Terms of Service.

These Terms of Service ("Terms") govern your access to and use of the Avyn platform, operated by Bird Labs Ltd, a company registered in England and Wales (Company Number: 16810486), with its registered office at 167-169 Great Portland Street, London, England, W1W 5PF ("Bird Labs", "Provider", "we", "us", "our").

By creating an account, logging in, using the Services, or entering into an Order Form that references these Terms, you ("Customer", "you", "your") agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. These Terms govern your use of the Services as a platform customer, regardless of any other agreement between you and Bird Labs, save for any applicable Order Form or the DPA, which shall prevail over these Terms to the extent expressly provided.

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

1. Definitions

"Authorised Purpose" means the use of the Services for the Customer's internal investment research, deal sourcing, company classification, pipeline management, and related business activities. This excludes any use for commercial resale or redistribution to third parties.

"Authorised Users" means those of the Customer's employees, consultants, contractors, and agents authorised by the Customer to access and use the Services under the rights granted to the Customer pursuant to these Terms.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

"Classification Models" means the machine learning models, algorithms, and associated logic used by the Services to classify, score, and prioritise companies and deal opportunities.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, whether in writing, orally, or by other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

"Customer Content" means all data, materials, or content uploaded, submitted, or provided by the Customer or its Authorised Users in connection with the Services, including but not limited to investment criteria, portfolio information, CRM data, contact lists, email content accessed via integrations, LinkedIn connection data and interaction history, outreach communications, pipeline activity data, internal notes, and documents and files uploaded or ingested through a connected file-storage integration (such as Dropbox), including investment thesis memos, investment committee materials, and research, together with the Customer-specific knowledge base comprising and storing such documents and files. For the avoidance of doubt, Customer Content does not include: (a) usage data or audit logs, which the Provider may monitor independently for its internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support; or (b) any classifications, scores, tier assignments, briefs, memos, recommendations, or other outputs generated by the Services, which are owned by the Provider in accordance with clause 6.1 and licensed to the Customer under clause 6.5.

"Documentation" means the user guides, help articles, technical specifications, and other materials provided by the Provider, in any form or medium, that describe the functionality, use, or operation of the Services.

"Enriched Data" means data sourced, aggregated, inferred, or generated by Bird Labs from third-party data providers and publicly available sources, including company profiles, team data, funding information, growth signals, and classification outputs.

"Order Form" means any order form, pilot agreement, statement of work, or similar ordering document executed by the Provider and the Customer that references these Terms and sets out the specific Services, Subscription or pilot details, term, fees, and payment arrangements applicable to the Customer. Where the Customer and the Provider have entered into an Order Form, the terms of that Order Form shall prevail over these Terms to the extent of any conflict.

"Services" means the Avyn cloud-based software-as-a-service platform, APIs, data pipelines, Classification Models, and all associated services provided by Bird Labs, including access to and use of the Provider's software, hosting, updates, support, and related services. Services exclude any third-party applications, integrations, or services that may interact with or be accessible through the Provider's software unless expressly included.

"Subscription" means the Customer's subscription to access and use the Services, as selected during sign-up or as set out in an applicable Order Form, for the term and at the fees applicable to that subscription.

"UK Business Hours" means 9.00 am to 5.00 pm UK time on a Business Day.

2. The Services

2.1 Avyn is an AI-powered deal sourcing and classification platform designed for venture capital, private equity, and investment firms. The Services provide automated company discovery and enrichment from multiple data sources, machine learning classification of companies against Customer-defined investment criteria, CRM integration and synchronisation, ingestion of Customer-provided documents and files (including via connected file-storage integrations such as Dropbox) into a private, Customer-specific knowledge base, outreach drafting and communication tools, and analytics and pipeline management.

2.2 The Services use third-party artificial intelligence models to process Customer Content for classification, analysis, summarisation, and recommendation purposes. By using the Services, the Customer consents to Customer Content being transmitted to and processed by such AI model providers in accordance with their applicable terms. Bird Labs selects AI providers that offer commercial data processing terms and does not permit third-party providers to use Customer Content for their own model training.

