Refund & Cancellation Policy

Version v1.4

Version date 2026-09-08. v1.4 recut integrating the hosted subscription checkout billing route; the TOTP second factor remains per-tenant optional under owner decisions of 2026-08-21; approved for execution at the v1.4 re-cut ceremony of 2026-09-08 (counsel posture carried from owner decision counsel-waiver-decision:2026-09-07-owner-risk-acceptance-v14). No translation forms part of this file. This Policy forms part of the Agreement only through the Contract Execution Manifest, as clause 1.2 provides.

Refund & Cancellation Policy — Lem Cloud

1. Parties, Scope and Status of this Policy

1.1 This Refund & Cancellation Policy (the "Policy") is issued by Novus Point Limited, a company incorporated in England and Wales (company number 08146241, registered office 124 City Road, London, England, EC1V 2NX) (the "Vendor"), and applies to the "LEM" / "Lem Cloud" personal AI operator service as defined in the Master Services Agreement (the "Service"), which includes the Customer's isolated vendor-hosted Workspace, white-glove onboarding, the monthly managed service and any add-ons stated in the Order Form.

1.2 This Policy forms part of the Agreement only where its exact title, version, effective date, filename and SHA-256 value are listed in the Contract Execution Manifest attached to the executed Order Form. The single order of precedence in clause 2.5 of the Master Services Agreement applies; this Policy ranks last under it and does not restate or vary it. Website terms, privacy notices, support pages, Documentation and translations do not amend it.

1.2A Status. Once incorporated under Clause 1.2, this Policy applies to the Agreement as a whole and to every Order Form and Workspace under it, and is not limited to founder-beta customers. The Refund Window in Clause 3 applies only once, to the Customer's first Workspace, as stated in Clause 3.1. A mutable public page is informational only and cannot substitute for the frozen executed copy.

1.3 Incorporated B2B only. The Service is sold only to companies, limited liability partnerships and equivalent incorporated organisations acting wholly for business purposes. Consumers, sole traders and unincorporated partnerships are not eligible. This Policy states the Customer's refund and cancellation rights under this Policy, in addition to any refund expressly provided for elsewhere in the Agreement and without prejudice to any rights that cannot lawfully be excluded or limited.

2. Definitions

In this Policy:

"Acceptance Criteria" means the transaction-specific acceptance tests set out in Section 10 of the Order Form.
"Activation Date" means the date on which the Customer's Workspace is first made available for the Customer's productive use following completion of onboarding, as recorded by the Vendor and confirmed to the Customer in writing (email or Order Form record suffices); and, if the Vendor has not confirmed the Activation Date in writing, the Activation Date is the date on which the Workspace was in fact first made available for the Customer's productive use, and the Refund Window runs from that date. The Vendor shall confirm the Activation Date within five (5) Business Days of that availability.
"Billing Period" means the monthly subscription period stated in the Order Form. Billing Periods run in successive one-month periods from the Subscription start date stated in the Order Form.
"effective date of cancellation" means, for a cancellation under Clause 3.0, the date on which the Customer's notice is received; for an exercise of the Refund Window, the date fixed by Clause 3.5; and for a cancellation under Clause 5, the date fixed by Clause 5.2.
"First Subscription Term" means the Billing Period current at (and including) the Activation Date.
"Install Day" means the scheduled first day of the Vendor's white-glove onboarding and installation work for the Customer's Workspace, as notified to the Customer in writing in advance.
"Onboarding Fee" means the one-off onboarding fee in GBP stated in the Order Form. The fee that binds is the one written into the executed Order Form; a list price quoted elsewhere is not, of itself, an offer.
"Order Form" means the ordering document executed by the Parties — by Recorded Click Acceptance, that is, by the Customer through its recorded click acceptance of the delivered, versioned contract pack at first Workspace activation, evidenced by the tamper-evident acceptance record described in the Order Form, with the Vendor's execution evidenced by its documented mint and provision acts, or, where the Parties expressly so agree, by signature — specifying tiers, prices and add-ons; the Order Form controls over working prices listed in this Policy.
"Pass-Through Charges" means third-party usage charges billed at cost, including voice per-minute charges and vendor-billed LLM usage.
"Refund Window" means the period of fourteen (14) calendar days beginning on (and including) the Activation Date.
"Workspace" has the meaning given in the Master Services Agreement.

