Terms and Conditions.

Version 1.0 (DRAFT)  ·  Effective 1 November 2026  ·  Last updated 8 October 2026

These Terms and Conditions ("Terms") govern your access to and use of the software applications, platforms, and consulting services provided by Gysho Limited ("Gysho," "we," "us," or "our"). By creating an account, subscribing to a Gysho application, or engaging Gysho for consulting services, you agree to be bound by these Terms. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

01 · About these Terms

These Terms apply whenever you use a Gysho software application, subscribe to a Gysho platform, or engage Gysho for consulting or advisory services. If there is a conflict between the documents that make up your agreement with Gysho, they take precedence in the following order: (a) the Data Processing Agreement, in relation to the processing of personal data; (b) any Main Agreement; (c) the relevant Order or SOW; and (d) these Terms.

Our Privacy Policy explains how we handle personal data, and our AI Transparency & Disclaimer Notice explains how our AI features work and their limitations. Both apply alongside these Terms, as do our Data Processing Agreement and Sub-processor List where Gysho processes personal data on your behalf (see Section 10).

02 · Definitions

• "Services" means any Gysho software application, platform, or consulting engagement made available to you.
• "Subscription" means paid, recurring access to a Gysho software application.
• "Consulting Services" means advisory, fractional AI, software development, or implementation work delivered by Gysho under a Statement of Work, proposal, or equivalent written scope, on a time-and-materials, fixed-fee, or other basis stated there.
• "Customer," "you," or "your" means the organisation, or the individual acting for purposes relating to their trade, business, craft, or profession, that orders or uses the Services.
• "Order" means an order form, online checkout, proposal, quote, or other document accepted by the Customer that sets out the Services, term, and fees. Any terms printed on or referred to in a purchase order or similar document issued by the Customer do not form part of an Order and do not apply.
• "Main Agreement" means any separate written agreement for the Services signed by both Gysho and the Customer.
• "Data Processing Agreement" or "DPA" means Gysho's data processing agreement published at https://www.gysho.com/dpa, as updated from time to time, or any data processing agreement signed with the Customer.
• "Gysho Platform" means Gysho's pre-existing and independently developed software, services, tools, agents, prompts, models, frameworks, libraries, development tooling, and know-how, including its composable services, and all improvements to any of them.
• "Bespoke Deliverables" means software, code, configurations, integrations, and other materials created specifically for the Customer under an SOW, excluding the Gysho Platform.
• "Exit Licence" means a licence to continue using a Gysho application after a Subscription ends, granted on payment of the exit licence fee and on the terms set out in your Order.
• "Website" means https://www.gysho.com.

03 · Our Services

Gysho provides two categories of Services, and the sections below apply according to which you are using:

• Software Subscriptions, access to Gysho's web-based applications and platforms, including applications Gysho builds or productises for you and provides on a subscription basis (Section 5).
• Consulting Services, advisory, fractional AI, software development, and implementation engagements delivered under an agreed scope, on a time-and-materials or fixed-fee basis (Section 6).

Where a Gysho application includes AI-powered features, those features are described further in our AI Transparency & Disclaimer Notice, and are subject to the limitations described there.

04 · Accounts and Eligibility

You must provide accurate, current information when creating an account, and keep your login credentials confidential. You are responsible for all activity that occurs under your account, and must notify us promptly at alert@gysho.com if you suspect unauthorised access.

Our Services are provided for business and professional use only. Gysho does not offer these Services to consumers, as defined under the Consumer Rights Act 2015. By accepting these Terms, you confirm that you are acting for purposes relating to your trade, business, craft, or profession.

05 · Software Subscription Terms

Licence

Subject to your compliance with these Terms and payment of applicable fees, Gysho grants you a non-exclusive, non-transferable right to access and use the subscribed application for your internal business purposes, for the duration of your Subscription. You may make an application available to your own customers or end users only where your Order expressly permits it, in which case the terms in the Order (including any revenue share and reporting obligations) apply, and you are responsible for your customers' and end users' use of the application as if it were your own.