2.3 Except as expressly set out in clause 2.4 (Service Levels and Support), the Services are provided on an "as available" basis. Bird Labs may update, modify, or improve the Services from time to time. We will use reasonable efforts to notify Customers of material changes that affect functionality.

2.4 Service Levels and Support. The Provider will use commercially reasonable efforts to make the Services available at least 99.5% of the time during each calendar month, excluding scheduled maintenance (for which the Provider will give reasonable advance notice) and any downtime caused by factors outside the Provider's reasonable control. The Provider will provide technical support to Authorised Users during UK business hours, with any target response times and any enhanced service levels, support tiers, or service credits as set out in the Documentation or an applicable Order Form. Where service credits are agreed in an Order Form, they are the Customer's sole and exclusive remedy for any failure to meet the applicable availability target.

3. Account Registration

3.1 To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 You must notify Bird Labs immediately of any unauthorised use of your account. Bird Labs is not liable for any loss arising from unauthorised access to your account where such access was not caused by Bird Labs' negligence.

4. Use of Services

4.1 Provision of Services. During the term of your Subscription, the Provider shall provide the Services to the Customer in accordance with these Terms.

4.2 Customer Obligations. The Customer agrees to use the Services solely for the Authorised Purpose; ensure that only Authorised Users use the Services and that Authorised Users comply with these Terms; refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services, except to the extent expressly permitted by law; not observe the functionality of the Services to develop a product or service that is substantially similar to the Services; not use the Services in breach of applicable law, regulations, or the Documentation; refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; not use automated tools to access the Services other than through our provided APIs; not circumvent any usage limits, access controls, or security measures; and not use Enriched Data or any Services outputs for purposes unrelated to the Customer's own investment activities.

Bird Labs reserves the right to suspend or terminate access for any Customer that violates these Terms.

4.3 Customer Cooperation and Dependencies. The Customer shall supply the Provider with all cooperation, access, and information reasonably required for the Provider to provide the Services, and shall ensure that its networks and systems meet any specifications notified by the Provider. The Customer is responsible for procuring and maintaining its own network connections and telecommunications links. Where the Provider's performance of its obligations is prevented or delayed by any act or omission of the Customer or its Authorised Users, the Provider shall not be in breach of these Terms and shall not be liable for any resulting delay or failure to provide the Services.

4.4 Outreach and Inbox Integrations. Where the Customer connects an email, calendar, or messaging integration (such as an email inbox or LinkedIn), or uses the Services to draft, queue, or send outreach communications: (a) communications are sent from and through the Customer's own connected accounts, and the Customer is solely responsible for the content of all communications sent (whether or not drafted or suggested by the Services) and for reviewing and approving them before sending; (b) the Customer is solely responsible for ensuring that its outreach and its processing of contact data comply with all applicable laws, including data protection laws and laws governing electronic communications and direct marketing (such as the Privacy and Electronic Communications Regulations); (c) the Provider does not warrant the delivery, deliverability, or timing of any communication, and is not responsible for any filtering, blocking, throttling, labelling as spam, or suspension or restriction of the Customer's accounts by any third-party email, messaging, or infrastructure provider; and (d) the Customer is responsible for its use of, and compliance with the terms of, any connected third-party integration.

4.5 Document Ingestion and Knowledge Base. The Services allow the Customer to upload, or to connect a file-storage integration (such as Dropbox) to ingest, documents and other materials (including investment thesis memos, investment committee materials, and research) into a private, Customer-specific knowledge base. All such documents, materials, and the resulting knowledge base are Customer Content. The Customer is solely responsible for ensuring that it owns or has all necessary rights, licences, and consents to upload, ingest, and process such materials through the Services, and that doing so does not infringe any third party's intellectual property, confidentiality, or other rights. The Customer's knowledge base and its contents are maintained for the Customer's own use in connection with the Authorised Purpose and are not made available to other customers, save that the Provider may use Customer Content as permitted under clause 6.4.