Capitalised terms not defined here have the meanings given in the Master Services Agreement.

3. The 14-Day Refund Window

Important — what the 14-day window covers. The Refund Window covers the first monthly subscription fee. The Onboarding Fee is refunded in full, less only irrevocably committed non-cancellable third-party costs identified in clause 4.5 of the Order Form, where the Customer cancels under Clause 3.0 by notice received before the Install Day; from the Install Day only the reasonable portion attributable to work actually performed and those identified costs may be retained, subject to the failed-acceptance remedy in Clause 3.8. This complete qualification must accompany any "14-day refund window" claim.

3.0 Cancellation before activation. Under the default execution route the Order Form is executed by the Customer's recorded click acceptance at first Workspace activation; the Onboarding Fee is invoiced when the activation offer is issued and becomes payable on execution. Before execution no contract is formed: if the Customer does not accept within the Offer Validity Window stated in the Order Form (fourteen (14) days from the minting of the first activation link), or the delivered contract pack is superseded before acceptance, the offer lapses and the pre-issued Onboarding Fee invoice is cancelled or, where already paid, refunded in full. At any time between execution of the Order Form and the Activation Date the Customer may cancel the Order Form by written notice given in accordance with Clause 10.2. Cancellation under this Clause takes effect on receipt of that notice. Where the notice is received before the Install Day, the Onboarding Fee is refunded in full, less only those non-cancellable third-party costs identified in clause 4.5 of the Order Form which the Vendor had irrevocably committed before receipt of the notice and which the Vendor may retain. Where the notice is received on or after the Install Day, the Vendor may retain the reasonable portion of the Onboarding Fee attributable to work actually performed up to receipt, together with those identified non-cancellable third-party costs, and shall refund the balance. No recurring subscription fee is charged for any Billing Period commencing after the effective date of cancellation, and any recurring fee prepaid for a period after that date is refunded in full. The Refund Window in Clause 3.1 does not apply to a cancellation under this Clause, and this Clause does not affect the failed-acceptance remedy in Clause 3.8.

3.1 Scope. The Refund Window applies once only, to the First Subscription Term of the Customer's first Workspace. It does not apply to renewals, subsequent Billing Periods, additional Workspaces, re-subscriptions after a prior cancellation, tier upgrades or add-ons activated after the First Subscription Term. The Refund Window is not available where, before the Customer's notice is given, the Vendor has terminated or suspended the Agreement, the affected Order Form or the Workspace for the Customer's material breach, breach of the AUP, or non-payment under Clause 8 of this Policy; in that case Clause 4.1 applies.

3.2 Exercise. To exercise the Refund Window, the Customer must give written notice to any Vendor address stated in the Order Form or in this Policy (Clause 10.2), including the support channel identified in SLA Clause 3.1 and any additional tested support address stated in the Order Form, no later than 23:59 UK time on the calendar date thirteen (13) days after the Activation Date. This gives fourteen calendar dates including the Activation Date. Notice given in time is effective even if processed later; a channel outage attributable to the Vendor does not shorten the window.

3.3 What is refunded. On valid exercise of the Refund Window, the Vendor will refund:

(a) the monthly subscription fee paid for the First Subscription Term, in full, less any Pass-Through Charges actually consumed up to the effective date of cancellation, which are deducted at cost in place of a separate arrears invoice for those charges; where consumed Pass-Through Charges exceed the refundable subscription fee, the excess remains payable by the Customer on the Vendor's final invoice; and

(b) the Onboarding Fee, less only the reasonable portion attributable to work actually performed and the non-cancellable third-party costs identified in clause 4.5 of the Order Form, subject to the failed-acceptance remedy in Clause 3.8. Cancellation before the Activation Date is governed by Clause 3.0, and the full pre-Install-Day refund of the Onboarding Fee is available only under that Clause. The subscription-fee refund under Clause 3.3(a) is unaffected.