Acceptable use

You will not: reverse-engineer or attempt to extract the source code of any Gysho application; use the Services to build a competing product; share account credentials beyond your organisation's authorised users; input special category personal data or criminal offence data (as defined in UK GDPR) into AI features unless your Order or the DPA expressly provides for it; use the Services for any practice prohibited by Article 5 of the EU AI Act, or as or within a high-risk AI system under that Act, without Gysho's prior written agreement; or use the Services in a way that violates applicable law or infringes a third party's rights.

Availability

We aim to keep our Services available and reliable, but we do not guarantee uninterrupted access. Planned maintenance is dealt with in Section 5B. We are not liable for downtime caused by factors outside our reasonable control, including failures of third-party infrastructure providers that we could not reasonably have prevented or mitigated.

Changes to the Services

We may update, improve, or modify features of a Gysho application from time to time. Where a change materially reduces the core functionality you rely on, we will provide reasonable notice.

05A · Shared Responsibility Model

Where a Gysho application is deployed as a Gysho-hosted Subscription, and where it is instead deployed into a Customer's own environment ("Client-Hosted"), responsibility for the Services is divided as follows:

Gysho-Hosted (Subscription)

Gysho is responsible for the underlying infrastructure, application availability, and backup and recovery of the application, within any service levels agreed in your Order. You are responsible for managing user access within your organisation, and for the data you input into the Services.

Gysho backs up the application data of Gysho-hosted Services as follows, unless your Order states otherwise. For Services hosted on Microsoft Azure: a daily backup of the application database, retained for 30 days, encrypted at rest and stored in Microsoft Azure data centres in the region agreed for your deployment (with geo-redundant replication), and permanently deleted within 40 days of creation. For Services hosted on Hetzner: daily encrypted backups retained on a rolling schedule of seven daily, four weekly, and six monthly backups, giving approximately six months of history. Restoring from backup returns the Services to the most recent daily backup, so data entered after that backup may not be recoverable.

Client-Hosted

Where a Gysho application is deployed into your own environment, you are responsible for that environment's infrastructure, backup, recovery, security, and regulatory compliance. Gysho provides application updates and support on a best-effort basis, as agreed in the relevant Order or SOW, but does not assume responsibility for the hosting environment itself.

Which model applies to your use of the Services will be set out in your Order. Where an Order does not specify, the Services are provided on a Gysho-hosted basis.

05B · Scheduled Maintenance

Gysho may perform scheduled maintenance on the Services from time to time. Where possible, Gysho will give the Customer at least 48 hours' advance notice of maintenance expected to affect service availability. Scheduled maintenance performed within the notified window, and not exceeding four hours per maintenance event, does not count as downtime for the purposes of any service levels agreed in your Order.

06 · Consulting Services Terms

Consulting Services are scoped in a separate Statement of Work, proposal, or written agreement ("SOW") that sets out the deliverables, timeline, and fees for that engagement. Where these Terms and an SOW conflict, the SOW controls for that engagement.

Unless the SOW says otherwise: Gysho will use reasonable skill and care in delivering Consulting Services; timelines are estimates and not guaranteed delivery dates unless expressly stated; and Gysho is not responsible for delays caused by your failure to provide timely information, access, or approvals reasonably required for the engagement.

Where an SOW is on a time-and-materials basis, fees are charged at the rates in the SOW for time actually spent, invoiced monthly in arrears, and any estimate is indicative and not a cap unless the SOW says otherwise. Pre-approved expenses are charged at cost. Where an SOW is fixed-fee, changes to scope, timeline, or assumptions are agreed in writing through a change request before the changed work begins.

Consulting Services, including advice on AI strategy, governance, or regulation, are not legal, tax, or accounting advice, and you should take your own professional advice on those matters.

06A · Subcontracting

Gysho may engage subcontractors to help deliver Consulting Services only with the Customer's agreement, given either in advance (as specified in your Order or SOW) or at the time subcontracting is proposed. Gysho's use of sub-processors (such as hosting and AI model providers) to deliver Software Subscriptions is instead governed by the DPA and our Sub-processor List: Gysho will publish changes to that list and give you at least 30 days' notice of any new sub-processor, during which you may object on reasonable data protection grounds. In all cases, Gysho remains responsible for the performance of its obligations under these Terms, and will ensure that any subcontractor or sub-processor is bound by confidentiality and data protection terms no less protective than those set out here.

