platform for the full 30-day notice period.

If you are on a monthly subscription, your final payment will be charged for the full 30-day notice period.

If you are on an annual subscription, cancellation is permitted but no refund will be issued for the unused portion of the year. Your access will end 30 days from cancellation notice.

10.2 Cancellation by Systems & Scale Ltd

Systems & Scale Ltd may terminate your membership immediately upon written notice if:

• You materially breach any term of the Agreement and fail to remedy the breach within ten (10) days of written notice;

• You fail to pay any amounts due and this failure continues for five (5) days after payment is due;

• You become insolvent, cease trading, enter liquidation, or similar events;

• Your use of the Platform violates applicable laws or harms the Platform or other users;

• You engage in abusive, threatening, or harassing behaviour.

10.3 Consequences of Termination

Upon termination for any reason:

• Your access to the Platform ceases immediately (or at the end of the 30-day notice period if you initiated termination);

• All outstanding Fees become immediately payable;

• All licences granted under the Agreement terminate;

• Your right to use the Platform ends;

• You may export Your Content at any time; and

• Systems & Scale Ltd may retain copies of Your Content for backup and legal compliance purposes.

10.4 No Refunds

All Subscription Fees are non-refundable except as required by law or at the sole discretion of Systems & Scale Ltd. Specifically:

• No refunds are issued for early termination;

• No refunds are issued for non-use or underuse of the Platform;

• No refunds are issued for partial months;

• No refunds are issued for unused email credits or monthly allowances.

Systems & Scale Ltd may, at its sole discretion, provide a refund or credit in exceptional circumstances, such as:

• If Systems & Scale Ltd is unable to deliver the Services for an extended period;

• If there is a material technical failure affecting the core functionality of the Platform;

• At the sole discretion of Systems & Scale Ltd in response to a specific request.

10.5 Cancellation and Reactivation

Once your membership is cancelled, you may rejoin by subscribing to a new membership. Previous data may not be retrievable. There is no automatic preservation of your account data after cancellation beyond our standard backup retention period.

10.6 Survival

Any provision of the Agreement which expressly or by implication is intended to survive termination shall continue in full force and effect, including Clauses 6 (Data Protection), 7 (Intellectual Property Rights), 9 (Limitation of Liability), and 11 (Governing Law).

11. GOVERNING LAW AND JURISDICTION

11.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

11.2 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

12. CONFIDENTIALITY

12.1 Confidential Information

Each party agrees to keep confidential all Confidential Information disclosed by the other party and shall not disclose such information to any third party without prior written consent, except as permitted under these Terms.

12.2 Permitted Disclosure

You may disclose Confidential Information to your employees, advisers, or contractors who need to know for purposes of this Agreement, provided they comply with confidentiality obligations.

12.3 Exclusions

Confidential Information does not include information that:

• Is publicly available (not through breach);

• Was lawfully in your possession before disclosure;

• Was independently developed without reference to the Confidential Information;

• Is required to be disclosed by law.

12.4 Duration

Confidentiality obligations continue for five (5) years following termination of the Agreement.

13. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, including the Privacy Policy and Data Processing Agreement (where applicable), constitutes the entire agreement between you and Systems & Scale Ltd regarding your membership and supersedes all prior agreements or understandings.

13.2 Amendments

Systems & Scale Ltd may amend these Terms at any time. Material amendments will be communicated to you via email or prominent notice on the Platform at least thirty (30) days before they take effect. Continued use of the Platform after amendments take effect constitutes acceptance of the amended Terms.

13.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

13.4 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by both parties. Failure to enforce any right does not constitute a waiver of that right.

13.5 Assignment

You may not assign or transfer your rights under this Agreement without Systems & Scale Ltd's prior written consent. Systems & Scale Ltd may assign its rights and obligations to a successor entity.

13.6 Notices

All notices under this Agreement shall be in writing and delivered by:

• Email to [email protected] (for Systems & Scale Ltd);

• Email to the address registered with your account (for you).

14. CONTACT US

For questions about these Terms, to request support, or to cancel your membership, please contact:

Systems & Scale Ltd

4 Curteys

Old Harlow

Essex, CM17 0JG

United Kingdom

Email: [email protected]

Response time: Within 2 business days

15. DATA PROCESSING AGREEMENT

15.1 Applicability

Where you use the Platform to process personal data belonging to your customers, clients, or contacts, a Data Processing Agreement may apply. If you process personal data through the Platform, you acknowledge that:

• You are the Data Controller;

• Systems & Scale Ltd is the Data Processor;

• You are responsible for obtaining valid consent and legal basis for processing personal data;

• You are responsible for GDPR compliance and data subject rights.

15.2 DPA Availability

A standard Data Processing Agreement is available upon request. Please contact [email protected] to request a copy for signature.

LAST UPDATED: 16th March 2026

By subscribing to Systems & Scale membership, you confirm you have read, understood, and agree to be bound by these Terms and Conditions.

Thank you for being part of Systems & Scale.

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