This document sets out the General Platform Terms and Conditions (the T&Cs) between Emscote Arden Solutions FZC, trading as Register Labs (Provider or Register Labs), and any user (User or You) accessing or using the platform, website, or any related services (App). In case of conflict, this Agreement prevails.
This document, together with its Schedules A to E and G, forms the legally binding Register Labs Client Agreement (Agreement).

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1. General Acceptance and Structure

• Acceptance: By accessing or using the App, You agree to be bound by these T&Cs.

• Acceptance by Performance: By completing payment authorisation in Cantara after being provided with the Order Summary and a link to these T&Cs, the Client confirms its order, subscription, and acceptance of the Agreement. The Order Summary may be delivered by email.

• Incorporated Documents: The following form part of these T&Cs: Schedule A (Acceptable Use Policy), Schedule B (Security Overview), Schedule C (Service Level and Support), Schedule D (Data Processing Addendum), and Schedule E (Product Terms).

• Paid Services and Precedence: If you subscribe to paid services, the commercial terms, pricing, billing method, and termination notice periods are as set out in the applicable Order Summary, together with these T&Cs and Schedule G. If there is any inconsistency on a commercial matter, the Order Summary prevails over these T&Cs.​

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2. Definitions

• App or Apps means Register Labs’ blockchain enabled software platform or platforms.

• Client Content means documents, files, data, and metadata supplied by or on behalf of the User in connection with the App.

• Digital Assets means blockchain based tokens or units of value used for payments or rewards.

• Net Application Rewards means gross Application Rewards received by Register Labs, less all defined associated costs.

• Order Summary means the commercial summary presented to the Client at activation, including by email or in product screen, setting out the applicable fees, currency, billing method, term, rewards parameters, and any other client specific commercial terms. The Order Summary forms part of the Agreement.

• Personal Data has the meaning given in applicable data protection law and includes any information relating to an identified or identifiable natural person processed through the App.

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3. Service, Storage, and Regulatory Status

• Service: Register Labs operates blockchain enabled business applications built on the Canton Network.

• Client Hosted Storage (Mandatory): The User must connect its own AWS account and S3 for document storage. Register Labs does not host Client Content at rest. Access is not enabled until User storage is connected and validated.

• Regulatory Status: The Apps are not licensed financial services or investments. Participation carries no assurance of profit, interest, or value appreciation.

• Warranties: The App is provided "as is," without warranty of uninterrupted operation.

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4. Fees and Rewards

• Paid Subscription: Access to full App features requires an active subscription. Fees, billing cycles, currency, and payment method are as set out in the applicable Order Summary and are payable in advance via Cantara unless stated otherwise. Fees are exclusive of taxes; the Client is responsible for any VAT, GST, or similar taxes.

• Price Changes: Register Labs may change list prices from time to time. Changes do not affect a current billing period and will only take effect on renewal or on a new Order Summary, following notice to the Client. Promotional credits and rewards do not reduce subscription fees unless expressly stated in the Order Summary.

• No Refunds: Except where required by law, fees are non-refundable. Late payment may result in suspension, and interest may accrue at one percent per month, or the maximum permitted by law, whichever is lower.

• Rewards Program: Register Labs may distribute Net Application Rewards to paid subscribers based on the terms outlined in the Agreement and the applicable Order Summary. Reward amounts are variable, depend entirely on network conditions, and are not guaranteed.

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5. Term and Termination

• Rolling Term: The subscription is a monthly rolling term unless the Order Summary states otherwise.

• Termination by User: The User may terminate for convenience by giving the notice period stated in the Order Summary, or if not stated, thirty days written notice.

• Termination by Register Labs: Register Labs may suspend or terminate access immediately for material breach, violation of the AUP, misuse, reputational risk, regulatory concern, or non-payment of fees.

• Service Discontinuation: Register Labs may modify, suspend, or discontinue the App or its features upon providing reasonable advance notice to active subscribers.

• Activation Dependency: Service activation occurs after Register Labs validates the completed Schedule G, App Setup Checklist.

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6. Data Privacy and Security

• Role Allocation: For Personal Data processed via the App, the User is the Controller and Register Labs is the Processor. The parties comply with Schedule D, DPA.

• Security Measures: Register Labs implements safeguards as detailed in Schedule B, Security Overview.

• No Register Labs Custody: Document file bodies are never received or stored by Register Labs systems. They are stored exclusively in the User’s AWS S3 environment.

• Data Handling on Exit: On termination, Register Labs will delete User Personal Data from production systems within sixty days; backups age out within ninety days, subject to the immutable nature of on-ledger records.

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7. Intellectual Property, Liability, Confidentiality, and Indemnity

• Ownership: User Content remains the User’s property. The App, platform, and all improvements remain Register Labs’ intellectual property.

• Limitation of Liability (Cap): Register Labs’ total liability is limited to the total fees actually paid by the User in the twelve months preceding any claim, excluding any reward distributions. Register Labs bears no liability for any fluctuation in value, conversion, transferability, or usability of any digital assets distributed under this Agreement.

• Exclusions: Register Labs is not liable for indirect, consequential, or punitive damages, including loss of profits, data, or business interruption.

