Terms of Service

TERMS OF SERVICE outercircl limited | outercircl.com AGREEMENT TO OUR LEGAL TERMS We are outercircl limited ('Company', 'we', 'us', or 'our'), a company registered in Ireland at 136 Capel St, County Dublin D01 T2C9, Ireland. We operate the website https://outercircl.com (the 'Site'), the mobile application outercircl (the 'App'), as well as any other related products and services that refer or link to these Legal Terms (collectively, the 'Services' or the 'Platform'). We provide a social wellness platform that enables users to create, discover, and join in-person events, activities, and community groups. All events and activities made available through the Platform are created, organized, and managed entirely by users, not by the Company, unless expressly and clearly labeled in writing by us as 'Company-Sponsored.' You can contact us by email at [email protected] or by mail to 136 Capel St, County Dublin D01 T2C9, Ireland. These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ('you'), and outercircl limited, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. Updated 8 October 2026. We may change the Services and these Terms over time. Section 22 explains how we tell you about changes to the Services, and Section 23 explains how we tell you about changes to these Terms: for any change that is not simply in your favour you get at least 30 days' notice and the right to cancel before it takes effect, with a refund of anything you have paid for a period you will not receive. Security fixes, bug fixes, and changes required by law may take effect sooner. The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services. Nothing in these Terms is intended to exclude or limit any rights you may have under mandatory consumer or data protection laws in your country of residence.

1. DEFINITIONS AND TERMINOLOGY

Throughout these Terms, the following definitions apply. Understanding these terms is important as they define the scope of the Company's role, your rights and obligations, and the limits of the Company's liability.

1.1 Platform Terminology - Events

The following terms are used interchangeably throughout these Terms and across the Platform, and all refer to the same concept - a gathering, activity, or community group created and managed by a user:

• 'User Event' - the primary legal term used in these Terms for any in-person or online gathering, activity, group, or community meeting created and organized by a user through the Platform.
• 'Circl' - a user-created group, recurring community, or ongoing activity organized around a shared interest or identity.
• 'Meetup' - a single or informal gathering organized by a user.
• 'Activity' - a user-organized event involving a physical, recreational, sporting, wellness, or social pursuit.
• 'Group' - a user-created community organized around a shared interest, identity, or purpose, which may organize one or more User Events.

Where these Terms refer to 'User Events,' that term encompasses all of the above. The use of different terminology on different parts of the Platform is for user experience purposes only and does not alter the legal rights or obligations set out in these Terms.

1.2 Key Parties

• 'Host' - a user who creates, organizes, manages, or operates a User Event through the Platform. A Host acts entirely in their own independent capacity and is not an agent, employee, representative, or partner of the Company.
• 'Participant' - a user who joins, attends, registers for, or takes part in a User Event organized by a Host.
• 'Company-Sponsored Event' - an event expressly and clearly designated in writing by the Company as organized and hosted directly by outercircl limited. Unless an event carries this specific written designation, it is a User Event for all purposes of these Terms.
• 'Platform Payment System' - the payment processing infrastructure provided exclusively through Stripe Connect, as further described in Section 10, which constitutes the only authorized and protected method of making and receiving payments in connection with User Events on the Platform.
• 'Off-Platform Payment' - any payment made or received in connection with a User Event outside of the Platform Payment System, including cash, bank transfer, third-party payment apps, cryptocurrency, or any other method not processed through the Platform's Stripe Connect integration.
• 'Small Group' - Added 5 October 2026. The group of roughly three to five Participants that the Platform puts together automatically for an Activity, as described in Section 5.11. A Small Group is not a 'Group' in the sense of Section 1.1.
• 'Friend' - Added 5 October 2026. Another user who has accepted your friend request, or whose friend request you have accepted (Section 5.12). 'Direct Message' means a private message between two Friends.
• 'Circl Pro' - Added 5 October 2026. The Company's optional paid subscription for Hosts, described in Sections 10.8 and 13.6.
• 'Venue' or 'Place' - Added 5 October 2026. A caf\u00E9, pub, or other business that takes part in Circl Places, where members collect stamps and use rewards (Sections 10.8 and 11.4).
• 'Seller' - Added 5 October 2026. The Host or Circl owner to whom a ticket or Circl membership payment is made, as identified in Section 10.3. The Seller is the trader you buy a ticket or membership from; the Company is not. 'Seller Transaction' means such a ticket or membership payment (Section 10.9).

1.3 Insurance Terminology

• 'Public Liability Insurance' - insurance covering a Host against legal liability to third parties for bodily injury, illness, death, or property damage arising from their User Event.
• 'Personal Accident Insurance' - insurance providing cover to individuals for accidental bodily injury, disability, or death sustained during participation in an activity or event.

The Company does not provide, arrange, or underwrite any insurance and does not verify whether any Host holds any coverage. See Section 7 for full insurance obligations.

2. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

3. ELIGIBILITY AND ACCOUNTS

You must be at least 18 years old and capable of entering into a binding contract to use the Platform. You are responsible for:

• providing accurate account information and keeping it up to date; and
• maintaining the confidentiality of your login details and for all activities that occur under your account.

We may refuse registration, close accounts in the circumstances and with the notice set out in Section 14, or reclaim usernames that impersonate someone or break Section 5.7, as permitted by applicable law. You can delete your account at any time from Settings; Section 11.5 explains what happens when you do.

4. ROLE OF THE PLATFORM - NEUTRAL INTERMEDIARY

THE PLATFORM IS A NEUTRAL TECHNOLOGY INTERMEDIARY ONLY. Our role is limited to providing the software infrastructure that enables users to create, list, discover, and join User Events. The Company does not operate as an event organizer, promoter, venue operator, activity provider, employer, principal, or agent in connection with any User Event.

4.1 All Events Are User-Generated and User-Managed

Every User Event - whether referred to as a Circl, Meetup, Activity, Group, or by any other name - is created, organized, managed, operated, and hosted entirely by Hosts, not by the Company. This applies regardless of whether the User Event is free or paid, one-off or recurring, held in a public space or private venue, open to all users or restricted to a specific community, or whether the Company provides technical tools to facilitate the event's creation or promotion. THE COMPANY HAS NO INVOLVEMENT IN THE PLANNING, ORGANIZATION, OPERATION, SUPERVISION, STAFFING, SAFETY MANAGEMENT, INSURANCE ARRANGEMENTS, OR CANCELLATION OF ANY USER EVENT. The mere fact that a User Event is listed, promoted, or accessible through the Platform does not imply any Company involvement, endorsement, approval, sponsorship, or assumption of responsibility.

4.2 Hosts Act Independently - No Agency Relationship

Hosts act entirely in their own capacity as independent individuals or organizations. No Host, Participant, or user is an employee, contractor, agent, representative, or partner of the Company for any purpose whatsoever. Nothing in these Terms or on the Platform creates or implies any agency, partnership, joint venture, franchise, employment, or fiduciary relationship between the Company and any Host or user.

4.3 No Endorsement or Guarantee

The Company does not endorse, verify, approve, certify, or guarantee any User Event, Host, Participant, venue, activity, or outcome. The Company makes no representations or warranties regarding the accuracy of any event listing, the qualifications or character of any Host or Participant, the safety or legality of any User Event, or whether any User Event will take place as described, or at all.

5. USER-GENERATED CONTENT, FRAUD ADVISORY, AND PLATFORM SAFETY

5.1 User Responsibility for Content and Events

'User Content' means anything you add to the Platform: your profile name, photo, 'About you' text and interests; activity and Circl titles, descriptions, meeting-point details and photos; Circl names, logos, banners and announcements; messages and photos in a Circl chat or an activity group chat; Direct Messages to a Friend; Circl ideas; reviews and ratings, if we offer them; and reports you send us. You are solely and exclusively responsible for your User Content and for the creation, organization, management, operation, safety, legality, insurance arrangements, and outcome of any User Event you host or organize. By creating a User Event or posting User Content, you represent and warrant that:

• you have all necessary rights, licences, consents, and permissions in respect of your User Content, and that any photo you upload is yours to use and shows only people who have agreed to appear in it;
• your User Content and User Event will not violate these Terms, our policies, applicable law, or the rights of any third party;
• you have obtained or will obtain all necessary permits, licences, and authorizations required to hold your User Event; and
• all information in your event listing is accurate, truthful, complete, and not misleading. Hosts are responsible for the accuracy of their activity and Circl descriptions, including the price, time, place and what is included.

5.2 Prohibition on Fraudulent, False, or Misleading Listings

You must not create or promote any User Event listing that is false, fraudulent, misleading, deceptive, or materially inaccurate. Without limiting the foregoing, you must not:

• create an event listing with no genuine intention of holding the event;
• collect payments from Participants for an event that you know or intend will not take place;
• misrepresent your identity, qualifications, credentials, or affiliation in an event listing;
• misrepresent the nature, location, cost, timing, or content of a User Event; or
• use the Platform to collect payments and then cancel, disappear, or fail to perform without a legitimate reason.

Any breach of this section may result in immediate account termination, reporting to relevant law enforcement authorities, and civil legal action by affected users or the Company. The Company expressly disclaims all liability for any loss suffered by a Participant as a result of a fraudulent, false, or misleading User Event listing created by a Host.

5.3 Fraud Advisory - User Guidance and Reporting

The Company takes platform safety seriously and makes reasonable efforts to identify and remove fraudulent, suspicious, or harmful User Event listings. However, given the open and user-generated nature of the Platform, the Company cannot guarantee that all fraudulent activity will be detected, prevented, or removed in a timely manner. IMPORTANT SAFETY NOTICE: The Company strongly advises all users to exercise caution and use their best judgment when interacting with other users, viewing event listings, and making any payments in connection with User Events. When assessing the legitimacy of a User Event or Host, the Company recommends that users:

• review the Host's profile, history, and any available reviews or ratings before committing to attend or pay for a User Event;
• be cautious of event listings that request payment outside of the Platform Payment System (see Section 6 regarding Off-Platform Payments);
• be alert to listings that seem unusually vague, offer unrealistic promises, or pressure you to pay quickly or outside of normal channels;
• verify the details of any User Event - including the venue, time, and Host identity - before attending; and
• trust your instincts - if something feels wrong about an event or Host, do not attend and do not pay.

If you encounter a User Event listing, Host profile, or user behaviour that you believe may be fraudulent, deceptive, illegal, or harmful, please report it to us immediately at [email protected] or through the reporting tools available on the Platform. The Company will investigate reports in good faith and take action where we reasonably determine that these Terms or applicable law have been violated. HOWEVER, THE COMPANY CANNOT GUARANTEE THAT ALL FRAUDULENT OR HARMFUL ACTIVITY WILL BE DETECTED OR PREVENTED, AND THE COMPANY ACCEPTS NO LIABILITY FOR ANY LOSS, HARM, INJURY, OR DAMAGES SUFFERED BY ANY USER AS A RESULT OF FRAUDULENT, DECEPTIVE, OR HARMFUL CONDUCT BY ANY OTHER USER, WHETHER OR NOT SUCH CONDUCT WAS REPORTED TO THE COMPANY OR KNOWN TO THE COMPANY AT THE TIME OF THE RELEVANT EVENTS. Reporting a suspected fraudulent or harmful Host or event to the Company does not create any obligation on the Company to take any specific action, does not guarantee that the relevant content or account will be removed, and does not give rise to any liability on the part of the Company if the reported conduct subsequently causes harm.

5.4 Company Has No Obligation to Monitor

We do not have any general obligation to monitor, review, moderate, or verify User Content or User Events, and we do not read your chats or messages as a matter of course. We do act on reports (see Section 5.8). We may, entirely at our discretion, remove content or events, or suspend or terminate accounts, where we reasonably believe these Terms, our policies, or applicable law are violated - but this discretion does not create any duty to do so, and our failure to act does not constitute endorsement or approval of any User Content or User Event.

5.5 Company Not Liable for User Content or User Events

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH:

• any User Content posted, uploaded, or transmitted by any user;
• the accuracy, completeness, legality, or suitability of any User Event listing or description;
• the cancellation, postponement, modification, unexpected cancellation, non-performance, or fraudulent creation of any User Event by a Host;
• any injury, illness, death, loss, damage, or harm suffered by any person in connection with any User Event;
• the conduct, acts, omissions, misrepresentations, or fraud of any Host, Participant, or third party; or
• any failure by a Host to obtain or maintain adequate insurance coverage for their User Event.

