Terms
of Service.

To access MinuteMaster you must register for an Account. Registration requires you to provide your full name, a valid company email address, and the name of your organisation.

By registering, you confirm that you are at least 18 years of age, you have the authority to bind your organisation to these Terms, and all information provided is accurate, current, and complete.

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately at [email protected] if you become aware of any unauthorised use of your Account.

We reserve the right to refuse registration or suspend an Account where we reasonably believe that registration information is false, misleading, or in breach of these Terms.

One Account per organisation may be registered under these Terms unless otherwise agreed with us in writing. There is no limit on the number of Authorised User profiles you may create within a single Account.

MinuteMaster is a centralised, cloud-hosted platform for the end-to-end management of meeting governance, including the creation and management of agendas, meeting packs, AI-generated draft minutes from transcripts or recordings, electronic signatures, workflow distribution, filing, and reporting.

The Software is hosted on Microsoft Azure infrastructure based in Europe. CSL shall take all reasonable steps to keep the Software available 24 hours a day, 7 days a week, subject to clause 9 (Service Levels) and clause 14 (Force Majeure).

To use MinuteMaster you must operate a compatible web browser. As at the date of these Terms, MinuteMaster supports Microsoft Edge and Google Chrome. Use of any other browser may adversely affect performance. We will give you no less than 24 months' prior written notice of any change to the list of supported browsers.

You may access the Software via our web application and, where available, our mobile application. The mobile application is primarily intended for viewing content and may not support all editing or administrative functions.

Subject to these Terms and payment of any applicable Charges, CSL grants you a non-exclusive, non-transferable, worldwide licence during the Term to access and use the Software and any accompanying documentation for your internal business purposes, to allow your Authorised Users to access the Software, and to allow your third-party outsource service providers to use the Software solely to provide services to you, provided they are subject to confidentiality obligations no less protective than those in clause 11.

You must not sell, rent, sublicense, or lease the Software or access to it; create derivative works based on the Software; reverse engineer, decompile, or disassemble the Software except as permitted by applicable law; use the Software to compete with CSL or assist any third party to do so; use the Software in breach of any applicable law or regulation; permit anyone other than your Authorised Users or permitted outsource providers to access the Software; or remove or obscure any copyright notice, trademark, or proprietary marking on or visible within the Software.

Each Authorised User must access the Software using a unique email address and password. You are responsible for managing Authorised User access, keeping credentials confidential, and ensuring credentials are used only for their intended purpose.

You will use reasonable endeavours to prevent unauthorised access to, or use of, the Software, and will notify us promptly if you become aware of any such activity.

You must provide a valid payment method at the time you activate the Starter Package or sign up for a paid Subscription Tier. By providing a payment method you authorise CSL (or its payment processing provider) to charge that method for all applicable fees as and when they fall due under these Terms.

All subscriptions renew automatically at the end of each billing period unless you cancel in accordance with clause 7.5 or clause 13. You will not receive a separate renewal invoice before automatic billing; it is your responsibility to manage your subscription within your Account settings.

Where your subscription is about to auto-renew and the amount differs from your previous billing period, we will notify you by email no less than 7 days before the Billing Date.

If a payment fails, we will attempt to re-process it up to 3 times over 7 days. If payment remains outstanding, we may suspend access to your Account until payment is received and may charge interest on overdue amounts at a rate of 2% per annum above the Bank of England base rate, accruing daily. Where your Account is suspended for non-payment, you will retain access to export your Customer Data for a period of 45 days from the date of suspension.

You may cancel your subscription at any time by using the cancellation option within your Account settings or by contacting us at [email protected]. Cancellation takes effect at the end of your current billing period. No refunds are issued for any unused portion of a billing period upon cancellation, except as required by applicable law.

All fees stated are exclusive of VAT, GST, or any other applicable indirect taxes. Where applicable, these will be added to your invoice at the prevailing rate.

We may increase subscription fees annually by the lower of 5% or CPI (Consumer Prices Index), on no less than 30 days' prior written notice. We may also adjust prices outside this framework on no less than 30 days' prior written notice. If you do not wish to continue at the new price, you may cancel your subscription before the price increase takes effect and receive a pro-rata refund for any prepaid period after the cancellation date.

For all Subscription Tier customers, CSL will provide implementation and onboarding support at no additional cost, including up to eight hours of bespoke training (delivered via webinar, video, or written content), 'hypercare' support during the first month of your subscription, and access to our helpline from 9.00am to 5.30pm, Monday to Friday (excluding public holidays in Jersey).