5. Subscription, Fees, and Payment

5.1 Subscription Plans. Access to the Services requires a paid Subscription, save where a free trial or pilot is agreed in an Order Form. Current pricing and plan details are available on our website, as communicated to you during the sign-up process, or as set out in an applicable Order Form.

5.2 Payment. Unless otherwise agreed in an Order Form, all fees are charged monthly in advance via Stripe, and by subscribing you authorise Bird Labs to charge your designated payment method on a recurring monthly basis until you cancel. Where an Order Form provides for payment by invoice, the Customer shall pay each undisputed invoice within 30 days of the invoice date.

5.3 Taxes. All fees and charges under these Terms are exclusive of value added tax (VAT) and any other applicable taxes, levies, duties, or similar governmental charges. Where VAT or any such other tax is chargeable in respect of any supply made under these Terms, the Customer shall pay that VAT or other tax in addition to the fees, at the rate and in the manner prescribed by law and, in the case of VAT, on receipt of a valid VAT invoice.

5.4 Non-Refundable Fees. All fees are non-cancellable and non-refundable, except in the event of early termination by the Customer due to a material breach by the Provider.

5.5 Cancellation. You may cancel your Subscription at any time and cancellation takes effect at the end of the current billing period, save that where an Order Form specifies a fixed term, the Subscription shall run for that term and shall not renew automatically unless the Order Form expressly states otherwise.

5.6 Changes to Pricing. Bird Labs may change Subscription fees with at least 30 days' written notice, provided that any such change takes effect only on and from the commencement of a renewal term and shall not increase the fees payable during the then-current Subscription or Order Form term.

5.7 Late Payment. If any undisputed amount is not paid by its due date, the Provider may, on not less than 5 Business Days' written notice and without liability to the Customer, suspend the Customer's access to all or part of the Services until payment is made in full, and interest shall accrue on the overdue amount at 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment, whether before or after judgment.

6. Intellectual Property Rights

6.1 Ownership of Services and Documentation. The Provider or its third-party licensors own all intellectual property rights in and to the Services and Documentation, including the source code, architecture, infrastructure, Classification Models, machine learning pipelines, algorithms, Enriched Data, and all other outputs generated by the Services, the user interface, and all improvements, modifications, and derivative works.

6.2 Customer Content. The Customer retains all right, title, and interest in and to their Customer Content. Bird Labs claims no ownership over Customer Content.

6.3 Feedback. The Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from the Customer's requests, suggestions, or ideas will vest in the Provider.

6.4 Use of Customer Content and Model Training. The Customer grants the Provider the right to use Customer Content as necessary to provide the Services, and grants an irrevocable, perpetual, worldwide, royalty-free licence to anonymise and aggregate Customer Content (including usage data, interaction patterns, communication metadata, email engagement patterns, connection data, outreach outcomes, and classification feedback) with data from other sources, provided no individual Customer or person can be identified. The Provider may use such anonymised and aggregated data for any lawful business purpose, including improving and training the Services and Classification Models.

6.5 Licence to Customer. Subject to the Customer's compliance with these Terms and payment of all applicable fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of the Subscription to access and use the Services, Enriched Data, and the outputs generated by the Services (including classifications, scores, briefs, memos, and recommendations) solely for the Authorised Purpose. All rights not expressly granted under these Terms are reserved to the Provider and its licensors.

