Terms & Conditions

Last Updated: April 30, 2025

Acceptance of Terms.

These Terms of Service (the “Agreement”) govern access to and use of the Mailroom.ai cloud platform and any related websites, mobile applications or professional services (collectively, the “Services”). The Agreement is between Working Ventures Limited of 85 Great Portland Street, London W1W 7LT, United Kingdom (“Mailroom.ai,” “we,” “us,” or “our”) and the legal entity that accepts these terms (“Customer,” “you,” or “your”). By (a) executing an order form or online checkout that references these terms, (b) clicking an “Accept” button, or (c) using the Services, Customer agrees to be bound by this Agreement.If Mailroom.ai and Customer have executed a separate written agreement covering the Services, that agreement controls to the extent it conflicts with this Agreement.

Definitions

1.1 - “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent of the voting interests.
‍1.2 - “Customer Data” means data (including text, images, files and metadata) supplied to the Services by Customer or its Users.
‍1.3 - “Documentation” means user guides and other technical materials published by Mailroom.ai describing the Services.
‍1.4 - “Order Form” means an order document or online checkout that sets out the Services, quantities, Fees and subscription Term and references this Agreement.
‍1.5 - “Term” means the subscription period for the Services stated on an Order Form (and any renewal period).
‍1.6 - “User” means an employee, contractor or other individual authorised by Customer to access the Services.

2 - Right to Use the Services

2.1 Licence - Subject to payment of all applicable Fees and compliance with this Agreement, Mailroom.ai grants Customer a non‑exclusive, non‑transferable, worldwide licence during the Term to access and use the Services for Customer’s internal business purposes in accordance with the Documentation and any usage limits on the Order Form.
‍2.2 Evaluation Features & Templates - Any sample agreements, template language or beta features provided in the Services are for information only and provided as is; Customer is solely responsible for ensuring such content meets its legal or operational requirements.
‍2.3 Usage Data - Mailroom.ai may collect and anonymise technical and usage data relating to the performance of the Services. We may use such data to maintain, improve and develop our products and may publish aggregate statistics that do not identify Customer or its Users.
‍2.4 Export Controls - Customer shall not access or use the Services in violation of any applicable export‑control, sanctions or embargo laws of the United Kingdom, European Union, United States or other jurisdictions. Customer represents and warrants that neither it nor any User is located in, incorporated in, or controlled by any country or on any government list where such use is prohibited.

3 - Customer Responsibilities

3.1 Account Security - Customer is responsible for all activities occurring under its User accounts and for keeping usernames, passwords and access codes confidential.
‍3.2 Acceptable Use - Customer shall not (a) resell, sublicense or lease the Services; (b) use the Services to store or transmit unlawful or infringing material; (c) interfere with or disrupt the integrity or performance of the Services; (d) reverse‑engineer the Services; (e) access the Services to build a competing product or service; or (f) exceed any usage limits set out in an Order Form.
‍3.3 Customer Equipment - Customer is responsible for internet access, compatible devices and any third‑party licences needed to connect to the Services.

4 - Ownership; Feedback

4.1 Customer Data - Customer retains all rights in Customer Data. Subject to this Agreement, Customer grants Mailroom.ai a worldwide, royalty‑free licence to host, copy and process Customer Data to provide and improve the Services.
‍4.2 Mailroom.ai Materials - Mailroom.ai and its licensors own all intellectual‑property rights in the Services, the Documentation and any deliverables produced while providing support. No rights are granted by implication.
‍4.3 Feedback - Suggestions or feedback about the Services may be used by Mailroom.ai without restriction or obligation.