YOUR SOLE RECOURSE IN RESPECT OF ANY DISPUTE, CLAIM, OR GRIEVANCE RELATED TO A USER EVENT IS AGAINST THE HOST OF THAT EVENT, NOT AGAINST THE COMPANY. Updated 5 October 2026. This does not take away any claim you have against the Company for something the Company itself did or failed to do (for example, a fault in the Platform or a breach of our own obligations under these Terms), which is dealt with in Section 19 and is always subject to your statutory rights (Section 13).

5.6 You Own Your Content; the Licence You Give Us

Updated 5 October 2026. You keep ownership of your User Content, and nothing in these Terms transfers it to us. So that we can run the Platform, you grant the Company a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display, transmit, and adapt your User Content (for example, resizing, cropping, or compressing a photo, or making a thumbnail or preview of it), and to review and moderate it under Section 5.8, only as needed to operate, secure, and improve the Platform and to show your content where you have chosen to share it (for example, an activity's title and photo in the feed, in a notification to the people in it, in its share preview, or on its public page). We may let the service providers who host and deliver the Platform for us (listed in the Privacy Policy) do these things on our behalf. We do not sell your User Content, we do not license it to advertisers, and we will ask you first before using a photo or words of yours in our own advertising or marketing. The licence ends when you delete the content or your account, except for: copies kept for a short time in backups until they are overwritten; content other people have already received (for example, a message you sent to a Friend, which stays in their chat until you delete it, or a notice sent to a group); and records we must keep by law or to deal with an open report, dispute, or legal claim (see Section 11.5). If you send us feedback or suggestions about the Platform, we may use them freely without owing you anything.

5.7 Content Rules

You must not post, send, or share any User Content that:

• harasses, bullies, threatens, or intimidates anyone, or encourages others to do so;
• attacks or demeans people on the basis of a protected characteristic (hate speech);
• contains nudity, pornography, or sexual content, or sexualises anyone;
• is illegal, promotes illegal activity, or infringes someone else's copyright, trade mark, or other rights;
• promotes or glorifies violence, terrorism, or self-harm, or offers or advertises weapons, illegal drugs, or other illegal goods or services (Added 5 October 2026);
• is spam, a scam, unsolicited advertising, or a link to malware;
• impersonates another person, Host, Circl, venue, or the Company, or misrepresents who you are;
• shares another person's personal data (such as their phone number, address, workplace, photo, or private messages) without their consent;
• involves anyone under 18 - the Platform is for adults only, and you must not add, describe, or photograph minors as participants; or
• is otherwise abusive, deceptive, or harmful.

Hosts and Circl organisers must follow these rules in their descriptions, photos, announcements, and chats, and are expected to keep their Circl's chat within them.

5.8 Reporting, Review, and Enforcement (Notice and Action)

Updated 5 October 2026. You can report any message, profile, activity, Circl, or Circl idea from within the Platform, or by emailing [email protected]. A report should say what the content is, where it is, and why you think it breaks these Terms or the law; if you believe the content is illegal, say so and, where you can, tell us which law. The person you report is not told who reported them. To deal with a report, outercircl staff (people, not automated tools) read the reported content and, where needed, nearby context, and may contact the people involved. We review reports promptly, carefully, and without bias, and we tell the person who made the report what we decided where we have a way to contact them. What we may do: remove or hide content, add a warning, restrict features (such as chat or hosting), move someone to a different Small Group, suspend or close an account, and, where the law requires or allows, pass information to the Garda S\u00EDoch\u00E1na or another authority. We may also act on content we come across ourselves, not only on reports. Repeated or serious breaches lead to account closure under Section 14. Statement of reasons. If we remove or restrict your content, your features, or your account, we will tell you by email or in the Platform what we did, which content it concerned, why (the rule in these Terms or the law we relied on, and whether we acted on a report or on our own initiative), and how to challenge the decision - unless telling you would put someone at risk, prejudice an investigation, or the law prevents it. Where the content was plainly illegal or part of a wide spam or scam pattern, the statement may be short. Challenging a decision. If you think we got it wrong - whether we removed your content, restricted your account, or decided not to act on your report - email [email protected] within six months of the decision, quoting the decision and explaining why. A person who was not involved in the original decision, where we have one, will look at it again and reply. Using this route is free and does not stop you using the courts (Section 20) or, where available, a certified out-of-court dispute settlement body under the EU Digital Services Act. You can also raise concerns about how we handle illegal content with Coimisi\u00FAn na Me\u00E1n, Ireland's Digital Services Coordinator (cnam.ie). Misuse of reporting. Added 8 October 2026. If you repeatedly send reports that are manifestly unfounded, we will warn you first and may then suspend your use of the reporting tools for a reasonable period; the same applies to repeated manifestly unfounded challenges. We decide this case by case, looking at how many such reports you sent, what share of your reports they make up, how serious they were, and what you appear to have intended. You can challenge a suspension in the same way as any other decision. Contact point. Updated 8 October 2026. outercircl limited is a hosting service provider under the EU Digital Services Act (Regulation (EU) 2022/2065). For the purposes of that Act, our single point of contact for users, and for Member State authorities, the European Commission and the European Board for Digital Services, is [email protected], and you may write to us in English or Irish.

5.9 Chats and Direct Messages Are Private, Not End-to-End Encrypted

Circl chats are visible to that Circl's followers and members; activity group chats are visible to the people in that activity's group and its Host; direct messages are visible only to the two friends in the conversation. These spaces are private in the sense that other members and the public cannot see them. They are not end-to-end encrypted: messages are stored on our servers so they can be delivered, shown in notifications, exported, and reviewed when reported (Section 5.8). You can delete your own messages at any time; Circl organisers can also delete messages in their Circl's chat. Do not share passwords, bank details, or other sensitive information in any chat.

5.10 Blocking

You can block any other user from their profile or chat. Blocking removes any friendship or friend request between you, and stops the blocked person seeing your profile or messaging you, and you seeing theirs. If you are both in a small group for an activity that has not started yet, we move the blocked person to a different group where we can. Blocking does not remove either of you from a Circl or from an activity's wider attendance; use the report tools or contact the Host if you need help. We do not tell someone they have been blocked.

5.11 Small Groups, Meeting Points, and Attendance

Added 5 October 2026. When you attend an Activity, the Platform automatically puts you in a Small Group of roughly three to five people so that nobody arrives alone. The grouping is done by software on our servers using signals that are never shown to the Host or to other members: the 'vibe' you pick when you tap attend, your interests, whether it is your first time at that kind of activity, the age range you chose (if any), your gender only where the Host has set a gender tag for that Activity, your answer to the Host's one optional question where the Host is on Circl Pro (for example, your pace), and your private 'Would you meet up with this group again?' answers from past activities. Updated 19 October 2026: if either of two people answered 'not really' about a past group the other was in, we try to keep them apart; 'yes' answers are saved but not used for grouping; and we avoid putting you mostly with people you have been grouped with on other activities in the last 90 days (about half of your group at most), where friends you bring along on the same Activity don't count. These are preferences, not rules, and give way where there is no other way to keep groups the right size. A Host can see who is in each group and can move people between groups, but is not told why people were grouped together. For bigger activities, groups are revealed to members about 24 hours before the start, and until then you only see that you have a place. Groupings are a convenience to make meeting people easier; they are not an assessment of you, they have no legal or similarly significant effect on you, and you can ask us about a grouping or to be moved (email [email protected]) at any time. The Privacy Policy explains the logic in more detail. A Host decides where an Activity meets. The general area of an Activity is public; the exact meeting point, if the Host adds one, is shown only to confirmed Participants (in the Activity's group chat), never on the public listing. Hosts and Circl organisers see the full list of people who have joined and, once the Activity has started, who tapped 'I'm here' or was recorded as present. Friends can see that you are going to an Activity; other members cannot see who is attending until they are in the Activity with you. If a Host or the Platform cancels your place (for example, because you were not confirmed before the start), Section 6.2 explains any refund.

5.12 Friends and Friend Requests

Added 5 October 2026. People you have been to an Activity with can see your name and profile photo, and can send you a friend request. Your interests and 'About you' text, and Direct Messages, are only for Friends. You can accept, decline, or ignore a request; the sender is never told that you declined. You can unfriend someone at any time, and blocking them (Section 5.10) ends the friendship as well. You must not use friend requests or Direct Messages to spam, to sell, or to contact someone who has asked you to stop.

5.13 Copyright and Other Rights Complaints

Added 5 October 2026. We respect other people's intellectual property and expect you to do the same. If you believe content on the Platform infringes a copyright, trade mark, or other right you own or represent, tell us at [email protected] with the subject "Copyright complaint", or use the "Report copyright infringement" link on our Contact page, which pre-fills the subject for you. We are an Irish company, so this is not a notice under the US Digital Millennium Copyright Act (DMCA) and we do not have a US-registered DMCA agent; we handle complaints under Irish and EU law (the European Union (Copyright and Related Rights in the Digital Single Market) Regulations 2021, the E-Commerce Directive as implemented in Ireland, and the EU Digital Services Act), and the same contact works for rights-holders anywhere in the world. What to include so we can act quickly: (a) your name and an email address we can reply to, and, if you are acting for someone else, who you represent; (b) what the protected work is (a link or a description is fine); (c) exactly where the content is on the Platform (a link, or the activity, Circl, chat, or profile it appears in, and roughly when it was posted); (d) why you believe its use is not authorised by the rights-holder, their agent, or the law; and (e) a statement that the information in your notice is accurate and that you believe in good faith that you are, or are authorised to act for, the owner of the right concerned. We may ask for more detail where a notice is unclear. Knowingly sending a false complaint may make you liable for the harm it causes, and we may ignore repeat bad-faith complaints. What we do: a person reviews the notice and, if it is complete and credible, we remove or disable access to the content promptly - normally within a few working days, sooner for clear cases - and tell the person who posted it what was removed and why (Section 5.8), giving them your stated reason but not your contact details unless the law requires it or you agree. That person may reply to us with a counter-notice explaining why they believe the content is not infringing (for example, they own it or have permission). If they do, we may tell you about it and may restore the content after a reasonable period unless you tell us you have begun legal proceedings. Decisions can be challenged as described in Section 5.8. Repeat infringers. We close the accounts of people who repeatedly infringe other people's rights, and we may do so after a single serious case.

5.14 Removal by Circl Organisers and Hosts

Added 8 October 2026. A Circl's owner and its managers can remove a follower or member from that Circl, and a Host can decline or remove a Participant from their User Event. This is their own decision as users running their Circl or User Event, not a decision of the Company, and Section 5.8 does not apply to it. A person removed from a Circl cannot follow or join it again unless an organiser reverses the removal, and a person removed from a User Event cannot join it again. Money is handled as these Terms set out: a Participant removed from a paid User Event is refunded in full (Section 6.2), and a paying member removed from a Circl is refunded for the part of the current period they have already paid for and cannot use (Section 13). Organisers and Hosts must not remove anyone for a reason that is unlawful, including discrimination prohibited by Section 12 or by Irish or EU law. If you think a removal was abusive or unlawful, you can report the Circl or the Host to us (Section 5.8), and we may act against the organiser or Host under these Terms.

6. EVENT CANCELLATIONS, OFF-PLATFORM PAYMENTS, AND USER DISPUTES

6.1 Unexpected Event Cancellation

User Events may be cancelled, postponed, rescheduled, or materially altered at any time and for any reason by the Host, without prior notice to the Company or to Participants. Reasons for cancellation may include, without limitation: the Host's personal circumstances; insufficient attendance or registrations; venue unavailability; weather or environmental conditions; force majeure events affecting the Host; or any other reason at the Host's sole discretion. THE COMPANY HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR THE CANCELLATION, POSTPONEMENT, RESCHEDULING, OR MATERIAL ALTERATION OF ANY USER EVENT BY A HOST. THE COMPANY DOES NOT GUARANTEE THAT ANY USER EVENT WILL TAKE PLACE AS LISTED, AT THE STATED TIME OR LOCATION, OR AT ALL. Participants acknowledge and accept that:

• User Events may be cancelled or altered unexpectedly and without advance warning, including on the day of the event;
• the Company will not always be aware of a cancellation or alteration at the time it occurs;
• the Company has no obligation to notify Participants of event cancellations or changes, as this responsibility rests solely with the Host;
• Participants attend any User Event at their own risk, including the risk that the event may not proceed as described; and
• the Company has no obligation to compensate, reimburse, or otherwise make good any loss suffered by a Participant as a result of an unexpected cancellation or alteration, including travel, accommodation, or other costs incurred in preparation for the event.

In the event of a cancellation or material alteration, Participants should contact the Host directly. Where a Participant has made a payment for the cancelled or altered event, the provisions of Section 6.2 apply.