6.6 Provider Indemnity. The Provider shall indemnify the Customer against any third-party claim that the Customer's use of the Services in accordance with these Terms infringes that third party's intellectual property rights, and shall indemnify the Customer against damages and reasonable costs finally awarded or agreed in settlement, provided that the Customer promptly notifies the Provider of the claim, gives the Provider sole control of the defence and settlement, and provides reasonable cooperation. This indemnity does not apply to claims arising from Customer Content, the Customer's breach of these Terms, use of the Services in combination with items not supplied by the Provider, or any modification of the Services not made by the Provider. If the Services become, or in the Provider's opinion are likely to become, subject to such a claim, the Provider may at its option procure the right for the Customer to continue using the Services, modify or replace the Services so they are non-infringing, or terminate the affected Services and refund any prepaid fees for the unused period. This clause states the Customer's sole and exclusive remedy, and the Provider's entire liability, for intellectual property infringement, and the Provider's liability under it is subject to the cap in clause 10.1.

6.7 Customer Indemnity. The Customer shall indemnify the Provider against all losses, damages, liabilities, and reasonable costs (including reasonable legal fees) arising out of or in connection with the Customer Content, the Customer's use of the Services, Enriched Data, or outputs in breach of these Terms or applicable law, the Customer's uploading or ingestion of any documents, files, or other materials into the knowledge base without the rights, licences, or consents required under clause 4.5 or in infringement of any third party's intellectual property, confidentiality, or other rights, and any failure by the Customer to comply with its obligations as a controller under clause 8 or the DPA (including its obligations in respect of Third-Party Data Subjects under Article 14 UK GDPR). The Customer's liability under this clause is not subject to the cap in clause 10.1.

6.8 Reservation of Rights. Nothing in these Terms prevents the Provider from providing the Services or similar services to any other customer, or from independently developing, using, or otherwise exploiting products, services, know-how, or techniques that are similar to or compete with those provided under these Terms, provided that the Provider does not breach its confidentiality obligations in clause 8.3.

7. Customer Content

7.1 Customer Responsibilities. The Customer is responsible for the content, quality, legality, and accuracy of the Customer Content, for obtaining all necessary consents before sharing Customer Content with the Provider, and for notifying the Provider promptly if the Customer becomes aware of any unauthorised access.

7.2 Third-Party Integrations. The Provider may transmit Customer Content to third-party applications and services configured by the Customer to integrate with the Services (such as CRM systems). The Customer accesses and uses any such third-party applications, services, or websites solely at its own risk and subject to the relevant third party's own terms. The Provider makes no representation, warranty, or commitment, and shall have no liability, in respect of any third-party application, service, or website, or any transaction or contract between the Customer and any third party.

7.3 Data Security. The Provider shall maintain appropriate administrative, physical, technical, and organisational safeguards to protect the security, confidentiality, and integrity of Customer Content.

7.4 Backup and Data Loss. The Provider follows its standard back-up procedures for Customer Content. In the event of any loss or corruption of Customer Content, the Customer's sole and exclusive remedy shall be for the Provider to use reasonable commercial endeavours to restore the lost or corrupted Customer Content from its most recent available back-up. The Provider is not responsible for any loss, destruction, or alteration of Customer Content caused by the Customer, its Authorised Users, or any third party (other than a sub-processor engaged by the Provider to perform back-up services).

8. Data Protection, Privacy, Confidentiality and Publicity

8.1 Privacy Policy. Bird Labs' processing of personal data (where Bird Labs acts as a data controller) is governed by our Privacy Policy. By using the Services, you acknowledge and accept the terms of the Privacy Policy.

8.2 GDPR Compliance. Where Bird Labs processes personal data on behalf of the Customer as a data processor, the terms of our Data Processing Addendum ("DPA") shall apply. A copy of the DPA is available to the Customer on request.

8.3 Confidentiality. Each party shall keep confidential the other party's Confidential Information and shall not use it except as necessary to exercise its rights or perform its obligations under these Terms. Each party shall protect the other's Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than a reasonable standard of care, and shall limit access to those of its personnel and advisers who need it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public other than through breach of these Terms, was lawfully known to the recipient before disclosure, is independently developed without reference to the Confidential Information, or is lawfully obtained from a third party without restriction. A party may disclose Confidential Information to the extent required by law, regulation, or court or regulatory order, provided that, where lawful, it gives reasonable prior notice to the other party. These obligations survive termination for a period of five years, save that Confidential Information which constitutes a trade secret shall remain protected for so long as it retains that status.