07 · Fees, Payment and Refunds

Fees for Subscriptions and Consulting Services are as set out in your Order, invoice, or SOW. Unless stated otherwise:

• Invoices are due within 15 days of the invoice date.
• If an invoice remains unpaid more than 7 days after Gysho has sent you written notice that it is overdue, Gysho may suspend your access to the Services until payment is received in full.
• If you pay late, Gysho may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, being statutory interest at 8% per year above the Bank of England base rate, a fixed sum of £40, £70, or £100 per invoice (depending on the amount owed), and its reasonable costs of recovering the debt to the extent they exceed that fixed sum.
• Subscription fees are non-refundable. Subscriptions cannot be cancelled before the end of the agreed term, except as otherwise set out in your Order or Main Agreement, or in Section 13 or Section 16.
• Gysho may change Subscription fees or time-and-materials rates with effect from the start of a renewal term by giving at least 60 days' notice before the renewal date. Infrastructure and other third-party costs that your Order says are charged separately are passed through at the amounts stated there, or at cost where no amount is stated.
• All fees are exclusive of VAT unless stated otherwise. VAT will be added at the applicable rate where chargeable.

08 · Intellectual Property

Gysho and its licensors retain all intellectual property rights in the Gysho applications, platforms, and underlying technology. Nothing in these Terms transfers ownership of that intellectual property to you.

Gysho owns the Gysho Platform, including all improvements to it whoever suggests them, and all applications that Gysho builds or productises for you and provides as a Subscription. You receive the licence in Section 5 for the term of your Subscription, where your Order provides one an Exit Licence afterwards, and the continuity rights in Section 13A if Gysho can no longer provide the Services. Nothing in an SOW transfers any part of the Gysho Platform to you.

Where an SOW states that software development is delivered on a time-and-materials basis, ownership of the Bespoke Deliverables transfers to you on payment in full of the fees for them, and Gysho grants you a non-exclusive, perpetual licence to use any Gysho Platform components incorporated in them, as part of those Bespoke Deliverables, for your internal business purposes. In all other cases, and unless the SOW or Main Agreement states otherwise, Bespoke Deliverables are owned by Gysho and licensed to you under Section 5.

Where Consulting Services deliverables, such as advisory reports and other non-software materials, are produced under an SOW, Gysho retains ownership of the Gysho Platform and the underlying methodology, frameworks, and reusable materials used to produce the deliverable, and grants the Customer a licence to use the delivered output for their internal business purposes. Where a specific SOW or Main Agreement contains its own explicit intellectual property terms, those terms take precedence over this default position, in line with Section 1.

Gysho may use the general know-how, skills, techniques, and learnings gained from delivering the Services, including improvements to the Gysho Platform and its development tooling, provided it does not disclose your confidential information or use your Customer Data in doing so.

The Services and Bespoke Deliverables may include open-source components licensed under their own terms, which apply to those components in place of the licence in Section 5.

You retain all rights in the data, content, and materials you submit to our Services ("Customer Data"). You grant Gysho a licence to use Customer Data solely to provide the Services to you, as described in our Privacy Policy and the DPA. You warrant that you have the rights, consents, and lawful basis needed for Gysho to process Customer Data in that way, and that Customer Data does not infringe third-party rights or breach applicable law. Gysho does not use Customer Data to train or improve AI models. Gysho may use anonymised, aggregated usage data that does not identify you or any individual to operate, secure, and improve the Services.

As between you and Gysho, you own the output that Gysho's AI features generate for you ("AI Output"), to the extent any rights exist in it. Similar output may be generated for other customers, and Gysho does not warrant that AI Output is unique or free from third-party rights. You are responsible for reviewing AI Output before relying or acting on it. If you give Gysho suggestions or feedback about the Services, Gysho may use them without restriction or obligation to you.

09 · Confidentiality

Each party will keep the other's confidential information secure and will only use it to perform its obligations under these Terms or an SOW. Each party may disclose the other's confidential information to its employees, officers, professional advisers, and subcontractors who need to know it for that purpose, provided they are bound by equivalent confidentiality obligations. This does not apply to information that is or becomes publicly available other than through breach of this clause, was already known to the receiving party without an obligation of confidence, is independently developed without use of the other party's confidential information, or must be disclosed by law or regulatory requirement. These obligations continue for five years after the end of the relevant Subscription or SOW, and for as long as the information remains a trade secret.