6.2 Host Cancellation and Refund Responsibility

Where a Host collects payment from Participants in connection with a User Event - whether through the Platform Payment System or by any other means - and the Host subsequently cancels, postpones, materially alters, or fails to deliver the User Event as described, any obligation to issue a refund to Participants rests solely and exclusively with the Host, not with the Company. THE COMPANY IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE REFUNDS IN RESPECT OF ANY PAYMENT MADE BY A PARTICIPANT TO A HOST FOR A USER EVENT, REGARDLESS OF WHETHER THAT EVENT WAS CANCELLED, POSTPONED, ALTERED, NOT DELIVERED AS DESCRIBED, OR FRAUDULENTLY LISTED. Where a Host cancels a paid User Event through the Platform, the Platform automatically instructs Stripe to refund each ticket bought through the Platform Payment System in full, including the Company's platform fee. That refund is paid from the Seller's own Stripe account (see Section 10.3), not by the Company. If an automatic refund cannot be completed (for example, because the Seller's Stripe account is disconnected or restricted), the date stays live and the Host is told to resolve it before cancelling. The same automatic full refund applies where a Participant who paid is declined or removed by the Host, withdraws a request that was never confirmed, or has not been confirmed by the time the User Event starts. A Participant who cancels a confirmed place themselves is not refunded automatically; any refund in that case is at the Host's discretion. The exception is where the Host changes the date, time or location of a paid User Event after the Participant booked: if the Participant then cancels before it starts, their ticket is refunded in full automatically. Updated 5 October 2026. Because a ticket is for a leisure activity on a specific date, the general 14-day right to cancel an online purchase does not apply to it (Section 13.8); the refund promises in this Section 6.2 are what apply instead, together with your statutory rights against the Seller if the activity is not provided as described. Participants who have paid a Host for a User Event that has been cancelled or not delivered should:

• contact the Host directly to request a refund in the first instance;
• if unresolved, and where payment was made through the Platform Payment System, contact their card issuer or Stripe to initiate a dispute or chargeback in accordance with the applicable dispute resolution process; and
• where fraud or criminal conduct is suspected, report the matter to their local law enforcement authorities.

The Company may, entirely at its discretion, assist in facilitating communication between Hosts and Participants in connection with a dispute, but has no obligation to do so and any such assistance does not constitute an assumption of liability by the Company.

6.3 Off-Platform Payments - Warning and Disclaimer

WARNING: THE COMPANY STRONGLY ADVISES ALL USERS NOT TO MAKE OR ACCEPT ANY PAYMENT IN CONNECTION WITH A USER EVENT OUTSIDE OF THE PLATFORM PAYMENT SYSTEM. The Platform Payment System - provided exclusively through Stripe Connect - is the only payment channel through which the Company can offer any form of payment record, dispute facilitation, or chargeback pathway in connection with User Events. Payments made outside of the Platform Payment System ('Off-Platform Payments') are made entirely at the user's own risk. Off-Platform Payments include, without limitation: cash payments; bank transfers; payments via third-party apps (including PayPal, Venmo, Revolut, Cash App, or similar services); cryptocurrency transfers; cheques; or any other payment method not processed through the Platform's integrated Stripe Connect infrastructure. The Company strongly advises that:

• you should not make any Off-Platform Payment to a Host unless the Host is a verified, certified, or registered business whose legitimacy you have independently confirmed to your own satisfaction;
• even where a Host appears to be a legitimate business, Off-Platform Payments remain outside the Company's payment infrastructure and outside the protections that the Platform Payment System provides;
• the decision to make any Off-Platform Payment is made entirely at your own discretion and risk, and the Company accepts no responsibility for the outcome of any such payment; and
• Hosts requesting payment exclusively outside of the Platform Payment System should be treated with heightened caution, as this may be a sign of fraudulent intent.

THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH ANY OFF-PLATFORM PAYMENT, INCLUDING: ANY LOSS OF FUNDS; ANY FAILURE BY A HOST TO DELIVER THE RELEVANT USER EVENT; ANY FRAUD, MISREPRESENTATION, OR DECEPTION IN CONNECTION WITH THE SOLICITATION OR RECEIPT OF AN OFF-PLATFORM PAYMENT; OR ANY INABILITY TO RECOVER FUNDS PAID OUTSIDE OF THE PLATFORM PAYMENT SYSTEM. The Company has no visibility into, and no ability to reverse, recover, or dispute, any Off-Platform Payment. Users who make Off-Platform Payments and suffer loss as a result must pursue any remedy directly against the relevant Host and, where applicable, through their own financial institution or legal proceedings.

6.4 Chargeback Policy

Updated 5 October 2026. Please contact the relevant Host (for a ticket or membership) or us at [email protected] (for a Circl Pro or Circl Places charge) before asking your bank or card issuer for a chargeback; most problems are solved faster that way, and Section 13 sets out the refunds you are entitled to. Nothing in these Terms stops you using your card issuer's dispute process, and doing so is not a breach of these Terms. However:

• if you make a chargeback against a Company charge that is unjustified (for example, for a Circl Pro period you used, after a refund was already paid, or by giving your card issuer information you know to be false), we may suspend or close your account under Section 14 after telling you why and giving you a chance to respond; and
• where a chargeback against a Company charge is decided in our favour, we may ask you to pay the actual chargeback fee Stripe charged us for it, and nothing more. We will not charge any penalty, administration fee, or other amount on top of that.

6.5 User-to-User Disputes - No Company Obligation

The Company is not a party to any agreement, transaction, or dispute between users - including between Hosts and Participants, between two or more Hosts, or between any users in connection with any User Event. The Company has no obligation whatsoever to:

• arbitrate, mediate, adjudicate, or otherwise resolve any dispute between users;
• investigate the facts or merits of any dispute between users;
• take sides or make any determination of fault, liability, or responsibility as between users;
• enforce any agreement, obligation, or commitment made between users, whether on or off the Platform;
• facilitate the recovery of funds paid between users, including in the event of fraud or non-delivery; or
• act as a quasi-judicial body or dispute resolution service in any user-to-user matter.

IN THE EVENT OF A DISPUTE BETWEEN USERS, THE COMPANY'S SOLE DISCRETIONARY ACTION MAY BE TO REMOVE CONTENT, RESTRICT FEATURES, OR SUSPEND OR TERMINATE ACCOUNTS WHERE WE REASONABLY BELIEVE THESE TERMS OR APPLICABLE LAW ARE VIOLATED. THE COMPANY WILL NOT TAKE SIDES IN ANY USER DISPUTE AND MAKES NO DETERMINATION OF FAULT OR LIABILITY AS BETWEEN USERS. ANY ACTION TAKEN OR NOT TAKEN BY THE COMPANY IN RESPONSE TO A USER DISPUTE DOES NOT CREATE LIABILITY ON THE PART OF THE COMPANY AND DOES NOT CONSTITUTE AN ENDORSEMENT OF EITHER PARTY'S POSITION. Users are solely responsible for resolving their own disputes, including through direct negotiation, independent mediation, or legal proceedings in the appropriate jurisdiction. The Company encourages users to seek independent legal advice where a dispute is significant or unresolved.

7. INSURANCE - HOST AND PARTICIPANT OBLIGATIONS

7.1 Company Provides No Insurance

THE COMPANY DOES NOT PROVIDE, ARRANGE, PROCURE, UNDERWRITE, OR MAINTAIN ANY FORM OF INSURANCE COVERAGE FOR ANY USER EVENT, CIRCL, MEETUP, ACTIVITY, OR GROUP, OR FOR ANY HOST, PARTICIPANT, OR THIRD PARTY IN CONNECTION THEREWITH. The Company is not an insurer, insurance broker, or insurance intermediary. Nothing in these Terms, on the Platform, or in any communications from the Company constitutes advice or a recommendation in relation to any specific insurance product or provider.

7.2 Host Insurance Obligations

AS A HOST, YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR DETERMINING, OBTAINING, AND MAINTAINING ALL INSURANCE COVERAGE THAT IS APPROPRIATE, NECESSARY, OR LEGALLY REQUIRED FOR YOUR USER EVENT. This responsibility applies to all User Events, including single one-off meetups, recurring circls, ongoing groups, structured activity programmes, paid and free events, and events held in any location. The Company strongly recommends that all Hosts obtain, at a minimum:

• Public Liability Insurance: Cover against legal liability to Participants and members of the public for bodily injury, illness, disability, death, or property damage arising from your User Event. This is particularly important for events held in public spaces and for recurring Circls or ongoing group activities where risk accumulates over time.
• Personal Accident Insurance: Cover for yourself and, where appropriate, for Participants, against accidental bodily injury or disability sustained during your User Event.
• Venue or Location Liability Insurance: Where your User Event is held at a third-party venue, confirm whether the venue's own insurance covers your event or whether separate coverage is required.

These recommendations are general guidance only and do not constitute legal or insurance advice. When insurance is required. Added 9 October 2026. Public Liability Insurance is not just recommended but required, and you must keep it in place for as long as the activity runs, if you: (a) sell tickets or memberships on the Platform (you are a Seller, Section 10); or (b) host a Higher-Risk Activity, meaning an activity in or on water (for example sea swimming, cold-water dipping, kayaking, surfing or diving), on mountains or rough ground (for example hiking, climbing, skiing or camping), on public roads (for example group cycling or motorsport), or involving physical contact (for example martial arts or boxing). The cover must be suitable for the activity; a club's or sports body's policy that covers you counts. The Platform asks you to confirm this, and records your confirmation with the time and device, when you first set up selling and before you publish your first Higher-Risk Activity. We do not check your policy, but we may ask you for proof of cover at any time, and we may pause your listings until you provide it. Running a paid or Higher-Risk Activity without the cover you confirmed is a serious breach of these Terms. Hosts of other free activities are strongly recommended, but not required, to hold this cover.

7.3 Recurring Events and Ongoing Circls - Heightened Recommendation

The Company particularly and strongly recommends that Hosts who organize recurring User Events, ongoing Circls, regular group activities, or structured activity programmes obtain and maintain continuous Public Liability Insurance for the full duration of their activity. The cumulative, ongoing nature of recurring events means the probability of an incident increases over time. You acknowledge it is your sole responsibility to obtain, maintain, and update your insurance coverage throughout the life of your activity.

7.4 Participant Insurance Responsibility

AS A PARTICIPANT, YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOU REQUIRE ANY PERSONAL INSURANCE COVERAGE BEFORE ATTENDING ANY USER EVENT. By attending any User Event, you acknowledge that the Host may or may not hold Public Liability Insurance, the Company does not verify whether any Host holds any insurance, and the Company does not warrant that any Host's insurance will cover your specific claim.

7.5 Company Not Liable for Insurance Failures

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM ANY FAILURE BY A HOST TO OBTAIN, MAINTAIN, OR RENEW ANY INSURANCE POLICY, ANY REFUSAL BY AN INSURER TO PAY OUT ON A CLAIM, OR ANY CLAIM THAT IS UNINSURED OR UNDERINSURED AS A RESULT OF A HOST'S FAILURE TO OBTAIN ADEQUATE COVERAGE. The Company's recommendation that Hosts obtain Public Liability Insurance does not create any legal obligation on the Company to ensure, verify, or enforce such coverage.

8. IN-PERSON EVENTS, ASSUMPTION OF RISK, AND RELEASE

8.1 Inherent Risks

You understand and acknowledge that attending, hosting, or participating in in-person User Events involves inherent risks that cannot be fully eliminated, including the risk of illness, personal injury, disability, permanent harm, death, and property damage. These risks exist regardless of whether the User Event takes place in a public space, private venue, or any other location.

8.2 Voluntary Assumption of Risk

You choose to attend, host, or participate in any User Event entirely at your own discretion and risk. To the maximum extent permitted by applicable law, you voluntarily and knowingly assume all risks arising out of or related to your attendance at, participation in, or organization of any User Event, including risks arising from the physical nature of any activity; the conduct of other Participants, Hosts, or third parties; the venue, location, or environment; the presence of alcohol or other substances at a User Event; the absence of adequate insurance coverage by the Host; and travel to and from any User Event. Updated 5 October 2026. This Section 8.2 is about the risks of the activity itself and of the people you meet there; it does not mean you accept the risk of the Company's own negligence or breach of these Terms, and it does not reduce your statutory rights.