8.4 Publicity and References. The Customer grants the Provider a non-exclusive, royalty-free licence to use the Customer's name and logo to identify the Customer as a customer of the Provider, and to refer to the Customer as a reference account, in the Provider's marketing and promotional materials (including its website, investor materials, sales presentations, and customer case studies). The Provider shall use the Customer's name and logo in accordance with any reasonable branding guidelines notified by the Customer, and shall cease using them in new materials within a reasonable period following the Customer's written request.

9. Warranties

9.1 Provider Warranties. The Provider warrants that the Services will perform in substantial conformity with the applicable Documentation, that any support services will be provided with reasonable care and skill, and that the Provider will take reasonable steps to keep the Services free from viruses, malware, or other harmful code.

9.2 Disclaimers. To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in these Terms. Without limitation, the Provider does not warrant that the Customer's use of the Services will be uninterrupted or error-free, that the Services or outputs will meet the Customer's requirements, or that the Services, outputs, or Documentation will be free from vulnerabilities. The Provider is not responsible for any delays, delivery failures, or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of such facilities. Except for the availability commitment in clause 2.4, the Services and Documentation are provided on an "as is" and "as available" basis.

9.3 Investment Disclaimer. The Customer acknowledges that all outputs generated by the Services - including classifications, scores, briefs, memos, and recommendations - are probabilistic and for informational purposes only. They do not constitute investment advice or a recommendation to buy, sell, or hold any security. The Customer is solely responsible for its own investment decisions.

9.4 Remedy for Non-Conformity. The warranty in clause 9.1 shall not apply to any non-conformance caused by use of the Services contrary to the Provider's instructions or the Documentation, or by any modification or alteration of the Services by any party other than the Provider or its authorised contractors. If the Services do not conform with clause 9.1, the Provider will, at its own expense, use reasonable commercial endeavours to correct the non-conformance promptly. This constitutes the Customer's sole and exclusive remedy for any breach of clause 9.1.

9.5 AI Outputs, Accuracy and Non-Reliance. The Customer acknowledges that the Services use artificial intelligence and machine learning, and that the outputs, Enriched Data, classifications, scores, briefs, memos, recommendations, and drafted communications generated by the Services are produced by automated means and are probabilistic in nature. Such outputs and Enriched Data may be incomplete, out of date, or inaccurate, may not identify all relevant companies, opportunities, or individuals, and may contain errors or fabricated content (including incorrect names, contact details, facts, or citations). The Provider does not warrant the accuracy, completeness, currency, or fitness for any particular purpose of any output or Enriched Data, and gives no guarantee as to any investment, deal, or business outcome. The Customer is responsible for independently reviewing and verifying all outputs and Enriched Data before relying on or acting on them, shall exercise its own professional judgment, and shall not rely on any output or Enriched Data as the sole basis for any decision.

10. Limitation of Liability

10.1 Liability Cap. Subject to clause 10.3, each party's total aggregate liability arising under or in connection with these Terms shall not exceed the total fees paid or payable by the Customer in the 12-month period immediately preceding the first event giving rise to a claim.

10.2 Exclusion of Indirect Loss. Subject to clause 10.3, neither party will be liable, whether in contract, tort (including negligence), misrepresentation, or otherwise, for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, wasted expenditure, depletion of goodwill, loss or corruption of data or information, or any indirect, special, or consequential loss.

10.3 Exceptions. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. The cap in clause 10.1 and the exclusion in clause 10.2 shall not apply to the Customer's obligation to pay fees when due, or to the Customer's breach of the use restrictions in clause 4.2 or the intellectual property and licence provisions in clause 6.