Additional professional services are available at the following day rates: Lead Conversion Consultant — £800/day; Implementation Associate — £525/day; Implementation Junior — £350/day. These services are subject to a separate written agreement.

Support requests should be submitted to [email protected]. We aim to respond to all requests within one Business Day.

CSL shall use commercially reasonable endeavours to maintain at least 95% availability of the Software, measured on a monthly basis (the "Uptime Service Level").

Availability is measured in one-minute intervals assessing whether an availability test page within the Software responds within 20 seconds. Measurement begins on the 30th day after your subscription commences.

Availability does not include downtime caused by scheduled maintenance (of which we will give at least 3 days' prior notice), Force Majeure Events, your acts or omissions, your breach of these Terms, or use of an incompatible browser or operating environment.

If CSL fails to meet the Uptime Service Level for three consecutive months, you may terminate your subscription on written notice without incurring any early termination fees and will be entitled to a pro-rata refund of any prepaid subscription fees for the period after termination.

All intellectual property rights in and relating to the Software, the Platform, and all associated documentation vest in CSL or its licensors. Nothing in these Terms grants you any rights in or to the Software other than the licence set out in clause 4.

CSL warrants that it has all rights necessary to grant the licence in clause 4, and that your use of the Software in accordance with these Terms will not infringe the intellectual property rights of any third party.

You retain all intellectual property rights in your Customer Data. You grant CSL a non-exclusive, worldwide licence to copy and use your Customer Data solely for the purpose of providing the Software and services under these Terms.

Where you provide us with feedback, suggestions, or ideas regarding the Software, you grant CSL a perpetual, irrevocable, royalty-free licence to use and incorporate such feedback into the Software or our services, without any obligation to compensate you.

Each party shall comply with applicable data protection legislation, including the UK Data Protection Act 2018, the UK GDPR, and (where applicable) the EU GDPR and the Jersey Data Protection (Jersey) Law 2018.

Where CSL processes personal data on your behalf in the course of providing the Software, CSL acts as data processor and you act as data controller. CSL will process such personal data only on your documented instructions, implement appropriate technical and organisational security measures, ensure persons authorised to process the data are bound by confidentiality, not engage sub-processors without your prior consent, assist you in responding to data subject rights requests, notify you without undue delay in the event of a personal data breach, and on termination return or securely delete all personal data except where retention is required by law.

CSL also processes certain personal data as data controller for administering your Account, billing, security, and compliance. Details are set out in CSL's Privacy Policy, available at minute-master.com/privacy-policy/. For data protection enquiries, please contact [email protected].

CSL will not sell your personal data.

All personal data is stored and processed within the EEA or UK. Any transfer outside these regions will be made only in accordance with applicable data protection legislation.

You warrant that you have all necessary authority, consents, or other lawful basis to transfer personal data to CSL for processing under these Terms.

You are solely responsible for the accuracy, legality, and content of all Customer Data you upload or transmit through the Software.

You grant CSL a limited licence to host, store, and process Customer Data solely for the purpose of providing the Software and services to you.

On termination of your Account (for any reason), you may request a copy of your Customer Data at any time up to 90 days after the date of termination, in a format reasonably specified by you, at no charge. After this period, CSL may delete your Customer Data permanently and without further notice.

CSL will perform regular automated backups of Customer Data and will implement reasonable disaster recovery procedures. Backups are not a substitute for your own data retention obligations.

These Terms apply from the Effective Date until your Account is terminated.

You may terminate your Account at any time by cancelling your subscription within your Account settings or by contacting us at [email protected]. Termination takes effect at the end of your current billing period.

CSL may suspend or terminate your Account immediately on written notice if you materially breach these Terms and fail to remedy it within 14 days of notice; fail to pay any undisputed amount due and such failure continues for more than 10 Business Days after a payment reminder; you become insolvent or have a receiver or administrator appointed; or we reasonably believe your use of the Software poses a security risk or causes harm to CSL or any third party.

On termination, your licence to use the Software ceases immediately, all outstanding amounts become immediately due and payable, you may retrieve your Customer Data in accordance with clause 12.3, and provisions that by their nature should survive termination (including clauses 10, 11, 12, 14, 15, and 16) shall continue in full force and effect.