8.3 Release of Company for the Acts of Others

Updated 5 October 2026. The Company does not run User Events, and the people you meet through the Platform are not our employees or agents (Section 4). So, to the extent permitted by law, you agree that you will not bring a claim against the Company, or its officers, directors, employees, contractors, or agents, for loss, injury, damage, or costs that are caused by the acts or omissions of another member, a Host, a Venue, or any other third party in connection with a User Event - for example, a Host's negligence in running an activity, another Participant's conduct, a Venue's premises, a Host's lack of insurance, or an accident on your way to or from an activity. Your claim in those cases is against the person responsible, and Section 6 explains how to raise a problem with a Host. This release is limited to the acts and omissions of others. It does not release the Company from its own obligations under these Terms or the law, and it does not apply to: any claim for the Company's own negligence, breach of contract, or breach of these Terms (which is subject to Section 19); death or personal injury caused by the Company's negligence; fraud or fraudulent misrepresentation by the Company; a Company-Sponsored Event, where the Company is itself the Host; or your statutory rights as a consumer, including your rights under the Consumer Rights Act 2022 and data protection law. Nothing in this Section excludes or limits any liability that cannot be excluded or limited under applicable law.

8.4 Dangerous, High-Risk, and Licensed Activities

Certain User Events may involve activities that carry a heightened risk of injury or death, or that may require professional supervision, permits, licences, or specialist training ('High-Risk Activities'), including without limitation: water sports, extreme sports, contact sports, climbing, cycling, equestrian activities, activities involving firearms or sharp implements, and any activity requiring a professional instructor or safety officer. THE COMPANY MAKES NO REPRESENTATION THAT ANY ACTIVITY LISTED ON THE PLATFORM IS SAFE, APPROPRIATELY SUPERVISED, PROPERLY LICENSED, OR SUITABLE FOR PARTICIPATION BY ANY PARTICULAR INDIVIDUAL. HOSTS ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY HIGH-RISK ACTIVITY COMPLIES WITH ALL APPLICABLE SAFETY LAWS, LICENSING REQUIREMENTS, AND PROFESSIONAL STANDARDS. PARTICIPANTS ARE SOLELY RESPONSIBLE FOR ASSESSING THEIR OWN FITNESS AND CAPABILITY BEFORE PARTICIPATING IN ANY ACTIVITY.

8.5 Alcohol and Controlled Substances

THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY HARM, INJURY, DEATH, PROPERTY DAMAGE, OR OTHER LOSS ARISING FROM OR RELATED TO THE CONSUMPTION OR PRESENCE OF ALCOHOL OR ANY CONTROLLED SUBSTANCE AT ANY USER EVENT. Hosts are solely responsible for complying with all applicable alcohol licensing laws, age verification requirements, and duty of care obligations. Hosts must not permit the consumption of unlawfully obtained controlled substances at any User Event. Any User Event involving unlawful drug use may result in immediate account termination and reporting to law enforcement.

8.6 Accessibility and Disability Accommodation

THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY FAILURE BY A HOST OR VENUE OPERATOR TO PROVIDE ACCESSIBLE FACILITIES OR REASONABLE ACCOMMODATIONS FOR PERSONS WITH DISABILITIES AT ANY USER EVENT. Participants with accessibility requirements are advised to contact the Host directly before attending any User Event. Hosts are solely responsible for ensuring their User Events comply with all applicable disability and accessibility laws.

8.7 Minors

Updated 5 October 2026. THE PLATFORM IS FOR ADULTS ONLY. Every member confirms when signing up that they are 18 or over, and we close any account we learn belongs to someone younger. HOSTS MUST NOT KNOWINGLY ALLOW ANYONE UNDER 18 TO REGISTER FOR, ATTEND, OR BE PHOTOGRAPHED AT A USER EVENT ORGANIZED THROUGH THE PLATFORM. If a Host nevertheless chooses to allow a minor to be present (for example, a Participant's child at a family-friendly walk), the Host alone is responsible for obtaining every legally required parental or guardian consent and for complying with all child protection and safeguarding laws, and the minor must not be given an account or added to any chat. THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY HARM SUFFERED BY A MINOR IN CONNECTION WITH ANY USER EVENT.

8.8 No Background Checks

THE COMPANY DOES NOT CONDUCT BACKGROUND CHECKS, IDENTITY VERIFICATION, CRIMINAL RECORD CHECKS, INSURANCE VERIFICATION, OR ANY OTHER SCREENING OF HOSTS OR PARTICIPANTS. You are solely responsible for exercising your own judgment and taking appropriate precautions when interacting with other users or attending User Events.

9. GENDER-SPECIFIC, IDENTITY-BASED, AND COMMUNITY EVENTS

9.1 User-Created Community and Identity-Based Events

The Platform supports diverse communities, including those organized around shared identities or personal characteristics. Hosts may create User Events designed for or limited to specific communities, including events for women, non-binary people, specific racial or ethnic communities, specific religious communities, specific sexual orientations, or people with specific disabilities or health conditions. The existence of such events does not constitute endorsement by the Company.

9.2 Host Is Solely Responsible for Legal Compliance

HOSTS ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ENSURING THAT THE ELIGIBILITY CRITERIA, ADMISSION POLICIES, AND OPERATION OF THEIR USER EVENTS COMPLY WITH ALL APPLICABLE LAWS IN THE JURISDICTION WHERE THE EVENT TAKES PLACE, including the Equal Status Acts 2000-2018 (Ireland), the Employment Equality Acts 1998-2015 (Ireland), Title VII of the Civil Rights Act of 1964 (US, where applicable), applicable EU equality directives and regulations, and any other applicable national, state, or local anti-discrimination laws. The Company does not provide legal advice on these matters.

9.3 Company Not Liable for Host Decisions on Event Composition

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH ANY DECISION BY A HOST TO RESTRICT OR DEFINE PARTICIPATION IN A USER EVENT BASED ON GENDER, GENDER IDENTITY, SEXUAL ORIENTATION, RACE, ETHNICITY, RELIGION, DISABILITY, OR ANY OTHER PERSONAL CHARACTERISTIC, AND ANY CLAIM OR LEGAL ACTION ARISING THEREFROM.

9.4 Company's Right to Remove Non-Compliant Events

The Company reserves the right, but not the obligation, to remove, restrict, or refuse to list any User Event, or to suspend or terminate any account, where the Company reasonably believes the event or its eligibility criteria may violate applicable law, our policies, or these Terms.

9.5 Indemnification for Identity-Based Event Claims

In addition to the general indemnification in Section 18, you agree to indemnify and hold harmless the Company from any and all claims, costs, fines, and legal fees arising from any User Event you host that restricts participation based on any personal characteristic, or any allegation that such criteria violate applicable anti-discrimination or equality law.

10. PAYMENTS AND STRIPE CONNECT

10.1 Payment Processing via Stripe Connect

All payment processing on the Platform is provided exclusively by Stripe, Inc. and its affiliates ('Stripe') through Stripe Connect, Stripe's platform and marketplace payment infrastructure. By using any payment feature of the Platform, you agree to be bound by the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal) and the Stripe Services Agreement (https://stripe.com/legal/ssa), each as amended from time to time (collectively, the 'Stripe Services Agreement'). Your acceptance of these Terms constitutes your acceptance of the Stripe Services Agreement. Updated 5 October 2026. In practice: if you sell tickets or memberships, you open your own Stripe account and the Stripe Connected Account Agreement is your contract with Stripe (Section 10.10); if you only buy, you pay through Stripe's checkout and are not asked to open a Stripe account. The Company is not a payment service provider and does not hold, transmit, or control funds paid to Sellers; Sections 10.9 to 10.14 explain how payments through Stripe Connect are set up and who is responsible for what. Stripe Technology Europe, Limited ('Stripe PSP') is regulated by the Central Bank of Ireland as an authorised electronic money institution (reference number C187865). Stripe PSP does not offer any form of deposit or savings account and is not part of the Financial Services Compensation Scheme or the Deposit Guarantee Scheme.

10.2 How Funds Are Held - Stripe Balance and Delayed Payouts

All funds collected through the Platform are processed and held exclusively within Stripe's infrastructure. Payments for paid User Events and Circl memberships are made directly to the Seller's own Stripe account (see Section 10.3) and are held and paid out by Stripe to the Seller under the Seller's own agreement with Stripe; the Company receives only its platform fee (see Section 10.8). Fees payable to the Company itself (such as the Circl Pro subscription) are collected by Stripe on our behalf and held in Stripe's pooled accounts ('Stripe Balance') in accordance with Stripe's regulatory obligations before being released to outercircl's designated bank account. The Company does not independently hold, pool, or have direct control over any user funds at any time. You do not hold any direct legal or equitable interest in funds held within Stripe's pooled accounts. Stripe may impose additional holding periods, establish a Reserve from collected funds, or delay, suspend, or reverse payouts. The Company has no ability to override Stripe's independent decisions.

10.3 Sellers, Payouts, Refunds, and Disputes

To receive payments through the Platform, a Host must connect their own Stripe account. The 'Seller' of a paid User Event ticket is: (a) for a User Event listed within a Circl, the owner of that Circl, regardless of which Host or manager created the listing; and (b) for any other User Event, the Host who created it. The Seller of a Circl membership subscription is the owner of that Circl. The Seller is the merchant of record for each such payment: the payment is made directly to the Seller's Stripe account, appears under the Seller's name, and the Seller pays Stripe's payment-processing fee directly to Stripe. The Seller is solely responsible for refunds, cancellations, chargebacks, disputes, and any related fees or negative balances on their Stripe account, and for responding to any dispute through Stripe. The Seller's receipt and handling of funds is governed by the Seller's own agreement with Stripe. The Company is not a party to the payment transaction between a Participant and a Seller and assumes no liability for the delivery, non-delivery, refund, or reversal of any such payment; any dispute regarding such a payment must be resolved between those parties, subject to Stripe's dispute resolution processes. Where the Platform automatically refunds a payment (for example, because a User Event could no longer be joined when payment completed, or because the Host cancelled it), the refund is made from the Seller's Stripe account and the Company's platform fee on that payment is refunded as well.

10.4 Off-Platform Payments - Company Not Liable

As set out in Section 6.3, the Company strongly advises against Off-Platform Payments. For the avoidance of doubt in the context of the payment infrastructure: ANY PAYMENT MADE OR RECEIVED IN CONNECTION WITH A USER EVENT THAT IS NOT PROCESSED THROUGH THE PLATFORM PAYMENT SYSTEM IS ENTIRELY OUTSIDE THE COMPANY'S PAYMENT INFRASTRUCTURE, OUTSIDE STRIPE'S DISPUTE RESOLUTION PROCESSES, AND BEYOND THE COMPANY'S ABILITY TO ASSIST, REVERSE, RECOVER, OR DISPUTE. THE COMPANY ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR ANY OFF-PLATFORM PAYMENT. Users who make Off-Platform Payments do so entirely at their own risk and, to the extent permitted by law, agree not to bring a claim against the Company in connection with such payments (this does not cover a loss caused by the Company's own fault, and does not affect your statutory rights). The Company's recommendation to use the Platform Payment System does not create any obligation on the Company to compensate users who disregard this recommendation and suffer loss as a result.

10.5 No Stored Balances

The Platform does not offer top-ups, wallets, or stored balances. Each payment is taken at the time of the purchase it relates to.

10.6 Company Not Liable for Stripe or Payment Failures

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM: ANY ACTS, ERRORS, OMISSIONS, OR FAILURES OF STRIPE; ANY PAYOUT DELAY; ANY HOLD, FREEZE, RESERVE, REVERSAL, OR CHARGEBACK; ANY SUSPENSION OR TERMINATION OF YOUR STRIPE ACCOUNT; ANY LOSS OF FUNDS IN THE STRIPE BALANCE DUE TO STRIPE'S INSOLVENCY, REGULATORY ACTION, OR FORCE MAJEURE; OR ANY UNAUTHORIZED ACCESS TO YOUR PAYMENT INFORMATION PROCESSED THROUGH STRIPE.

10.7 Charges, Fees, and Taxes

You agree to pay all fees, charges, and applicable taxes associated with your use of the Platform. All amounts are processed in the currency specified at checkout. You are solely responsible for all tax obligations arising from your use of the Platform, including as a Host any obligations arising from payments received for User Events. Updated 5 October 2026. Section 10.13 sets out Sellers' tax responsibilities in more detail and the information the Company must collect and report to the Revenue Commissioners under the EU platform-reporting rules (DAC7).

10.8 Platform Fees for Paid User Events and Circl Memberships

This Section 10.8 sets out, for transparency, the specific fees the Company currently charges in connection with paid features of the Platform. These rates may change from time to time in accordance with Section 23 (Changes to These Terms) and Section 13.4 (Fee Changes); the rates in force at the time of a transaction are those disclosed to you at checkout or in your account settings.