11. Term and Termination

11.1 Term. These Terms commence when you create an account, or on the effective date of an applicable Order Form, and continue for the duration of your Subscription or, where applicable, the term set out in an Order Form. The Subscription may be provided on an at-will or rolling basis (terminable by cancellation under clause 5.5), for a fixed term or pilot period set out in an Order Form, or as a free trial on the basis set out in an Order Form, and the applicable termination, cancellation, expiry, renewal, and auto-conversion provisions of clause 5.5 and any applicable Order Form apply accordingly.

11.2 Termination for Cause. Without affecting any other right or remedy, either party may terminate these Terms (and any Order Form) with immediate effect by written notice if the other party: (a) commits a material breach of these Terms which is irremediable or, if remediable, is not remedied within 30 days of written notice to do so; (b) fails to pay any undisputed amount due under these Terms within 14 days of written notice that the amount is overdue; or (c) is subject to an Insolvency Event. These rights are in addition to the Customer's cancellation right under clause 5.5 and any termination, expiry, or convenience-termination provisions set out in an applicable Order Form.

11.3 Insolvency. An "Insolvency Event" occurs in relation to a party if it: suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; enters into any arrangement, compromise, or composition with its creditors (other than for a solvent reorganisation); has an administrator, receiver, or administrative receiver appointed over any of its assets; passes a resolution or has an order made for its winding-up (other than for a solvent reorganisation); or is subject to any analogous event or proceeding in any jurisdiction.

11.4 Effect of Termination. On termination or expiry of these Terms: the Customer's licence and right to use the Services, Enriched Data, and outputs cease immediately and the Customer shall stop using them; each party shall, on the other's request, return or destroy the other party's Confidential Information in accordance with clause 8.3 (subject to any legal retention requirement); the Provider will make a data export facility available for 30 days following termination; and any rights, remedies, obligations, or liabilities that have accrued up to the date of termination are not affected.

11.5 Survival. Termination or expiry does not affect any provision which is expressly or by implication intended to continue in force, including clauses 5 (in respect of accrued fees), 6 (including the indemnities in clauses 6.6 and 6.7), 8.3, 9, 10, 11.4, this clause 11.5, and 12.

12. General Provisions

12.1 Governing Law and Disputes. These Terms are governed by the laws of England and Wales. Disputes shall be resolved by negotiation in good faith, failing which they shall be exclusively and finally resolved by the courts of England and Wales.

12.2 Changes to these Terms. Bird Labs may update these Terms from time to time; material changes will be communicated with at least 30 days' notice. Where an Order Form is in place, no change to these Terms shall apply to that Order Form during its term without the Customer's agreement.

12.3 Entire Agreement. These Terms, together with any applicable Order Form, the DPA, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to their subject matter. Each party acknowledges that it has not relied on any statement or representation not expressly set out in these Terms, save that nothing limits liability for fraud.

12.4 Assignment. The Customer may not assign, transfer, charge, or sub-contract any of its rights or obligations under these Terms without the Provider's prior written consent. The Provider may assign or transfer its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.5 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, failure of utilities or telecommunications, or failure of third-party infrastructure or service providers.

12.6 Notices. Notices under these Terms shall be in writing and sent: (a) to Bird Labs, at the contact details set out in these Terms; and (b) to the Customer, at the email address or other contact details associated with the Customer's account or set out in an applicable Order Form; or, in either case, to such other address as a party notifies in writing. Notices sent by email are deemed received on the next Business Day.

12.7 Waiver and Severance. No failure or delay in exercising a right operates as a waiver of it. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.8 Third-Party Rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

12.9 No Partnership or Agency. Nothing in these Terms is intended to, or shall be deemed to, create any partnership, joint venture, or agency relationship between the parties, and neither party has authority to act in the name of or otherwise bind the other.

12.10 Rights and Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

12.11 Variation. Save for changes made by Bird Labs in accordance with clause 12.2, no variation of these Terms or any Order Form shall be effective unless agreed in writing by or on behalf of each party.

13. Contact