• Rate Confidentiality: The Client will keep all bespoke pricing, rewards percentages, and other commercial terms in the Order Summary confidential, save for disclosures required by law or to its professional advisers under a duty of confidentiality.

• Indemnity: The User will indemnify Register Labs against all claims arising from the User’s use of the App, breach of law or AUP, or misconfiguration or insecurity of the User’s AWS storage.

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8. Governing Law and Jurisdiction

• Governing Law: This Agreement is governed by the laws of the United Arab Emirates.

• Jurisdiction: The Parties submit to the exclusive jurisdiction of the courts of Sharjah, UAE.

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Schedule A: Acceptable Use Policy (AUP)

• The User shall not upload illegal, infringing, or malicious content.

• The User shall not bypass security or rate limits.

• The User shall not harass or violate third party rights.

• The User shall not misrepresent document authenticity.

• The User shall not attempt to access data or contracts not expressly permitted.

• The User shall not store documents anywhere other than User AWS S3.

• Register Labs may throttle, suspend, or remove content to protect the service.

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Schedule B: Security Overview

• Hosting Model: Documents are stored only in User AWS S3. Register Labs does not persist documents at rest.

• Transit and Access: TLS in transit, pre-signed S3 URLs, cross-account IAM with least privilege.

• Register Labs Systems: No document data at rest, application metadata only, including identifiers, categories, timestamps, and ledger references.

• Ledger Privacy: Only hash and minimal metadata on ledger, visibility limited to named parties or observers.

• Resilience: Disaster recovery for App components. The User is responsible for S3 backups, versioning, and lifecycle in its AWS.

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Schedule C: Service Level and Support (SLA)

• SLA Commencement: SLA applies from the Service Activation Date only, not during setup or deferred activation.

• Uptime Target: Ninety-nine point five percent monthly, excluding planned maintenance and third-party ledger outages.

• Support Hours: 09:00 to 17:00 GMT, business days.

• Priority One: Response target eight hours.

• Priority Two: Response target one business day.

• Priority Three: Response target two business days.

• Exclusions: User-caused issues, third-party or force majeure events, User AWS misconfiguration, permission errors, or infrastructure outages.

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Schedule D: Data Processing Addendum (DPA)

Defined Roles and Scope:

• Controller is the User, as named in the App account.

• Processor is Register Labs, Emscote Arden Solutions FZC.

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Data Subjects include User employees, contractors, suppliers, authorised end users, and any other individuals whose Personal Data is contained within the User Content uploaded to User AWS S3.

 

Category of Data and Processing Detail:

• Metadata is processed by Register Labs and includes user identifiers, contact details, IP addresses, App usage logs, and document metadata such as hash, file name, and ledger references.

• Document Content is processed in User S3 and may include any Personal Data contained within the documents or files uploaded by the User.

 

Nature of Processing: Generating and anchoring cryptographic proofs, performing metadata validation, and facilitating secure read or write access via pre-signed URLs. Register Labs does not process the document file bodies.

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Processor Obligations:

• Process Personal Data solely on the documented instructions of the Controller, including those set out in this DPA and the Agreement, unless legally required otherwise.

• Ensure all authorised personnel are subject to an appropriate statutory or contractual obligation of confidentiality.

• Implement the technical and organisational measures detailed in Schedule B. The Controller acknowledges that the security of the document content at rest is the sole responsibility of the Controller in its AWS environment.

• Subprocessing: The Controller provides general written authorisation for subprocessors listed on Register Labs’ public list, updated with notice. The Processor shall impose materially the same data protection obligations on its subprocessors.

• Assistance to Controller (Data Subject Rights): Promptly notify the Controller of any direct data subject request and, at the Controller’s cost, assist the Controller in fulfilling its obligation to respond.

• Breach Notification: Notify the Controller without undue delay, and in any case within seventy-two hours after becoming aware of a confirmed Personal Data Breach, and provide reasonable assistance.

• Deletion and Return: Following termination, delete or return all Personal Data as specified in Clause 6, subject to the immutable nature of on-ledger records.

• International Transfers: If processing involves a transfer of Personal Data from the EEA or UK to a non-adequate country such as the UAE, the Parties shall execute the EU Standard Contractual Clauses or the UK International Data Transfer Agreement, or an equivalent approved mechanism, which is incorporated by reference.

• Audit Rights: The Processor shall make available necessary information for the Controller to demonstrate compliance. The Controller may conduct reasonable, notice-based audits not more than once per year unless a material breach occurs, or rely on third-party security certifications provided by the Processor. Audits will be at the Controller’s cost.

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Schedule E: Product Terms (Supplier Compliance Vault, SCV)

• Scope: Supplier document intake, User-owned AWS S3 storage, Canton anchoring of cryptographic proofs for upload, renew and revoke, optional auditor observer, renewal reminders, export and reporting.

• Fair Use: Reasonable upload and API limits, for example fifty uploads per day per organisation, per document cool-down, same hash deduplication.

• Reward Generation: Operational interactions such as uploads, renewals, and revocations do not generate Application Rewards. Rewards relate only to subscription billing.