3.4 Voice add-on. Fixed monthly fees for the voice add-on paid within the First Subscription Term are refunded on the same basis as Clause 3.3(a); per-minute charges are Pass-Through Charges and are not refundable once consumed.

3.5 Effect. Exercise of the Refund Window terminates the affected Order Form with immediate effect on receipt of the Customer's notice. That date is the effective date of cancellation for the purposes of Clause 3.3(a); access to the Workspace ceases on that date; Clause 5.2 does not apply to a cancellation under Clause 3; and the offboarding sequence in Clause 8 applies (including the data-export opportunity and the 30-day deletion grace period).

3.6 Method and timing. The Vendor confirms eligibility within five (5) Business Days of receiving the Customer's notice under Clause 3.2, and refunds are made within fourteen (14) days of receipt of that notice (not of the confirmation), to the original payment method through the payment provider recorded in clause 4.2A of the Order Form where the hosted subscription checkout route applies, or, under the manual-invoice route, using the reverse of the original manual-payment route where reasonably available or another verified account held in the Customer's name. Another method is used only where applicable law or the rules of the payment network require it. Where the amount of consumed Pass-Through Charges is not finally known within that period, the Vendor may retain a reasonable good-faith estimate of those charges and shall pay or invoice the balance, with supporting detail, within ten (10) Business Days of receiving the relevant third-party invoice. Timing remains subject to the Customer's and Vendor's financial institutions. Refunds are made in the currency in which the Customer paid. Where VAT or other tax was charged on the original invoice, the refund is of the amount actually paid including that tax, and the Vendor issues a corresponding credit note. LEM does not collect card or online-banking credentials.

3.6A Payment disputes and chargebacks — no double recovery. A payment-network dispute or chargeback creates no refund entitlement in addition to this Policy. Where the Customer has recovered, or is in the course of recovering, the same sum through such a dispute or chargeback, that recovery is set off against any sum otherwise repayable under this Policy, and the Vendor may withhold payment of a refund for so long as the same sum is the subject of an unresolved dispute or chargeback. Nothing in this Clause limits any right the Customer has under the rules of its payment network or under applicable law.

3.7 Founder-beta interaction. For Customers on the founder-beta discount (Clause 6), refunds are calculated on the discounted amounts actually paid, not on list prices.

3.8 Failed acceptance. If, after the Vendor has remedied and re-tendered a rejected material item under clause 4.3 of the Master Services Agreement, the same material item fails the Acceptance Criteria a second time, the Customer may, by written notice given within five (5) Business Days of that second failure, reject the Workspace and recover prepaid subscription fees, unconsumed Pass-Through Charges and the Onboarding Fee, less only any separable bespoke deliverable the Customer elects in writing to retain. Acceptance under clause 4.3 of the Master Services Agreement (including deemed acceptance) ends this remedy. The Refund Window does not replace this remedy or any remedy that cannot lawfully be excluded.

4. Pro-Rata Rules

4.1 No pro-rata refunds after the Refund Window. Except as provided in Clauses 3.3, 3.8 and 4.2 and as expressly provided elsewhere in the Agreement, outside the Refund Window subscription fees for a commenced Billing Period are not refundable, in whole or in part, and cancellation takes effect at the end of the then-current Billing Period (Clause 5). The Customer retains access to the Service until that date.