5 - Fees & Payment

5.1 Fees - Fees are set out on the applicable Order Form or pricing page. All Fees are stated and payable in pounds sterling (unless agreed otherwise) and are non‑refundable except as expressly provided herein.
‍5.2 Invoicing & Payment - Fees are billed automatically based on the subscription option selected by the Customer—either monthly or annually. By subscribing, Customer authorises Mailroom.ai (or its payment processor) to charge the designated payment method for the applicable Fees on a recurring basis and to update payment information using card-network-approved services.
‍5.3 Late Payment - Overdue amounts may accrue interest at 1.5 % per month (or the maximum legal rate, if lower) and Mailroom.ai may suspend the Services after ten (10) days’ written notice.
‍5.4 Taxes - Fees are exclusive of VAT, sales and other applicable taxes. Customer is responsible for all such taxes except those based on Mailroom.ai’s net income. If any withholding taxes are required by law, Customer shall gross‑up the payment so that Mailroom.ai receives the full amount invoiced.
‍5.5 Usage Overages - If Customer exceeds the quantities or limits purchased, Mailroom.ai will notify the Customer and may invoice the excess usage at the then‑current rates for the remainder of the Term.
‍5.6 Price Changes - Mailroom.ai may increase Fees for any renewal Term by providing at least thirty (30) days’ written notice prior to the renewal date. If Customer does not agree to the increase, Customer may give written notice of non‑renewal before the renewal date.

6 - Support & Service Levels

During the Term, Mailroom.ai will provide standard email support (business days 09:00‑17:00 UK time) and use commercially reasonable efforts to make the cloud Services available at least 99.5 % of the time each calendar month (excluding scheduled maintenance and Force Majeure). Enhanced support may be purchased under a separate agreement.

7 - Warranties

7.1 Authority - Each party represents that it has the legal power to enter into this Agreement.
‍7.2 Service Warranty - Mailroom.ai warrants that, during the Term, the Services will operate materially in accordance with the Documentation. Customer must notify Mailroom.ai of warranty breaches within thirty (30) days. Mailroom.ai’s entire liability (and Customer’s sole remedy) for breach of this warranty is to correct the Services or, if Mailroom.ai cannot do so with reasonable effort, terminate the affected Services and refund any prepaid Fees for the terminated portion of the Term.
‍7.3 Disclaimer - Except as expressly provided, the Services are provided “as is” and Mailroom.ai disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non‑infringement. Mailroom.ai does not warrant that the Services will be uninterrupted or error‑free.

8 - Indemnities

8.1 By Mailroom.ai - Mailroom.ai will defend Customer against any third‑party claim alleging that the unmodified Services, as delivered by Mailroom.ai and used in accordance with this Agreement, directly infringe a valid UK, EU or US (i) patent, (ii) registered trade mark or (iii) registered copyright (an “Infringement Claim”), and will pay the damages and costs finally awarded (or agreed in settlement) up to the liability cap in Section 10.1, provided that Customer:promptly notifies Mailroom.ai in writing of the Infringement Claim;grants Mailroom.ai sole control of the defence and any settlement negotiations; andco‑operates reasonably with Mailroom.ai (at Mailroom.ai’s expense).Mailroom.ai will have no liability for an Infringement Claim to the extent it arises from: (a) Customer Data; (b) use of the Services in combination with software, hardware or data not supplied by Mailroom.ai; or (c) Customer’s breach of this Agreement. If an Infringement Claim is made or appears likely, Mailroom.ai may, at its option and cost: (i) procure the right for Customer to continue using the Services, (ii) modify the Services so they become non‑infringing, or (iii) terminate the affected Services and refund any prepaid Fees for the unexpired portion of the Term.
‍8.2 By Customer - Customer will defend Mailroom.ai against third‑party claims arising from Customer Data or Customer’s use of the Services in breach of law or this Agreement and will pay resulting damages finally awarded, subject to Mailroom.ai providing prompt notice, sole control and assistance. By CustomerCustomer will defend Mailroom.ai against third‑party claims arising from Customer Data or Customer’s use of the Services in breach of law or this Agreement and will pay resulting damages finally awarded, subject to Mailroom.ai providing prompt notice, sole control and assistance.