09A · Audit Rights

Where reasonably necessary, and no more than once per calendar year unless required by law or following a material security incident, the Customer may request evidence from Gysho demonstrating compliance with these Terms and Gysho's data protection and security practices, on reasonable prior written notice. Such evidence may include relevant certifications, audit summaries, or policy documentation. Any review will be conducted in a manner that does not unreasonably disrupt Gysho's operations or compromise the confidentiality of other clients' information.

Where Gysho processes personal data on your behalf, your audit rights in relation to that processing are set out in the DPA, and nothing in this Section 9A limits them. Otherwise, audits may only be performed to the extent permitted under Gysho's agreements with its own infrastructure and service providers, and Gysho is not required to comply with an audit request that would breach those agreements or supplier-imposed restrictions.

10 · Data Protection and AI Features

Where Gysho processes personal data on your behalf as a processor, the DPA forms part of these Terms and sets out the terms required by Article 28 of the UK GDPR and, where applicable, the EU GDPR. Gysho uses the sub-processors listed in our Sub-processor List, which include our hosting and AI model providers. Where Gysho acts as a controller, it handles personal data in accordance with UK GDPR, the EU GDPR (where applicable), and our Privacy Policy.

Where a Gysho application includes AI-powered features, our AI Transparency & Disclaimer Notice describes how those features work, their known limitations, and our approach to labelling AI-generated content in line with our obligations under the EU AI Act, where applicable. AI features may send Customer Data to the AI model providers listed in our Sub-processor List in order to generate output. You should not rely solely on AI-generated output for critical or high-stakes decisions.

Where the EU AI Act applies, Gysho is responsible for the obligations of a provider in relation to the AI features of its applications, and you are responsible for the obligations of a deployer in relation to your use of them, including human oversight, informing your staff and affected persons where required, and using the features in line with their documentation. Where Gysho builds a bespoke AI system for you under an SOW, the SOW will state which party is the provider of that system.

Where the Services enable AI agents to take actions on your behalf (such as sending communications, changing records, or executing transactions), you are responsible for configuring the permissions and limits for those actions, for supervising them, and for their consequences. Gysho is not liable for actions taken by an agent within the permissions you have set.

10A · Incident Response and Breach Notification

Gysho maintains an incident response process for security and data incidents affecting the Services. For Gysho-hosted Services, Gysho will notify affected Customers without undue delay, and in any event within 24 hours, after becoming aware of a security incident that materially affects the Services or Customer Data, including any personal data breach. Gysho will give you the information you reasonably need to meet your own obligations, including any notification to the Information Commissioner's Office (ICO) or to affected individuals. Where Gysho is the controller of the personal data concerned, Gysho will notify the ICO within 72 hours where required under UK GDPR.

For Client-Hosted deployments, the Customer is responsible for its own incident response. Gysho provides application-level support as agreed in the relevant Order or SOW.

11 · Warranties and Disclaimers

We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated in these Terms or in an Order or SOW, all warranties, conditions, and other terms implied by statute or common law are excluded to the fullest extent permitted by law, and we do not warrant that the Services will be uninterrupted or error-free, or that AI Output will be accurate, complete, or suitable for any particular purpose.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

12 · Limitation of Liability

Subject to the second paragraph of Section 11 and the rest of this Section 12, Gysho's total aggregate liability arising out of or in connection with these Terms and any Order or SOW, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of (a) the total fees paid and payable by the Customer under the relevant Order or SOW in the 12 months before the event giving rise to the claim, and (b) £50,000 (or the equivalent in the currency of the Order).

Gysho is not liable for any indirect or consequential loss, or for any loss of profits, revenue, anticipated savings, goodwill, or business opportunity, or loss arising from business interruption, in each case whether direct or indirect. Gysho is also not liable for loss arising from claims against the Customer by its own customers, or from items, materials, software, or suppliers that the Customer requires Gysho to use.

Where Gysho is responsible for backup under Section 5A, Gysho's sole liability for loss, destruction, or corruption of Customer Data is to use reasonable efforts to restore the affected Customer Data from the most recent available backup, at its own cost. This does not limit Gysho's liability, within the cap above, where the loss results from Gysho's failure to take backups as described in Section 5A.