• Circl Pro subscription: a recurring subscription fee (currently EUR 14.99 per month including VAT; a business that gives a valid EU VAT number at checkout pays the amount excluding VAT, or the then-current price shown at checkout) payable by a Host to the Company for access to Circl Pro features. This fee is separate from, and unaffected by, whether that Host lists any paid User Events.
• Paid User Event ticket commission: where a Host charges Participants a fee to attend a User Event through the Platform Payment System, the Company deducts a commission from the gross ticket price at the time of each transaction, via Stripe Connect's application fee mechanism, calculated on the gross ticket price before Stripe's own payment-processing fee. The commission is inclusive of any value-added tax the Company must account for on it. The commission rate depends on the Seller's (see Section 10.3) plan at the time of the transaction: 3.5% for Sellers on the free plan, and 2% for Sellers on Circl Pro. The Seller is responsible for Stripe's separate processing fee and for their own tax obligations (see Section 10.7).
• Circl membership subscriptions: Circl Pro Hosts may, as an optional feature, charge members of their Circl a recurring subscription fee for continued access to that Circl, processed via Stripe Connect. THE COMPANY DOES NOT CHARGE ANY ADDITIONAL PLATFORM FEE ON CIRCL MEMBERSHIP SUBSCRIPTIONS. Only Stripe's own payment-processing fee applies, charged by Stripe directly to the Circl owner's own Stripe account, into which the members' payments are made. The Host is solely responsible for setting the subscription price, for any tax obligations arising from it, and for the terms of membership access they offer in exchange for it -- the Company is not a party to that arrangement beyond providing the payment infrastructure, consistent with Section 4 and Section 10.3.
• Circl Places: the owner of a Place (a caf\u00E9, pub, or other venue) on Circl Places pays EUR 0.25 per stamp collected with an outercircl activity at their Place, excluding VAT, billed every three months to the card they add, or sooner once the fees reach EUR 10. Everyday stamps (not linked to an activity) and the owner's own stamps are free, and there is no monthly fee.
• VAT: the ticket commission rates above are inclusive of VAT -- no VAT is added on top of them. The Circl Pro subscription price and the Circl Places stamp fee are exclusive of VAT; where VAT applies, it is added and shown separately at checkout or on the invoice. Hosts remain responsible for any VAT due on the ticket and membership prices they set.
• Stripe's own processing fee (Updated 6 October 2026). Separately from our commission, Stripe charges the Seller its standard card-processing fee on every payment (currently about 1.5% plus EUR 0.25 for European cards; see stripe.com/ie/pricing). Stripe keeps that fee even when the payment is later refunded. So where a refund is made - including the automatic refunds in Section 6.2 and a member's 14-day cancellation under Section 13.7 - the buyer receives the full amount they paid, the Company returns its commission to the Seller on ticket refunds, but Stripe's processing fee is not returned to anyone and is a cost borne by the Seller. We tell Sellers this when they set a ticket price or membership fee, and the Seller should price with it in mind. Consumer refunds are never reduced by it.

10.9 Payments through Stripe Connect - Who You Are Dealing With

Added 5 October 2026. This Section 10.9 and Sections 10.10 to 10.14 set out how payments through Stripe Connect are arranged and who is responsible for what. 'Seller Transaction' means a payment for a ticket to a paid User Event or for a paid Circl membership. Nothing in these Sections reduces your statutory rights as a consumer (Section 13.5).

• Two separate contracts. When you buy a ticket or a membership you enter into a contract with the Seller (Section 10.3) for the activity or the membership. Your contract with the Company is for the Platform only. The Company is not the seller or reseller of tickets or memberships, is not the agent of the Seller or of the buyer, and is not a party to a Seller Transaction.
• The payment goes to the Seller, not to us. Each Seller Transaction is a direct charge on the Seller's own Stripe account: Stripe takes the payment for the Seller, the Seller's name as registered with Stripe appears on your card statement, and Stripe holds and pays out the money to the Seller under the Seller's own agreement with Stripe. The Company does not hold, transmit, or control funds paid to Sellers at any point. The Company's only entitlement in a ticket payment is its platform fee (Section 10.8), which Stripe passes to the Company out of the Seller's payment; the Company takes no fee on Circl memberships.
• Who you are contracting with is shown before you pay. Before you confirm a ticket or membership payment, the checkout names the Seller as the trader you are buying from. Where a Seller has told us that they are a private individual not acting in the course of a trade or business (for example, someone organising an occasional meetup at cost), the checkout says so, because EU and Irish consumer protection law may then not apply to your purchase from them. The Company does not verify a Seller's trader status; the Seller is responsible for the accuracy of what they tell us (Section 10.10).
• Our own charges are different. The Circl Pro subscription and Circl Places stamp fees are the Company's own charges, taken on the Company's Stripe account; for those you contract with the Company, and Sections 13 and 10.14 apply.
• Liability. The Company's responsibility for Seller Transactions is limited to running the Platform and the automatic refunds it promises in Sections 6.2, 10.11, and 13.7. Consistent with Sections 4, 5.5, 6, and 19.2, the Company is not liable for a Seller's failure to provide a User Event or membership, to provide it as described, or to refund you, or for the quality or safety of a User Event; those are matters between you and the Seller, and your statutory rights against the Seller are unaffected. This does not exclude the Company's liability for its own acts or omissions (Section 19.2).

10.10 Sellers - Your Stripe Account and Stripe's Rules

Added 5 October 2026. To sell tickets or memberships you must open and keep a Stripe account connected to the Platform. In doing so:

• you accept the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), which includes the Stripe Services Agreement, and Stripe's Restricted Businesses list (https://stripe.com/legal/restricted-businesses), each as updated by Stripe, and you must not sell anything through the Platform that Stripe does not allow;
• Stripe, not the Company, decides whether and when to open your account, verifies your identity and business details (and may ask for more at any time), sets your payout timing, and may hold, reserve, delay, reverse, or refuse payouts under its agreement with you; the Company cannot override those decisions and does not see or hold your payout funds;
• the Company is a platform, not a payment service provider: it does not provide regulated payment services, does not hold, transmit, or control funds paid to Sellers, and does not act as payment agent for you or for your buyers; the regulated payment service is provided by Stripe under Stripe's own authorisation;
• you alone are responsible for your Stripe account, including the accuracy of the details you give Stripe and to us (including whether you are acting as a trader, Section 10.9), your Stripe fees, any reserve or negative balance, and dealing with Stripe directly about any of them;
• if Stripe restricts, pauses, or closes your account, or it cannot accept payments or make refunds, the Company may pause your paid listings and stop new sales and renewals, and will require you to restore your account before you can cancel or change a paid User Event in a way that triggers refunds (Section 6.2); and
• you must only use the Platform Payment System to take payment for the ticket or membership shown on the Platform, at the price shown.

10.11 Refunds, Chargebacks, and Disputes on Seller Transactions

Added 5 October 2026. Because a Seller Transaction is a direct charge on the Seller's Stripe account, this is how refunds and disputes work. If you are a Seller:

• Every refund of a ticket or membership is paid from your Stripe balance, never from the Company's. You are responsible for keeping enough in your Stripe account to meet the refunds these Terms and the law require; Stripe may recover any shortfall from your later payments or your bank account under your agreement with Stripe.
• You authorise the Company to issue refunds on your behalf, from your Stripe account, where these Terms or the law require it. This covers: the full automatic ticket refunds in Section 6.2 (you cancel a User Event, decline or remove a paid Participant, a request is never confirmed, or a Participant cancels after you change the date, time, or place); a duplicate payment, or a payment that completed after the User Event could no longer be joined; a member's 14-day right to cancel a paid Circl membership, and the unused part of a month where a membership ends early because you end it, close the Circl, or your plan no longer includes memberships (Section 13.7); and any refund directed by a court, regulator, or Stripe. Where the Company issues a ticket refund in these cases it also returns its own platform fee on that payment; it does not otherwise contribute to any refund.
• Stripe does not return its processing fee when a payment is refunded. That cost is yours, as it is for any business that accepts card payments.
• A chargeback or dispute raised against a Seller Transaction is raised against you, is debited to your Stripe account, and is yours to answer through Stripe; Stripe's dispute fee is charged to you. The Company may give Stripe or the card scheme the booking details it holds to help, but has no obligation to defend a dispute for you and makes no decision on its outcome.
• You must refund a Participant where the law or Section 6.2 requires it even if the Company has not done so automatically, and you must not ask or pressure a Participant to withdraw a legitimate dispute or chargeback.

If you are a Participant or member: your refund rights are set out in Sections 6.2, 13.7, and 13.8, and your statutory rights are against the Seller. The Company's automatic refunds are a Platform feature carried out on the Seller's behalf; where one cannot be completed because of the state of the Seller's Stripe account, the Company tells you, and the Seller remains liable to you for the refund.

10.12 Negative Balances and Recovery of Amounts

Added 5 October 2026. The Company has set up Stripe Connect so that the Seller, not the Company, is the merchant for Seller Transactions, and so that Stripe, not the Company, stands behind any unrecoverable negative balance on a Seller's Stripe account. The Company does not fund a Seller's refunds, chargebacks, or negative balance. If you are a Seller and your Stripe balance goes negative (for example, because refunds or disputes exceed what is in it), you must fund it in accordance with your agreement with Stripe. If, despite this, the Company is required to pay, or reasonably chooses to pay, an amount to a Participant, to Stripe, or to anyone else because of your Seller Transactions or your breach of these Terms (for example, a refund the law required that your account could not meet, or a chargeback or fee debited to the Company), that amount is a debt you owe the Company, payable on demand. The Company may recover it by setting it off against any amount it owes you, by withholding platform fees it would otherwise return to you, by suspending Circl Pro, paid listings, and other paid features until it is paid (after telling you), and, where necessary, by legal action. Nothing in this Section 10.12 allows the Company to take or withhold anything from a Participant's refund, and nothing in it limits any claim or defence you have against Stripe under your agreement with Stripe.

10.13 Taxes, Invoices, and Platform Reporting to Revenue (DAC7)

Added 5 October 2026.

• If you are a Seller, you are responsible for all taxes on what you sell through the Platform, including VAT (if you are, or should be, registered for VAT) and income or corporation tax on your sales; for any receipt or invoice your buyers are entitled to; and for deciding whether you are trading. The ticket or membership price you set is the price the buyer pays and is treated as inclusive of any VAT you must account for. The Company's platform fee is inclusive of VAT (Section 10.8). Stripe's own fees are governed by Stripe's terms.
• The Company's own charges (Circl Pro and Circl Places) are shown exclusive of VAT, with VAT added where it applies, and the Company issues a VAT invoice or receipt for them.
• Platform reporting (DAC7). Under Council Directive (EU) 2021/514 ('DAC7'), implemented in Ireland by section 891I of the Taxes Consolidation Act 1997, an online platform that enables people to sell personal services for payment must collect and verify certain information about each Seller and report it each year to the Revenue Commissioners (by 31 January for the previous calendar year), together with the Seller's total payments received and the fees charged to them; the Seller receives a copy, and Revenue may share the report with the tax authority of the EU country where the Seller lives. There is no small-seller exemption for services. Paid User Events and paid Circl memberships sold through the Platform may fall within these rules. You agree to give us, promptly and accurately, the information the law requires for this purpose, which may include your legal name, address, date of birth or business registration number, tax identification number (PPSN or TIN), VAT number if you have one, and the identifier of the bank account your payouts go to; to keep it up to date; and that, if you do not provide it after two reminders and at least 60 days, the law requires us to stop your payouts-related features or close your account until you do. We may ask Stripe, which already holds much of this information, to confirm it. How we handle this information is explained in our Privacy Policy (Section 16); our legal basis is compliance with a legal obligation.

10.14 Circl Places - Venue Billing

Added 5 October 2026. These terms apply to a Venue that sets up Circl Places billing. They are business-to-business terms: a Venue is not a consumer, and the Company's liability to a Venue is as set out for business users in Section 19.2.