4.2 Pro-rata refund where the Vendor ends the Service. If the Vendor (a) terminates for convenience under clause 5.3 or clause 6.1 of the Master Services Agreement, or under clause 3.5 or clause 18.3 of that Agreement, or (b) permanently discontinues the Service, the Vendor will refund pro rata the portion of any prepaid subscription fees attributable to the unused remainder of the then-current Billing Period. The Onboarding Fee is additionally refunded pro rata (straight-line amortisation over six (6) months) only where such termination or discontinuation occurs within six (6) months of the Activation Date. Refunds under clauses 4.3 (failed acceptance), 6.3 (provider-caused unavailability), 14.3 (warranty remedy) and 15.2 (IP indemnity) of the Master Services Agreement, and under clause 8.3 of the DPA (Subprocessor objection, including termination of an affected feature alone, in which case the pro-rata calculation is applied to the fees attributable to that feature), are additionally available on the terms stated in those clauses; this Clause 4.2 neither extends nor restricts them.

4.3 No refund of consumed items. Except for the failed-acceptance remedy in clause 3.8 and the Vendor-exit remedy in clause 4.2, Pass-Through Charges and consumed third-party provider credits are non-refundable. Bespoke or custom work performed at the Customer's request is non-refundable only to the extent it has been accepted or the Customer expressly elects in writing to retain it.

5. Cancellation Mechanics

5.1 How to cancel. The Customer may cancel the subscription at any time, without cause, by written notice to any Vendor address stated in the Order Form or in this Policy (Clause 10.2), including jakub@novus-point.com, via the cancellation mechanism in the web dashboard (if available), or, where the hosted subscription checkout route in clause 4.2A of the Order Form applies, through the payment provider's authenticated customer portal identified in that clause. A cancellation recorded in that portal is written notice for the purposes of this Clause and takes effect under Clause 5.2. No minimum term applies beyond the then-current Billing Period unless the Order Form states otherwise.

5.2 When cancellation takes effect. Subject to any committed term stated in the Order Form and to clauses 5.3 and 6.1 of the Master Services Agreement, cancellation takes effect at the end of the Billing Period current at the date the notice is received. Notice received on the last day of a Billing Period takes effect at the end of that Billing Period. The Customer will not be charged for any subsequent Billing Period.

5.2A Committed terms. Where the Order Form states a committed term longer than one month, the Customer may terminate for convenience only where that Order Form expressly permits it and on the conditions stated there; otherwise the committed term runs to its end and either party may prevent renewal on at least thirty (30) days' notice under clause 5.3 of the Master Services Agreement. Any refund on a permitted committed-term exit is limited to prepaid recurring Fees for whole unused Billing Periods after the effective date of termination.

5.3 Vendor confirmation. The Vendor will confirm receipt of a cancellation notice and the effective end date. No fixed confirmation time is promised unless an operational level for cancellation acknowledgements is expressly activated in the executed Order Form under the SLA activation table; the cancellation is in any event effective from receipt under Clause 5.2.

5.4 After the effective date. From the effective date of cancellation, the offboarding sequence in Clause 8 applies.

5.5 Cancellation by the Vendor. The Vendor may cancel or decline to renew on written notice of at least thirty (30) days effective at the end of a Billing Period, given to the Customer's contract-notices address in accordance with clause 19.1 of the Master Services Agreement; Clause 4.2 then applies to any prepaid fees.

6. Founder-Beta Terms (Order Form Discount / Case Study)

6.1 The offer. Eligible early Customers accepted onto the founder-beta programme receive the percentage discount for the number of Billing Periods stated in the executed Order Form (the "Discount Period"), in exchange for the Customer's cooperation in the preparation of a customer case study (the "Case Study"). No discount applies unless its amount and duration are completed in the Order Form.

6.2 Customer obligations. During the Discount Period the Customer agrees to:

(a) participate in up to two (2) recorded or written interview sessions of no more than sixty (60) minutes each, at times reasonably agreed;

(b) provide reasonable factual input on its use of the Service (use case, workflow, outcomes), excluding any confidential information, personal data of third parties, or commercially sensitive material the Customer chooses to withhold;

(d) subject to Clause 6.3, permit the Vendor to publish the approved Case Study and to use the Customer's name and logo in the Case Study and directly related marketing.