The limitations and exclusions in this Section 12 do not apply to loss caused by Gysho's fraud or wilful misconduct.

Where a breach by Gysho is capable of remedy, the Customer will notify Gysho in writing, describing the breach in as much detail as reasonably possible, and give Gysho a reasonable opportunity to remedy it before bringing a claim.

The Customer must notify Gysho in writing of any claim as soon as reasonably practicable after becoming aware of it. Any claim against Gysho must be brought within 12 months of the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to it.

The Customer acknowledges that the fees reflect the allocation of risk in this Section 12, and that the limitations and exclusions in it are reasonable.

13 · Term, Suspension and Termination

A Subscription continues for the period stated in your Order and renews automatically for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, or your Order or SOW sets out a different notice period or allows for early cancellation under specified conditions.

We may suspend or terminate your access to the Services if you materially breach these Terms and do not remedy the breach within a reasonable period after notice, if fees remain unpaid as described in Section 7, or if you become insolvent, enter administration or liquidation, or make an arrangement with your creditors. We may suspend access immediately, for as long as necessary, where your use of the Services creates a security risk to the Services or to others, or is unlawful.

You may terminate a Subscription or SOW by written notice if Gysho materially breaches these Terms and does not remedy the breach within 30 days after receiving written notice of it, or if Gysho becomes insolvent in any of the ways described above. On termination for these reasons, Gysho will refund any prepaid fees covering the period after termination.

For 30 days after a Gysho-hosted Subscription ends, you may export your Customer Data using the export features of the Services, or ask Gysho to provide it in a commonly used, machine-readable format. After that period, Gysho will delete Customer Data from the Services, and from its backups as they expire under the schedule in Section 5A (within 40 days for Azure-hosted Services and within seven months for Hetzner-hosted Services), unless it is required by law to retain it. Client-specific context that Gysho holds in its development tooling is treated as your confidential information and is deleted or anonymised within the same period, except for the general know-how described in Section 8.

Subject to Section 13A, when a Subscription ends, your licence under Section 5 ends. Where your Order provides for an Exit Licence and you pay the exit licence fee, you may continue to use the application on the terms of that Exit Licence. Otherwise, for Client-Hosted deployments you must stop using the application and delete all copies within 30 days, and confirm in writing that you have done so if asked. When an SOW ends for any reason, you must pay for Services delivered up to the end date.

On termination, your right to access the Services ends. Sections that by their nature should survive termination, including Fees, Confidentiality, Intellectual Property, Business Continuity, and Limitation of Liability, continue to apply, as do any rights and obligations accrued before termination.

13A · Business Continuity

This Section 13A protects you if Gysho can no longer provide the Services. It applies to the Gysho applications provided to you under a Subscription and to any Bespoke Deliverables (together, the "Covered Software").

A "Continuity Event" occurs if: (a) Gysho enters liquidation, administration, or receivership, proposes or enters into a voluntary arrangement with its creditors, or has a winding-up order made against it, or anything equivalent happens in any jurisdiction; (b) Gysho ceases, or gives notice that it intends to cease, to carry on business; or (c) Gysho fails to provide the Services or support for the Covered Software in all material respects for 30 consecutive days and does not remedy that failure within 14 days after your written notice. A Continuity Event does not occur if, within 30 days of the event, a successor to Gysho's business agrees in writing to continue providing the Services to you on these Terms.

In consideration of the fees you pay under your Order, Gysho grants you, with effect from the date of your Order, a non-exclusive, perpetual, irrevocable, worldwide licence, exercisable only on and after a Continuity Event and without further payment, to use, copy, modify, maintain, and host (or have a third party host and maintain on your behalf) the Covered Software, including the Gysho Platform components incorporated in it or needed to run it, together with the Continuity Materials. You may exercise this licence for your internal business purposes and, where your Order permits you to make the application available to your own customers, for that purpose. No exit licence fee is payable for use under this licence.

Where your Order states that ownership of your Client Application transfers on a Continuity Event, Gysho assigns to you, with effect from and conditional on a Continuity Event and on payment of all fees due up to that date, all intellectual property rights in the Client Application. The "Client Application" means the code, configuration, and content created specifically for you and provided to you as a Subscription, excluding the Gysho Platform, which remains licensed to you under this Section 13A.