• The fee is EUR 0.25, excluding VAT, for each stamp collected at your Place with an outercircl activity, as recorded by the Platform (Section 10.8). Everyday stamps are free, and there is no set-up or monthly fee. Each stamp is counted once; the Platform's record of activity-linked stamps is the basis for billing unless it is shown to be wrong.
• Added 16 October 2026. While your Place is live, its public page - name, type, area, description, logo and cover photo - can be seen by anyone without an account and may appear in search engines such as Google. Your address, offers, stamp cards and members' stamps are shown only to signed-in members. If you pause or delete your Place, its page stops showing straight away; search engines can take a few weeks to drop it. Do not put anyone's personal details in these fields.
• Updated 16 October 2026. Billing is in arrears, every three months, or sooner once the fees since your last invoice reach EUR 10 (excluding VAT), so you are not charged for every stamp. It is taken automatically from the card you add through Stripe, with a VAT invoice from the Company for each invoice. Stamps collected before you set up billing, and stamps you collect yourself at your own Place, are never charged.
• If a payment fails, Stripe retries it and we tell you. If an invoice is still unpaid 7 days after it was due, your Place is paused - it is no longer offered as a meeting spot for activities and no new activity-linked stamps are collected - until the invoice is paid. We may charge statutory interest and compensation on late payments under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, and nothing more.
• You may end Circl Places billing at any time in your Place settings or by emailing [email protected]; you pay for the stamps collected up to then. We may end it on 30 days' notice, or immediately if you breach these Terms. Fee changes follow Section 13.4.
• Questions about a Places invoice should be raised with us at [email protected] within 30 days of the invoice date. Section 6.4 applies to chargebacks against a Places charge.
• Insurance. Added 9 October 2026. You must keep public liability insurance for your premises that covers customers who visit with an outercircl activity, as any business open to the public should. We may ask for proof of cover; Section 7.5 applies.
• Changing your stamp card. Added 9 October 2026. You can change how many stamps your card needs or what the reward is at any time, but a card a customer has already started finishes on the deal it started with (or the new one, if it needs fewer stamps), and a reward already earned keeps its wording until it is used. You must honour those rewards. New cards use the new deal.
• Offers through outercircl. Added 9 October 2026. A stamp, reward, discount, or other offer that you show on the Platform, or that you agree with a Host or Circl because their Circl is listed at your Place or their activity meets there through the Platform, must be given to the people who come through that activity on the Platform (by scanning their stamp or reward at your counter), not off it. You must not agree with a Host or Circl to give those people the same offer outside the Platform in order to avoid the stamp fee. We ask this because the stamp fee is how the Company is paid for bringing those customers to you. It does not limit any offer you make through your own channels or other services, including to the same people when they have not come through an outercircl activity, and you remain free to set your own prices and offers. If we reasonably believe this is being broken, we will tell you why and give you at least 15 days to respond before we pause or end your Place's listing or billing under this Section.

11. INTELLECTUAL PROPERTY AND DATA OWNERSHIP

11.1 Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics we create (collectively, the 'Content'), as well as the outercircl name, trademarks, service marks, and logos (the 'Marks'). Our Content and Marks are protected by copyright and trademark laws in Ireland, the European Union, and around the world. We also own aggregated or anonymised data derived from use of the Platform (for example, how many people attended activities in a city last month) that cannot identify you.

11.2 Your Use of Our Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable licence to access the Services for your personal, non-commercial use or internal business purpose only. No part of the Services and no Content or Marks may be commercially exploited without our express prior written permission. Any breach will result in immediate termination of your licence.

11.3 Your Content and Your Personal Data

Updated 5 October 2026. Your User Content belongs to you (see Section 5.6 for the limited licence you give us). Your personal data is yours too: we process it only as set out in our Privacy Policy (Section 16), and you can download a copy of it at any time from Settings ('Download your data'). The export includes your profile, your activities and Circls, your tickets, your stamps and rewards, your friends, and the messages you have sent. For clarity, this is who owns what: you own your User Content and your personal data; the Company owns the Platform, its software, design, matching logic, the outercircl name and Marks, and aggregated or anonymised statistics that cannot identify anyone (Section 11.1); a Host or Circl owns its own Circl name, logo, and descriptions as its User Content; and a Venue owns its own name and branding. Nobody - not us, not a Host, not a Venue - acquires ownership of your personal data by seeing it on the Platform.

11.4 How Hosts, Organisers, and Venues May Use Other People's Data

Updated 5 October 2026. To run an activity, a Host (and a Circl's organisers) can see the names, first names, and photos of the people who joined, who came, and what they posted in the group chat, and the Seller of a paid ticket or membership receives the buyer's name, email, and limited payment details through Stripe. You may use that information only to run the activity or Circl in question: to welcome people, keep them informed about it, keep it safe, and handle their payment or refund. You must not copy it elsewhere, use it to market anything (including your own other events or business) or add people to a mailing list without their separate, explicit consent, or share it with anyone else. If you collect any further personal data from Participants yourself (for example, on a sign-up form or a waiver), or you take Participant information outside the Platform for your own purposes, you are the data controller for that processing under the GDPR, you are responsible for it, and the Company is not responsible for what you do with it. Within the Platform, the Company is the controller and you may only act within the access the Platform gives you. A venue on Circl Places sees only what its staff screen shows: a visitor's first name, their stamp progress at that venue, and any reward they use there, plus monthly totals; it never receives contact details. Venues must not record or use that information for anything other than honouring stamps and rewards. Breach of this Section is a serious breach of these Terms and may also be a breach of data protection law for which you, not the Company, are answerable.

11.5 Deleting Your Account, and What We Keep

You can delete your account at any time from Settings. Deleting your account removes your profile, photos, interests, friends, friend requests, messages you sent, Circl ideas, and your other User Content from the live Platform; activities and Circls you host that have not yet happened are cancelled and the people in them are told; paid memberships and subscriptions are cancelled through Stripe. We keep only what we must: payment and invoice records for the period Irish tax and accounting law requires, records needed to deal with an open report, dispute, or legal claim, and anonymised statistics. Some content you shared with others may remain visible to them without your name attached (for example, notices sent to a group because your plan was cancelled). Details and retention periods are in the Privacy Policy. Deleting your account does not cancel any obligation you already owe (such as a refund you owe as a Host).

11.6 Reviews and Ratings - Disclaimer

Reviews represent the personal opinions of individual users and do not represent the views of the Company. The Company does not endorse, verify, or guarantee the accuracy of any Review. THE COMPANY IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY REVIEW POSTED BY A USER, INCLUDING ANY REVIEW THAT IS FALSE, INACCURATE, DEFAMATORY, OR OTHERWISE UNLAWFUL. THE COMPANY'S LIABILITY FOR ANY REVIEW IS LIMITED TO REMOVING THE REVIEW WHERE WE DETERMINE, IN OUR SOLE DISCRETION, THAT REMOVAL IS APPROPRIATE. Updated 5 October 2026. This is subject to our duties as a hosting service under the EU Digital Services Act once we are notified of unlawful content (Section 5.8) and to Section 19.

12. COMMUNITY STANDARDS AND NON-DISCRIMINATION

Users must comply with all applicable anti-discrimination, equality, and harassment laws when using the Platform and when organizing or attending User Events of any kind. You may not organize, promote, or participate in events that unlawfully discriminate against or harass any person based on gender, gender identity or expression, sexual orientation, race, ethnicity, religion, disability, or any other protected characteristic. See Section 9 for the specific treatment of identity-based events and the allocation of legal responsibility in connection with them. We may remove any User Content or User Event, or suspend or terminate accounts, that we believe violate these standards or applicable law.

13. SUBSCRIPTIONS, MEMBERSHIPS, AND REFUNDS

Your statutory rights. Updated 5 October 2026. If you use the Platform as a consumer (that is, not in the course of a trade, business, or profession), Irish and EU law gives you rights that these Terms cannot take away, and nothing in these Terms reduces them. In short: (a) when you buy a subscription from us online (Circl Pro) or from a Circl owner (a paid Circl membership), you have 14 days from the day the subscription starts (or from your first payment, where it began with a free period) to cancel it and get that payment back in full, even though the service started straight away at your request (Sections 13.3 and 13.7); the one exception is a ticket for an activity on a specific date, which the law excludes from the 14-day right (Section 13.8); (b) under Part 4 of the Consumer Rights Act 2022, a digital service we supply to you must work as described, be fit for its purpose, and be kept secure and updated for as long as you pay for it, and if it does not, you can ask us to fix it, and if we do not fix it within a reasonable time you can ask for a price reduction or end the contract and get a refund for the part of the service you did not receive; for an ongoing subscription this guarantee applies for the whole time you are subscribed, and for anything supplied in a one-off way it lasts at least two years from supply; (c) you can complain to the Competition and Consumer Protection Commission (ccpc.ie) or, if you live elsewhere in the EU/EEA, to your local European Consumer Centre, and you can always go to the courts of the country where you live (Section 20.3); and (d) where these Terms say a fee is not refunded, that is always subject to the rights above and to any refund the law requires - for example, where the service was not as described or where we, not you, ended it.

13.1 Billing and Renewal

Updated 5 October 2026. Circl Pro is a monthly subscription that renews automatically at the end of each paid month until you cancel. The price (and the VAT that applies), the renewal date, and how to cancel are shown to you at checkout, in the confirmation email, and in Settings at any time. By subscribing you authorise us to charge your payment method each month, through Stripe, without asking you again each time, until you cancel. You can cancel at any time in Settings or by emailing [email protected]; Section 13.6 explains what happens then. We will tell you by email at least 30 days before any change to the price (Section 13.4), and we will remind you by email before any renewal that follows a period of 12 months or more.

13.2 Free Trial

Updated 5 October 2026. We may offer a free trial of Circl Pro to new Hosts. We tell you how long the trial lasts and the price you will pay when it ends, and we send you a reminder before it ends. Unless you cancel before the trial ends, it converts to a paid subscription. We may change or withdraw free trial offers for future subscribers at any time, but this never affects a trial you have already started.

13.3 Cancelling Circl Pro and Refunds

Updated 5 October 2026. Circl Pro is a service we supply to you as a Host, and it is the one subscription you pay to the Company. These are the rules that apply to it. Your 14-day right to cancel. If you are a consumer, you have 14 days from the day your first Circl Pro payment is taken (the day your subscription starts, or the day it converts from a free trial or founding period to a paid subscription) to cancel it for any reason and get that payment back in full. When you check out, we ask you to tick a box that says: 'Start my Circl Pro now. I understand I can cancel within 14 days for a full refund.' By ticking it you ask us to start the service immediately, within the 14-day period; this does not reduce your refund. If you cancel within the 14 days, Circl Pro ends straight away and we refund the whole of that first month's fee (including VAT) to the payment method you used, within 14 days of your cancellation and normally within a few days. To cancel within the 14 days, use 'Withdraw from Circl Pro' on the Pricing page and then 'Confirm withdrawal' (we email you a confirmation showing the date and time), or email [email protected] saying you want to cancel; you may use the model cancellation form in Schedule 3 of the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 but you do not have to. Section 13.6 explains the grace period that follows, which applies whether or not you were refunded. After the 14 days. You can still cancel at any time, and Circl Pro then runs to the end of the month you have already paid for; we do not charge you again, and the remaining part of that month is not refunded. Section 13.6 explains the grace period that follows. Refunds we always give. Whatever the paragraph above says, we refund you where the law or these Terms require it: if Circl Pro does not work as described and we have not fixed it within a reasonable time after you told us (Part 4 of the Consumer Rights Act 2022); if we end your Circl Pro or your account other than for your breach (Section 14); if we withdraw or materially cut back Circl Pro, or change these Terms or the price and you cancel before the change takes effect (Sections 13.4, 22 and 23); or if we charged you by mistake. In each of those cases we refund the part of the fee that relates to the period or the service you did not receive, and in full where that is what the law requires. Business users. If you use Circl Pro in the course of a trade, business, or profession, the 14-day right and the Consumer Rights Act 2022 do not apply to you, and the rule is simply that Circl Pro runs to the end of the month you have paid for after you cancel, except where this Section says we refund you anyway.

13.4 Fee Changes

Updated 5 October 2026. We may change the price of Circl Pro or the Circl Places stamp fee from time to time. We will tell you by email at least 30 days before a new price applies to you, and the new price will apply only from your next renewal after that notice period. If you do not want to pay the new price, you can cancel before it takes effect and nothing further is charged; if you stay subscribed after that date, the new price applies. A change in the VAT rate set by law is passed on from the date it takes effect. The ticket commission rates in Section 10.8 are charged per transaction at the rate in force, and shown to the Seller, when each ticket is sold; a change to those rates is notified in the same way and applies only to tickets sold after the notice period.

13.5 Mandatory Consumer Rights

Updated 5 October 2026. Nothing in these Terms affects any mandatory statutory rights you may have as a consumer under the laws of your country of residence, including under EU/EEA and Irish consumer law; the paragraph headed 'Your statutory rights' at the start of this Section summarises the main ones. Where these Terms and your statutory rights differ, your statutory rights win. If you live in the UK or outside the EU/EEA, we honour the equivalent mandatory rights of your country.