6.3 Approval right. No Case Study, quotation, name or logo will be published without the Customer's prior written approval, which the Customer may condition on reasonable edits or anonymisation. Approval, once given, may be withdrawn for future uses on thirty (30) days' written notice; materials already printed or published in third-party channels need not be recalled.

6.4 Graceful exit. The Customer may withdraw from the Case Study obligations at any time by written notice. Withdrawal is not a breach of the Agreement. On withdrawal:

(a) the Order Form discount ceases prospectively from the next Billing Period, and the subscription continues at the undiscounted price stated in the Order Form;

(b) the Vendor will not claw back discounts already applied to past Billing Periods; and

(c) any unpublished draft Case Study materials will not be published, and published materials are handled under Clause 6.3.

If the Customer fails to respond to two written requests to schedule an interview session under Clause 6.2(a), or fails to review a draft Case Study within the period in Clause 6.2(c), and in either case does not respond within a further ten (10) Business Days of a written reminder that expressly refers to this Clause, the Customer is deemed to have withdrawn under this Clause 6.4 and Clause 6.4(a) applies from the next Billing Period.

6.5 Vendor's exit. If the Vendor elects not to produce or publish the Case Study, the discount nevertheless remains in place for the full Discount Period.

6.6 End of Discount Period. After the Discount Period stated in the Order Form, the subscription continues at the undiscounted price stated there, subject to Clause 7.

6.7 Refunds. Founder-beta Customers have the same Refund Window rights as all Customers, calculated per Clause 3.7. Exercise of the Refund Window or cancellation ends the Case Study obligations automatically; Clauses 6.3 and 6.4(b)–(c) survive.

7. Price Changes

7.1 The Vendor may increase recurring subscription or add-on fees once in any twelve-month period, with effect from the start of a Renewal Term, by giving the Customer at least sixty (60) days' written notice, subject to the limits and termination right in MSA Clause 8.4. The Order Form and MSA control any committed-term price protection.

7.2 A price change takes effect no earlier than the first Billing Period commencing after the notice period expires. Prices fixed for a committed term in the Order Form do not change during that term.

7.3 If the Customer does not accept a price increase, the Customer may cancel under Clause 5 with effect from the end of the last Billing Period at the old price; the increase will not be applied to that Customer before the cancellation takes effect.

7.4 Changes to Pass-Through Charges that reflect changes in third-party providers' pricing are passed through at cost under clause 8.3 of the Master Services Agreement, with the Vendor giving as much notice as reasonably practicable and in any event before the adjusted rate is applied. The Customer may deactivate the affected feature before the adjusted rate takes effect.

8. Non-Payment: Suspension and Offboarding Ladder

8.1 If any manually issued invoice remains unpaid when due, the following ladder applies, with each step notified in writing to the Customer's billing contact, and with the Day 14 suspension notice and the Day 30 termination notice also given to the Customer's contract-notices address in accordance with clause 19.1 of the Master Services Agreement:

(a) Day 7 — Warning. If payment remains outstanding seven (7) days after the due date, the Vendor issues a written payment warning stating the amount due, the remedy method and the consequences below.

(b) Day 14 — Suspension. If payment remains outstanding fourteen (14) days after the due date, the Vendor may suspend the Workspace. During suspension the Service is unavailable, but the Customer's data is retained intact and access is restored promptly on payment of the outstanding amount.

(c) Day 30 — Offboarding. If payment remains outstanding thirty (30) days after the due date, the Vendor may terminate the affected Order Form and commence offboarding under Clause 8.3.