Gysho maintains for the Covered Software a continuity package (the "Continuity Materials"): the source code, build and deployment scripts and infrastructure-as-code, configuration (with secrets provided only through a secure handover), technical documentation, and a list of the third-party components and services on which it depends, updated at least quarterly and after each major release. Where your Order provides for escrow, Gysho will deposit the Continuity Materials with an independent escrow agent under a three-party escrow agreement, which governs their release, and the costs of escrow are as set out in your Order. Otherwise, after a Continuity Event, Gysho, or any insolvency practitioner acting for it, will make the Continuity Materials available to you within 10 business days of your written request.

Escrow is optional and is provided at your cost. Where your Order includes it: escrow fees are payable as stated in your Order, and if they remain unpaid 30 days after Gysho's written reminder, Gysho may stop updating the deposit and the escrow arrangement may lapse; verification of the deposit by the escrow agent is available on request as a further paid service; and where this Section 13A and the escrow agreement conflict on the mechanics of deposit or release, the escrow agreement prevails. The Continuity Materials, including any escrow deposit, do not contain Customer Data or personal data; Customer Data is returned to you under Section 13 and the Data Processing Agreement.

For Gysho-hosted Services, after a Continuity Event Gysho will, at your request, cooperate in transferring the hosting environment for the Covered Software, or a copy of it together with your Customer Data, to infrastructure you control, and you may pay hosting providers directly to keep the Services running during the transfer. From the Continuity Event, you are responsible for hosting costs and for operating the Covered Software.

This Section 13A does not give you rights in third-party software, models, or services (including cloud hosting and AI model providers), which you must obtain directly on the providers' own terms, or in open-source components, which remain under their own licences. You may not sell, sublicense, or make the Gysho Platform available to anyone as a product in its own right, other than to contractors maintaining the Covered Software for you who are bound by confidentiality obligations no less protective than those in Section 9. The Covered Software and Continuity Materials are provided as they stand at the Continuity Event, without warranty or support.

14 · General Provisions

• Entire agreement. These Terms, together with your Order or SOW, constitute the entire agreement between Gysho and you in relation to the Services, and supersede any prior representations or agreements, whether written or oral. Each party acknowledges that it has not relied on any statement, promise, or representation not set out in these Terms, the Order, or the SOW. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
• Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, on written notice to you.
• Force majeure. Neither party is liable for delay or failure to perform (other than a failure to pay fees due) caused by events outside its reasonable control, provided it notifies the other party promptly and uses reasonable efforts to minimise the effect. If such an event prevents performance for more than 60 days, either party may terminate the affected Order or SOW by written notice.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• No waiver. A failure to enforce any provision of these Terms is not a waiver of that provision.
• Notices. Formal notices under these Terms must be in writing and sent by email to the address in your Order (for you) or to alert@gysho.com (for Gysho). An email notice is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message.
• Third-party rights. No one other than Gysho and the Customer has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Variation. Except as set out in Section 16, no variation of these Terms is effective unless agreed in writing by both parties.
• Language. These Terms are written in English. Any translation is provided for convenience only, and the English version prevails.
• Non-solicitation. During an engagement and for 12 months afterwards, neither party will directly solicit for employment or engagement any officer, employee, or contractor of the other who was materially involved in the Services, other than through general recruitment advertising not targeted at those people. Either party may hire such a person with the other's prior written consent. Where you hire a Gysho officer, employee, or contractor with Gysho's consent, you will pay Gysho a placement fee of 20% of that person's first-year remuneration, reflecting Gysho's cost of recruiting and training a replacement.
• Publicity. Gysho may identify you as a customer, by name and logo, in its marketing materials only with your prior written consent, which may be given in your Order. Either party may state factually that the parties have worked together where required by law or regulation.

15 · Governing Law and Disputes

These Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Terms, or their subject matter, is subject to the exclusive jurisdiction of the courts of England and Wales.

16 · Changes to These Terms and Contact

We may update these Terms from time to time. Where changes are significant, we will give you at least 30 days' notice, for example by email or a notice on our Website, before the change takes effect. If a significant change materially disadvantages you, you may terminate the affected Subscription by written notice before the change takes effect, and we will refund any prepaid fees for the remaining period. Otherwise, continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

Questions about these Terms can be sent to alert@gysho.com.