13.6 Circl Pro - What Happens When It Ends

If you cancel Circl Pro, or a payment fails and is not fixed, Circl Pro continues to the end of the period you have paid for. After that there is a 30-day grace period during which nothing is removed apart from managers (see below), so you can downgrade in your own time or re-subscribe. When the grace period ends, features that need Circl Pro (for example, extra Circls, paid memberships, and the 2% ticket commission rate) stop, and your account returns to the free plan. Updated 19 October 2026: Managers need Circl Pro, so they're removed on the day it ends; everything else follows the 30-day grace.

Updated 12 October 2026. If you withdraw from Circl Pro within 14 days of your first payment and are refunded in full, the features that need Circl Pro (for example, analytics, the higher follower limit, the 2% ticket commission rate and the Circl Pro badge) stop straight away. Your extra Circls are not removed, and your members keep the access they paid for, for the same 30 days as above.

Updated 7 October 2026. What this means for your members. The day Circl Pro ends, no new membership payments are taken from the members of your Circls. Each member keeps member access until the end of the period they have already paid for, which falls inside the 30-day grace period, so nobody loses access they paid for. If you upgrade again during the grace period, renewals start again. When the grace period ends, paid memberships on your Circls have ended and your members become followers of the Circl: they are never removed from it, and nothing more is charged to them. Members-only content is then hidden from everyone except you. Hidden content is deleted 90 days after Circl Pro ended unless you upgrade again first; we email you 30 days and 7 days before. You can delete it sooner, or make it visible to followers, at any time. If you upgrade again, hidden content comes back as it was, but former members have to join again.

13.7 Paid Circl Memberships

Updated 5 October 2026. A paid Circl membership is a monthly subscription you pay to the Circl's owner (the Seller, see Section 10.3), not to the Company. The Circl owner is the trader you are buying from; the Company provides the Platform and the payment infrastructure and is not a party to that contract. It renews each month until you cancel your membership or the owner ends it. Following a Circl is separate from being a member: when a membership ends for any reason you stay a follower, and you can unfollow separately at any time. The price and how to cancel are shown to you before you pay and in the Circl's page afterwards. Your 14-day right to cancel. If you are a consumer, you have 14 days from the day your first membership payment is taken (the day your membership starts, or the day a free period ends and you are first charged) to cancel it for any reason, using 'Withdraw from this membership' on the Circl page or in Settings and then 'Confirm withdrawal' (we email you a confirmation showing the date and time), or by telling the Circl owner. You do not have to give a reason. If you cancel within the 14 days, your membership ends straight away and the whole of that first payment is refunded to you from the owner's Stripe account, normally within a few days and in any case within 14 days. The Platform processes these refunds automatically for the owner; where the owner's Stripe account cannot pay the refund at once, you are told, the owner is asked to fund it, and the owner remains liable to you for it (Section 10.3). After the 14 days. If you cancel a membership you pay for, you keep member access until the end of the month you have already paid for, and then become a follower of the Circl; the unused part of that month is not refunded. You can undo the cancellation before the month ends. If the owner's Circl Pro ends, Section 13.6 applies: your renewals stop and you keep access to the end of the period you have already paid for, so there is nothing unused to refund; if access ever ends earlier than that, the unused part is refunded as set out in this Section. If the owner closes the Circl, deletes their account, or stops providing what the membership was described as including, the unused part of your month is refunded automatically from the owner's Stripe account, and your statutory rights against the owner as the trader are unaffected. The owner, as the Seller, is responsible for these refunds and for honouring your consumer rights (Section 10.3); the Company gives Stripe the refund instruction on the owner's behalf where the Platform can do so automatically.

13.8 Tickets for Activities - No 14-Day Right to Cancel

Added 5 October 2026. A ticket for a User Event is a leisure service to be provided on a specific date, so the law (Article 16(l) of the Consumer Rights Directive, as implemented in Ireland) does not give you the 14-day right to cancel it; once you have bought a ticket, your right to a refund is as set out in Section 6.2 and in the Host's own description of the activity. In summary: you get a full automatic refund if the Host cancels the activity, if the Host declines or removes you, if your request was never confirmed, or if the Host changes the date, time, or place after you booked and you cancel before it starts; if you simply change your mind, any refund is up to the Host. The Host, as the Seller, is the trader you bought from and is responsible for the activity being provided as described; your statutory rights against the Host for an activity that is not provided as described are unaffected. The Company is not the seller of tickets.

14. SUSPENSION AND TERMINATION

14.1 When We May Suspend or Close Your Account

Updated 5 October 2026. Section 14.6 sets out the specific procedure that applies where suspension or termination is being considered because of a suspected breach involving Off-Platform Payments or third-party billing; that procedure takes precedence over this Section 14.1 for that specific scenario. Subject to that:

• For breach. We may suspend, restrict, or close your account, or any feature of it (including Circl Pro), with immediate effect where you have seriously or repeatedly broken these Terms or the law - for example, fraud, a listing with no genuine intention of holding the event, harassment, content that breaks Section 5.7, or a breach of Section 11.4 - or where we must do so to comply with a legal obligation, to protect other members, or to prevent harm. We tell you what we did and why, and how to challenge it, as set out in Section 5.8.
• For other reasons. We may also close your account for a reason that is not your fault - for example, because we are withdrawing the Platform in your country or closing a feature - by giving you at least 30 days' notice by email.
• Suspension pending investigation. Where we reasonably suspect a serious breach, we may suspend your account or a feature of it while we look into it, and we will tell you why and give you a chance to respond. We lift the suspension if the breach is not established.

We do not close accounts for no reason, and we never close an account because you complained to us, exercised a legal right, or asked for a refund.

14.2 Refunds When We Suspend or Close Your Account

Updated 5 October 2026. If we close your account or your Circl Pro for a reason that is not your fault (the second bullet in Section 14.1), or we suspend it and the breach is not established, we refund the part of any Circl Pro fee that relates to the period you could not use. If we close your account or your Circl Pro because of your serious or repeated breach, we are not obliged to refund the current month's fee for the days remaining, to the extent the law allows; we never keep anything beyond the current paid month, and no other amount is forfeited. In every case we honour any refund or remedy to which you are entitled by law, including under the Consumer Rights Act 2022 (see 'Your statutory rights' in Section 13). Paid tickets and Circl memberships are between you and the Seller and are refunded as described in Sections 6.2 and 13.7, and Stripe may cancel transactions that are still in progress.

14.3 Voluntary Cancellation by You

Updated 5 October 2026. You may cancel Circl Pro at any time in Settings or by contacting us at [email protected], and you may cancel a paid Circl membership at any time on the Circl page or in Settings (you then stay a follower of the Circl). Your cancellation takes effect at the end of the month you have already paid for and nothing further is charged, except that within the first 14 days you have the right to cancel and be refunded as set out in Sections 13.3 and 13.7, and you are always refunded where Section 13 or the law requires it.

14.4 Prohibited Re-Registration

If we terminate or suspend your account, you are prohibited from registering a new account without our prior written consent. We reserve the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress.

14.5 Effect of Termination

Upon termination of your account, your right to use the Platform ceases immediately. We may delete or disable access to your User Content in accordance with applicable law and our data retention practices. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14.2, 14.6, 15, 16, 18, 19, and 20 shall survive termination, and any refund you are owed under Sections 13 or 14.2 is still paid. Section 11.5 explains what happens to your content and data when your account is deleted.

14.6 Off-Platform and Third-Party Billing -- Grounds for Suspension or Termination

As set out in Sections 6.3, 10.4, and 17, using or soliciting any payment method outside the Platform Payment System in connection with a paid User Event or a Circl membership subscription that would otherwise be processed through Stripe Connect -- including to avoid or reduce the fees described in Section 10.8 -- is a material breach of these Terms. Where the Company reasonably suspects such a breach, the Company may immediately suspend or restrict the relevant account, feature, listing, or Circl, pending investigation, and will provide you with a statement of reasons for that action on a durable medium (such as by email) before or at the time the suspension or restriction takes effect, save where applicable law permits a later statement. Where the Company decides to terminate your account in whole as a result of such a breach, the Company will, save as set out below, provide at least 30 days' advance notice together with a statement of reasons referencing the specific facts or circumstances relied upon. The Company may terminate immediately, without that 30-day notice, where: (a) the breach is repeated; (b) the Company reasonably believes it is subject to a legal or regulatory obligation requiring immediate termination; or (c) there are other imperative reasons under applicable law, such as a reasonable suspicion of fraud -- in each such case the Company will provide the statement of reasons without undue delay after termination takes effect. This Section 14.6 is intended to reflect the notice and reasons requirements of Regulation (EU) 2019/1150 (the Platform-to-Business Regulation) to the extent it applies to your use of the Platform as a business user offering paid User Events or Circl memberships to Participants or members. It does not limit any right the Company has under mandatory Irish or EU consumer protection law where you are using the Platform as a consumer rather than as a business user.

15. FORCE MAJEURE

The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond the Company's reasonable control ('Force Majeure Event'), including without limitation: acts of God, natural disasters, or severe weather events; pandemic, epidemic, or public health emergency declared by a governmental authority; war, terrorism, riot, civil unrest, or acts of a public enemy; governmental or regulatory action, sanction, embargo, or change in law; failure or disruption of third-party infrastructure, including the internet, telecommunications networks, or power supply; failure or disruption of Stripe's systems, payment infrastructure, or banking partners; or any other event outside the Company's reasonable control. In the event of a Force Majeure Event, the Company's obligations under these Terms shall be suspended for the duration of the Force Majeure Event. Updated 5 October 2026. If a Force Majeure Event stops you using Circl Pro for more than 14 days in a row, you may cancel it and we refund the part of the fee for the period you could not use it, and if you are a consumer your statutory rights where a digital service is not supplied are unaffected. Apart from that, a Force Majeure Event affecting the Company does not affect your obligations under these Terms, including payment obligations that have already fallen due.

16. DATA PROTECTION AND SECURITY

16.1 Privacy Policy

Our Privacy Policy at outercircl.com/privacy-policy is the document that governs how we handle your personal data; if anything in these Terms seems to say otherwise, the Privacy Policy wins on that point. Please read it. It explains, among other things: what we collect from your profile, friends list, and direct messages; the signals we use only on our servers to put you in a Small Group for an activity (your interests, your vibe, whether you are a first-timer, your age range, your answer to a Host's optional question, your private 'meet again' answers, and, for group-specific activities, your gender), which are never shown to other members (Section 5.11); notifications and how to turn them off; that we keep your location only as a rough area (about 1 km), never your exact position; that payments are handled by Stripe and we never see your card details; the analytics cookies we ask your consent for; how long we keep each kind of data; your rights to access, export, correct, delete, restrict, and object; and your right to complain to the Data Protection Commission. The Services are hosted in Ireland and our main processors are within the EU; where a processor is outside the EU, the Privacy Policy explains the safeguards. By using payment features of the Platform, you acknowledge that Stripe will process your personal data in accordance with Stripe's Privacy Policy (https://stripe.com/privacy).

16.2 GDPR and Data Subject Rights

We, outercircl limited, are the data controller for your personal data on the Platform, and process it in accordance with Regulation (EU) 2016/679 (GDPR) and the Irish Data Protection Act 2018. You can exercise your rights of access, rectification, erasure, restriction, data portability, and objection as described in the Privacy Policy; the quickest routes are 'Download your data' and 'Delete account' in Settings, or an email to [email protected]. If you are unhappy with how we handle your data you can complain to the Data Protection Commission (www.dataprotection.ie) or to the supervisory authority in the EU country where you live.

16.3 Data Breach Notification

In the event of a personal data breach likely to result in a risk to the rights and freedoms of natural persons, the Company will notify the relevant supervisory authority in accordance with Article 33 GDPR (within 72 hours of becoming aware, where feasible) and, where required under Article 34 GDPR, will communicate the breach to affected data subjects without undue delay. If you believe your account or personal data has been compromised, please contact us immediately at [email protected].

17. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

• create or promote any fraudulent, false, or misleading User Event listing;
• collect payments from Participants with no genuine intention of delivering the User Event;
• solicit or accept Off-Platform Payments in a manner intended to circumvent the Platform Payment System or avoid accountability;
• systematically retrieve data or other content from the Services without written permission;
• trick, defraud, or mislead us and other users;
• circumvent, disable, or otherwise interfere with security-related features of the Services;
• post or send content that breaks the content rules in Section 5.7;
• use any information obtained from the Services to harass, abuse, or harm another person, or to contact or market to other users outside the purpose for which they shared it (see Section 11.4);
• use the Services in a manner inconsistent with any applicable laws or regulations;
• upload or transmit viruses, Trojan horses, or other disruptive or harmful material;
• engage in any automated use of the system, including data mining, robots, or similar extraction tools;
• attempt to impersonate another user, person, or entity;
• copy, decompile, disassemble, or reverse engineer any of the software comprising the Services;
• initiate unjustified or fraudulent chargebacks against Company charges;
• use the Services as part of any effort to compete with us or for any unauthorized commercial purpose; or
• sell or otherwise transfer your profile or account.

18. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, and agents from and against any claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• your use or misuse of the Platform;
• your User Content or User Events, including the planning, organization, operation, safety arrangements, insurance decisions, or cancellation thereof;
• any fraudulent, false, or misleading User Event listing you create;
• any Off-Platform Payment you solicit, make, or receive in connection with a User Event;
• your interactions with other users or third parties on or through the Platform or at any User Event;
• your use of Stripe Connect or any payment feature, including any chargeback, dispute, or reversal;
• any claim arising from eligibility criteria or admission decisions for any User Event you host;
• any claim arising from your failure to obtain or maintain adequate insurance coverage for any User Event you organize;
• any claim arising from the presence of alcohol or controlled substances at any User Event you host;
• any claim arising from the attendance of a minor at any User Event you host;
• any Review you post that is false, defamatory, or otherwise unlawful; or
• your breach of these Terms or of any applicable law.

19. DISCLAIMERS AND LIMITATION OF LIABILITY

19.1 Disclaimers

THE PLATFORM, INCLUDING ALL CONTENT AND SERVICES, IS PROVIDED 'AS IS' AND 'AS AVAILABLE,' WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO THE EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT THE PLATFORM OR ANY USER EVENT WILL BE SAFE, SECURE, UNINTERRUPTED, OR AVAILABLE; THAT ANY DEFECTS WILL BE CORRECTED; OR THAT ANY CONTENT WILL BE ACCURATE, COMPLETE, OR RELIABLE. WE MAKE NO WARRANTY REGARDING STRIPE OR ANY OTHER THIRD-PARTY SERVICE PROVIDER, OR REGARDING THE INSURANCE STATUS, QUALIFICATIONS, IDENTITY, OR CHARACTER OF ANY HOST OR PARTICIPANT. Updated 5 October 2026. If you are a consumer, the disclaimer above is subject to the statutory guarantee for digital content and digital services in Part 4 of the Consumer Rights Act 2022 (implementing Directive (EU) 2019/770), which applies to the Platform and to Circl Pro and which these Terms do not exclude: the Platform and any paid service we supply must match their description, be fit for their purpose, work with reasonable quality and performance, and receive the security and other updates needed to keep them working for as long as you are entitled to them. If they do not, you have the remedies described under 'Your statutory rights' in Section 13. The disclaimer still applies to things that are not our service - User Events, Hosts, Participants, Venues, and Stripe - and, in full, to business users.

19.2 Limitation of Liability

Updated 5 October 2026. This Section 19.2 is about the Company's liability only. It does not limit the liability of a Host, Seller, Circl owner, or Venue to you; they are the people you buy tickets, memberships, and activities from, and your rights against them are a matter between you and them (Sections 4, 6, and 13). What we are always liable for. Nothing in these Terms excludes or limits the Company's liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; gross negligence or wilful misconduct; breach of your statutory rights as a consumer, including your right to a Platform and Circl Pro that conform to the contract under Part 4 of the Consumer Rights Act 2022 and the remedies that go with it; our liability under data protection law (for example, Article 82 GDPR); or any other liability that cannot be excluded or limited under applicable law. Where this paragraph applies, the cap and the exclusions below do not. What we are not liable for. To the fullest extent permitted by law, the Company is not liable for: loss of profits, revenue, business, or goodwill; losses that were not reasonably foreseeable by both of us when you accepted these Terms; losses caused by a User Event, Host, Participant, Venue, or other third party (Sections 5.5 and 8.3); losses from an Off-Platform Payment (Section 6.3); or losses caused by Stripe or another third party's systems that we do not control (Section 10.6). If you are a consumer, the second item does not take away your right to compensation for loss that we could reasonably have foreseen, including loss of or damage to your data where our breach caused it. The cap. Subject to the paragraph headed 'What we are always liable for', the Company's total liability to you arising out of or in connection with these Terms and the Platform, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the greater of: (a) EUR 100 (or the equivalent in your local currency); and (b) the total fees you paid to the Company (not to Hosts or Sellers) in the twelve months before the event that gives rise to the claim. Business users. If you use the Platform as a business (for example, as a Host or Circl owner charging money, a Circl Pro subscriber in the course of a trade or profession, or a Venue on Circl Places), then in addition the Company is not liable to you for any indirect or consequential loss, and the Company's total liability to you is limited to the total fees you paid to the Company in the twelve months before the event giving rise to the claim. The paragraph headed 'What we are always liable for' still applies to you except for the reference to consumer rights.

20. GOVERNING LAW AND DISPUTES

20.1 Talk to Us First

If you have a problem with the Platform or with us, please email [email protected] first and tell us what happened and what you would like us to do. We will acknowledge your complaint and work with you in good faith for at least 30 days to try to resolve it before either of us starts formal proceedings. This does not stop you seeking urgent relief from a court, and it does not affect any time limit for bringing a claim.

20.2 Governing Law

The laws of Ireland govern these Terms and any dispute arising out of or relating to them. If you are a consumer living in another EU/EEA country, you also keep the protection of any mandatory consumer law of that country.

20.3 Courts

The courts of Ireland have jurisdiction over any dispute about these Terms. If you are a consumer living in another EU/EEA country, you may instead bring a claim in the courts of that country, and we may bring a claim against you only there, where the law so provides. Nothing in this Section removes your right to go to court.

20.4 Voluntary Out-of-Court Options for Consumers

Updated 5 October 2026. You do not have to go to court, and we will never require you to use arbitration. Where a dispute is about a purchase made through the Platform, you may be able to use an alternative dispute resolution (ADR) body; the Competition and Consumer Protection Commission (ccpc.ie) lists the approved bodies in Ireland and can also help you with your consumer rights, and if you live in another EU/EEA country your local European Consumer Centre (eccnet.eu) can help with a cross-border complaint. The European Commission's online dispute resolution (ODR) platform closed on 20 July 2025 and is no longer available. If both you and we agree at the time of a dispute, we may also use mediation or an arbitrator chosen together. Taking part in any of these is voluntary for both of us, and no outcome from them stops you going to court afterwards unless you agree otherwise at the time. Disputes about Stripe's own payment services are handled under the Stripe Services Agreement; complaints about how we handle your personal data can also go to the Data Protection Commission (Section 16.2); and concerns about how we deal with illegal content can go to Coimisi\u00FAn na Me\u00E1n (Section 5.8).

20.5 Business Users

Updated 5 October 2026. This Section 20.5 applies only where you use the Platform as a business (for example, as a Host, Circl owner, or venue charging money, or otherwise acting in the course of a trade or profession), and not as a consumer. If it is unclear whether you are acting as a business or as a consumer, we will treat you as a consumer and Sections 20.1 to 20.4 apply instead. Any dispute between you and the Company arising out of these Terms that is not resolved under Section 20.1 within 60 days shall, if either party so requests in writing, be finally resolved by arbitration under the Arbitration Act 2010 by a single arbitrator agreed between the parties or, failing agreement within 21 days, appointed on the request of either party by the President of the Law Society of Ireland. The seat of arbitration is Dublin, Ireland, and the language is English. Either party may still seek interim or injunctive relief from the Irish courts. A claim you have against the Company in your capacity as a business must be brought within two years of the day you knew, or ought to have known, of the facts giving rise to it, where the law allows this period to be agreed.

21. EXPORT CONTROL AND SANCTIONS COMPLIANCE

You represent and warrant that: (a) you are not located in a country that is subject to a government embargo or that has been designated as a 'terrorist supporting' country by the relevant governmental authority; (b) you are not listed on any governmental list of prohibited, sanctioned, or restricted parties; and (c) you will not use the Platform, the Services, or any related technology in violation of any applicable export control or sanctions laws, including those of Ireland, the European Union, the United Kingdom, and the United States. The Company reserves the right to suspend or terminate any account that it reasonably believes is in breach of this Section, without notice and without liability.

22. MODIFICATIONS AND INTERRUPTIONS

Updated 5 October 2026. The Platform is a living product and we improve it continually. We may add, change, or remove features, and change how the Platform looks and works, for good reasons such as adapting to new devices and operating systems, improving security, fixing bugs, adding features, responding to how members use the Platform, or complying with the law. Changes that keep the Platform working as described, or that are purely in your favour, may be made at any time without notice. If we make a change to Circl Pro, or to a feature you pay for, that is more than minor and that negatively affects you - for example, removing a feature that was part of what you paid for - we will tell you by email at least 30 days beforehand, explaining the change, and you may cancel Circl Pro free of charge within 30 days of the notice (or of the change, if later) and receive a refund of the fee for the period you will not receive; this is your right under the Consumer Rights Act 2022, and you keep it. We cannot guarantee the Services will be available at all times: scheduled or unscheduled maintenance, hardware or software issues, or matters outside our control (including Stripe system downtime or Force Majeure Events) may affect service availability, and we are not liable for these except as set out in Section 19 and, for consumers, your statutory rights where a paid digital service is not supplied.

23. CHANGES TO THESE TERMS

Updated 5 October 2026. We may change these Terms from time to time, for example to reflect a new feature, a change in the law, or lessons from running the Platform. For any change that is not simply a correction, a clarification, or in your favour, we will tell you by email, and in the Platform, at least 30 days before it takes effect, with a summary of what is changing and why, and the updated Terms will show the date of the change at the top. If you do not agree to a change, you can close your account before it takes effect, and if you have paid for Circl Pro you can cancel it and we refund the fee for any period after your cancellation; if you keep using the Platform after the change takes effect, the updated Terms apply to you. Changes needed to comply with the law or to deal with an urgent security or safety risk may take effect sooner, and we will tell you as soon as we reasonably can. A change to these Terms never takes away a refund right, or a statutory right, that you already had.

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

25. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

26. MISCELLANEOUS - GENERAL LEGAL PROVISIONS

Entire Agreement Updated 5 October 2026. These Legal Terms, together with the Privacy Policy and any policies we post on the Services, set out the agreement between you and us about the Platform, and replace any earlier version of these Terms. If you are a consumer, this does not take away your right to rely on what we told you before you signed up or bought something - for example, the description of Circl Pro at checkout, the price shown to you, a confirmation email, or a statement on our website or in our marketing - and that information forms part of our contract with you as the law requires (including under the Consumer Rights Act 2022); nor does it exclude liability for fraud or fraudulent misrepresentation. If you are a business user, these Terms and the documents referred to in them are the entire agreement and you have not relied on any statement that is not set out in them, except where that statement was made fraudulently. Severability If any provision of these Terms is determined by a court or arbitrator of competent jurisdiction to be unlawful, void, or unenforceable for any reason, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be deemed severed from these Terms. The severance of any provision shall not affect the validity, enforceability, or binding effect of the remaining provisions, which shall continue in full force and effect. No Waiver No failure or delay by the Company in exercising or enforcing any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A waiver by the Company of any breach or default shall not constitute a waiver of any subsequent breach or default. All waivers must be in writing and signed by an authorized representative of the Company to be effective. Assignment You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the Company's prior written consent. Updated 5 October 2026. The Company may transfer its rights and obligations under these Terms to another company, for example in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of the Company's assets. We will tell you in the Platform or by email if this happens, and the transfer will not reduce your rights under these Terms or the guarantees you have; if you are a consumer and are unhappy with the transfer, you may close your account and cancel Circl Pro, and we refund any fee for a period after your cancellation. No Third-Party Beneficiaries These Terms are for the benefit of the Parties only and do not create any rights enforceable by any third party, except as expressly stated otherwise in these Terms. Nothing in these Terms confers any benefit, right, or remedy on any person who is not a party to these Terms. Relationship of the Parties There is no joint venture, partnership, employment, franchise, or agency relationship created between you and the Company as a result of these Terms or your use of the Platform. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf. Headings Section headings in these Terms are for convenience of reference only and have no legal effect on the interpretation of the relevant section. Language These Terms are drafted in the English language. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

27. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information, please contact us at:

outercircl limited 136 Capel St, County Dublin D01 T2C9 Ireland [email protected]