8.1A Failed automatic collection. Where the hosted subscription checkout route in clause 4.2A of the Order Form applies, a recurring Fee whose automatic collection fails, is incomplete, is past due or is otherwise unpaid is an outstanding payment for the purposes of Clause 8.1, and the day-7, day-14 and day-30 steps run from the due date of the Billing Period concerned. The Vendor gives the day-14 and day-30 notices to the Customer's contract-notices address under clause 19.1 of the Master Services Agreement, and a notice generated by the payment provider does not replace them. The Customer may cure the outstanding payment by updating its payment method through the provider's authenticated customer portal.

8.2 Suspension does not toll the accrual of subscription fees for the then-current Billing Period, but no new Billing Period will be charged while the Workspace is suspended for non-payment.

8.3 Offboarding sequence. On any termination or expiry of an Order Form (including under Clause 8.1(c)):

(a) the Workspace is stopped and a final data snapshot is taken;

(b) the Customer may request an export of its data ("Export my data") during a 30-day grace period, during which offboarding is reversible on payment (in non-payment cases) or by written agreement;

(c) after the 30-day grace period, the Vendor runs the evidence-controlled hard-deletion process. A final Deletion Certificate is issued only after active-system deletion, the latest backup expiry, applicable provider zero-result readbacks and independent completion review;

(d) at the Customer's written election (including where needed to satisfy a GDPR/UK GDPR Article 17 obligation), the Vendor will bypass the return period and commence erasure without undue delay, with the five-Business-Day target for active systems in DPA Clause 13.3; lawful holds, immutable financial records and backup residuals are itemised with basis and expiry and reported separately under DPA Clause 13.3, and are not described as erased before the applicable readback or expiry evidence exists; the operational flag alone is not proof of deletion.

Where the Customer has more than one Order Form, the sequence in this Clause 8.3 applies only to the Workspace provisioned under the terminated Order Form; clause 6.4 of the Master Services Agreement governs the expiry or termination of the final Order Form.

8.4 Termination for non-payment does not release the Customer from paying amounts accrued up to the effective date of termination.

9. Disputed Invoices and Payment Reversals

9.1 The Customer must raise billing disputes in writing within ten (10) Business Days of the invoice date, providing reasonable supporting detail, consistently with MSA Clause 8.6, and the Customer may withhold only the portion of an invoice disputed in good faith and must pay the undisputed balance when due. The Vendor will review disputes in good faith against its billing and Workspace activation records.

9.2 The Customer agrees to use the process in this Policy before asking its financial institution to recall, reverse or otherwise dispute a payment, where that mechanism is available. Only the portion of an invoice subject to a genuine, timely dispute under Clause 9.1 is not treated as unpaid for the purposes of Clause 8 while the dispute is under review; the undisputed balance remains payable when due and remains subject to Clause 8.

10. General

10.1 This Policy may be amended for an existing Customer only in accordance with clause 20.4 of the Master Services Agreement — a variation recorded in writing and signed or affirmatively accepted by both parties, together with a supplemental manifest identifying the changed file and its SHA-256 value. Updating a website or later source file does not alter the frozen executed version, and no amendment reduces rights already accrued.

10.2 Notices under this Policy must be in writing. A notice given by the Customer under Clause 3.0, Clause 3 or Clause 5 is effective if given to any Vendor address stated in the Order Form or in this Policy (for the Vendor, jakub@novus-point.com). A notice of breach, suspension or termination given by the Vendor must be given in accordance with clause 19.1 of the Master Services Agreement and takes effect on the deemed-receipt basis stated there; operational and service communications may be given under clause 19.2 of that Agreement.

10.3 Governing law and jurisdiction. Clause 21 of the Master Services Agreement (governing law, jurisdiction and escalation, including the Vendor's right to seek injunctive or other equitable relief in any court of competent jurisdiction) applies to this Policy and to any non-contractual obligations arising out of it.

Withdrawn translations

No Polish or other translation forms part of this Policy. A translation may be created only from the final approved English file, professionally translated, legally reviewed, version/hash bound and kept outside the English execution bundle unless expressly approved.