9 - Confidentiality

Each party may receive or access the other party’s non‑public information (“Confidential Information”). The receiving party will: (a) use the same care to protect Confidential Information as it uses for its own confidential information of similar importance (and not less than reasonable care); (b) use Confidential Information only for purposes of this Agreement; and (c) not disclose Confidential Information to any third party except its personnel and advisers who need to know and are bound by confidentiality obligations. Obligations do not apply to information that is (i) public through no fault of the receiver, (ii) already known to the receiver, (iii) independently developed, or (iv) lawfully received from a third party. Disclosures required by law are permitted if the receiver gives prior notice (where lawful) and limits disclosure to what is legally required. Obligations survive three (3) years after termination; trade‑secret obligations survive indefinitely.

10 - Limitation of Liability

10.1 Cap - Each party’s aggregate liability arising out of this Agreement shall not exceed the Fees paid or payable by Customer to Mailroom.ai in the six (6) months preceding the event giving rise to the claim.
10.2 Excluded Damages - Neither party shall be liable for indirect, special, incidental, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility.
10.3 Exceptions - The limitations above do not apply to (a) a party’s indemnity obligations; (b) Customer’s payment obligations; or (c) breach of Section 9 (Confidentiality).

11 - Term and Termination

11.1 Term - This Agreement starts on the Effective Date and continues until all subscriptions have expired or been terminated. Each subscription renews automatically for successive periods equal to the expiring Term unless either party gives at least thirty (30) days’ written notice before the renewal date.
11.2 Termination for Cause - Either party may terminate this Agreement immediately on written notice if the other party (a) materially breaches the Agreement and fails to remedy the breach within thirty (30) days of notice, or (b) becomes insolvent or enters bankruptcy proceedings.
11.3 Termination for Convenience - Customer may terminate a subscription for convenience at any time by giving thirty (30) days’ written notice. If Customer has selected an annual subscription, the full annual Fee remains payable and is non‑refundable. Monthly subscriptions will remain active through the end of the billing cycle and will not renew.
11.4 Effect of Termination - Upon termination (a) Customer must stop using the Services; (b) Mailroom.ai will delete Customer Data in accordance with its retention schedule unless legally required to retain it; and (c) Sections 4, 5 (for amounts owed), 8, 9, 10, 11.4 and 12 survive termination.

12 - General

12.1 Relationship - The parties are independent contractors; this Agreement does not create agency, partnership or employment.
12.2 Assignment - Neither party may assign this Agreement without the other’s prior written consent, except to a successor by merger, acquisition or sale of substantially all assets, provided the assignee is not a direct competitor of the other party.
12.3 Notices - Formal notices must be sent by email to the authorised contact email address and are deemed delivered when a confirmed receipt is received. Notices may also be sent by courier or Royal Mail recorded post to the address above and are deemed delivered two business days after dispatch.
12.4 Force Majeure - Neither party is liable for delays or failures caused by events beyond its reasonable control (excluding payment obligations).
12.5 Governing Law and Jurisdiction - This Agreement and any disputes arising out of it are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts unless an Order Form expressly states that the Agreement is governed by the laws of the State of New York and the federal courts located in New York County, in which case those laws and courts shall apply.
12.6 Amendments - Mailroom.ai may update these Terms from time to time. We will provide at least thirty (30) days’ notice (by email or in‑app message) before material changes take effect; continued use of the Services after the effective date constitutes acceptance of the updated Terms. Any other amendment must be in writing and signed by both parties.
12.7 Severability and Waiver - If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce any right is not a waiver of future enforcement.
12.8 Third‑Party Rights - Except as expressly stated, no third party has the right to enforce any term of this Agreement.

Contact Information.

For questions or concerns regarding these Terms, please contact Mailroom.ai Support at hello@mailroom-ai.com.
By using Mailroom.ai, you acknowledge that you have read, understood, and agree to these Terms and Conditions.