1. Agreement to Terms

These Platform Terms of Service ("Platform Terms") constitute a legally binding agreement between MSK Guestbook Ltd (a company registered in England and Wales under number [COMPANY NUMBER], with registered office at [ADDRESS]; "MSK", "we", "us") and the operator entity identified in the subscription order or registration ("Operator", "you").

By registering for, accessing or using the MSK Guestbook platform (including any web portal, mobile application or API; the "Platform"), you confirm that you have authority to bind the Operator and that the Operator agrees to be bound by these Platform Terms, our Privacy Notice, and the Data Processing Agreement.

These Platform Terms apply to B2B subscribers (operators) only. Website visitors are separately governed by our Website Terms of Use.

2. Account Registration

To access the Platform you must register for an account. You agree to:

provide accurate, current and complete information during registration;
maintain the accuracy of that information and update it promptly if it changes;
keep your access credentials secure and not share them with unauthorised persons;
notify MSK immediately at security@mskguestbook.com if you become aware of any unauthorised use of your account.

MSK reserves the right to refuse registration or suspend accounts that do not comply with these requirements or applicable law.

3. Subscriptions and Billing

The Platform is offered on a subscription basis. Fees, billing periods and included modules are set out in the applicable subscription order or as displayed at the time of purchase on our Pricing page.

Payment: Subscription fees are due in advance of each billing period. Payment is collected via our authorised payment processor. You authorise MSK (or its payment processor) to charge your designated payment method on a recurring basis.
Price changes: MSK may change subscription fees on not less than 30 days' written notice. Continued use of the Platform after the effective date constitutes acceptance of the revised fees.
Taxes: Fees are exclusive of VAT and any applicable taxes, which will be added at the prevailing rate.
Onboarding fees: Certain plans include a one-time onboarding fee as stated in the subscription order.
Non-refundable: Except as required by applicable law or as set out in the subscription order, subscription fees are non-refundable.

4. Platform Access and Acceptable Use

Subject to these Platform Terms and payment of the applicable fees, MSK grants the Operator a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the subscription term, solely for the Operator's internal business operations.

The Operator shall not, and shall procure that its authorised users do not:

sublicence, resell, share or otherwise make the Platform available to any third party not authorised under the subscription;
reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform;
use the Platform to transmit malware, spam, unlawful content, or material that infringes any third party's rights;
interfere with or disrupt the integrity or performance of the Platform;
circumvent or attempt to circumvent any access controls or security features;
use the Platform in any way that violates applicable law or regulation.

MSK may suspend Platform access immediately if it reasonably believes a breach of this Clause is occurring, and will notify the Operator as soon as practicable.

5. Intellectual Property

MSK (and its licensors) retains all intellectual property rights in and to the Platform, including all software, designs, trademarks, documentation and other materials. These Platform Terms do not transfer any ownership of intellectual property to the Operator.

The Operator retains ownership of all data it uploads to or generates through the Platform ("Operator Data"). The Operator grants MSK a limited licence to access, host, process and use Operator Data solely to provide the Services and as permitted by the Data Processing Agreement.

Any feedback, suggestions or ideas the Operator provides regarding the Platform may be used by MSK without restriction or compensation.

6. Data & Privacy

The Processing of personal data in connection with the Platform is governed by the Data Processing Agreement, which forms part of these Platform Terms. The Operator, as Data Controller, is responsible for ensuring it has a lawful basis for submitting personal data to the Platform and for its own compliance with applicable data protection law.

MSK's processing of personal data relating to the Operator's representatives and users (in its capacity as an independent controller) is governed by MSK's Privacy Notice.

7. Termination

Either party may terminate these Platform Terms on written notice:

For convenience: by giving not less than 30 days' written notice, effective at the end of the then-current billing period;
For material breach: immediately, if the other party commits a material breach that is incapable of remedy, or that is capable of remedy but remains unremedied 14 days after written notice requiring remedy.

Upon termination, the Operator's access to the Platform will cease and the provisions of Clause 11 of the Data Processing Agreement (Return / Deletion of Data) will apply. Clauses that by their nature should survive termination (including Clauses 5, 8, and 9) shall do so.

8. Limitation of Liability

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Nothing in these Platform Terms limits or excludes MSK's liability for: (a) death or personal injury caused by MSK's negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded by law.

To the fullest extent permitted by applicable law, MSK shall not be liable for any indirect, consequential, incidental, special or punitive damages, or for loss of profits, revenue, data or goodwill, even if advised of the possibility of such damages.

9. Governing Law

These Platform Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, subject to the mandatory application of any applicable law.

MSK may update these Platform Terms and will notify the Operator at least 30 days before material changes take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated terms. For questions, contact hello@mskguestbook.com.