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemic, flood, fire, war, civil disorder, terrorism, government action, or failure of third-party internet infrastructure (each a "Force Majeure Event").

The affected party must notify the other as soon as reasonably practicable, use reasonable endeavours to mitigate the impact, and resume performance as soon as possible.

If a Force Majeure Event continues for more than 3 months, either party may terminate the affected subscription on 30 days' written notice; in that case, CSL will refund any prepaid fees for the period after termination.

CSL will indemnify you against any third-party claim that your use of the Software in accordance with these Terms infringes that third party's intellectual property rights, provided that you notify CSL promptly in writing of the claim, allow CSL to conduct the defence, and provide reasonable assistance at CSL's cost. This indemnity does not apply to the extent the claim arises from any modification of the Software by you, or your use of the Software in a manner not permitted by these Terms.

You will indemnify CSL against any third-party claim arising from your Customer Data, including any claim that it infringes a third party's intellectual property rights or violates applicable data protection legislation.

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the indemnities in clause 15, breach of clause 11 (Data Protection), or any liability that cannot be excluded or limited by law.

Subject to clause 16.1, CSL's total aggregate liability to you in connection with these Terms is limited to the total subscription fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

Subject to clause 16.1, neither party will be liable to the other for any indirect or consequential loss, loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such loss.

The limitations in clauses 16.2 and 16.3 will not apply to liability arising from deliberate default.

Each party will treat as confidential all information received from the other that is identified as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure, and will apply at least the same degree of protection it applies to its own confidential information of a similar nature.

Neither party will disclose the other's confidential information to any person except its own employees or contractors who need to know, its professional advisers, or as required by law or any regulatory authority.

The obligations in this clause do not apply to information that was already in the receiving party's possession before disclosure, is or becomes publicly available other than through a breach of this clause, or is independently developed without reference to the disclosing party's information.

These obligations survive termination of these Terms.

CSL warrants that it has the authority to enter into these Terms and to grant the rights described in clause 4; the Software will substantially conform to its functional description as published on the MinuteMaster website; the Software and Platform will be hosted and operated with reasonable skill and care; it holds and will maintain all necessary regulatory approvals to provide the Software; and it will take commercially reasonable steps to keep the Software free from viruses and malicious code.

CSL does not warrant that your use of the Software will be uninterrupted or error-free. CSL is not liable for defects arising from your misuse of the Software, your failure to follow our instructions, use of an incompatible browser or environment, or your Customer Data.

Except as expressly stated in these Terms, the Software is provided "as is" and, to the fullest extent permitted by law, CSL excludes all implied warranties, conditions, and terms, including as to satisfactory quality, fitness for purpose, or non-infringement.

CSL may update these Terms from time to time. Where a change is material, we will notify you by email no less than 30 days before the change takes effect. Your continued use of the Software after that date constitutes your acceptance of the updated Terms.

You may not assign or transfer your rights or obligations under these Terms without CSL's prior written consent. CSL may assign these Terms to any Affiliate or successor business without your consent, provided the assignee undertakes to honour all obligations owed to you under these Terms.

No term of these Terms is enforceable by any person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or any equivalent legislation.

These Terms (together with any applicable Order Form) constitute the entire agreement between the parties in relation to the subject matter, and supersede all prior representations, discussions, and agreements.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

A failure or delay by either party in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy.

Notices under these Terms must be in writing and may be delivered by hand, prepaid registered post, or email. Notices to CSL should be sent to [email protected].

Both parties will comply with all applicable anti-bribery and anti-corruption legislation, including the UK Bribery Act 2010.

Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship between the parties.

These Terms and any non-contractual obligations arising from or in connection with them are governed by English law. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that CSL reserves the right to seek injunctive or other equitable relief in any jurisdiction.

CSL is incorporated in Jersey, a Crown Dependency with its own legal system distinct from that of England and Wales. Certain matters relating to CSL's corporate existence, capacity, and statutory obligations may therefore engage Jersey law regardless of the governing law chosen in these Terms.

Before commencing any legal proceedings (other than seeking emergency injunctive relief), the parties will attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days from the date either party gives written notice of the dispute to the other.

If the dispute is not resolved through negotiation, either party may refer the dispute to mediation under the CEDR (Centre for Effective Dispute Resolution) Mediation Procedure. The mediation will take place in London, in English. If mediation fails to resolve the dispute within 3 months of the referral, either party may commence court proceedings.