1. Overview
This Legal and Compliance Statement (the "Statement") sets out Morsberg's position on client eligibility, the nature and scope of its services, the boundaries of its responsibilities, and the compliance obligations that apply to clients and prospective clients. It applies to all engagements, service agreements, and pre-contractual interactions involving Morsberg.
Morsberg is a technology consultancy. It provides technology advisory services, software development, platform management, systems integration, and related technical services to businesses operating across a range of industries. Morsberg does not provide legal, regulatory, compliance, financial, medical, or any other form of professional advisory service. All engagements are technical in nature and subject to the terms set out in applicable service agreements and this Statement.
2. Client Selection and Eligibility
Morsberg works exclusively with businesses that are operating lawfully in the jurisdictions in which they are active. Prior to commencing any engagement, Morsberg assesses whether a prospective client's activities are lawful under the laws and regulations applicable to that client's operations. Morsberg reserves the right to decline, suspend, or terminate any engagement where it has reasonable grounds to believe that a client's activities do not meet this standard.
Client eligibility is determined by Morsberg in its sole discretion, taking into account the nature of the client's business, the jurisdictions in which the client operates, and any applicable regulatory requirements. A prospective client's willingness to engage Morsberg does not itself constitute eligibility, and Morsberg assumes no obligation to enter into any engagement on the basis of an initial inquiry or expression of interest.
Morsberg may revisit its assessment of client eligibility at any point during an ongoing engagement. Where Morsberg determines that a client's activities have ceased to meet the eligibility criteria described in this Statement, it may suspend or terminate the relevant engagement in accordance with the applicable service agreement and any notice requirements under applicable law.
3. Licensing and Regulatory Verification
Where a client's business activities require a licence, registration, authorisation, permit, or other form of regulatory approval in the jurisdictions in which the client operates, Morsberg requires confirmation that such approval is in place before commencing any engagement. Morsberg may request copies of relevant licences or authorisations as a condition of onboarding.
The provision of licensing documentation does not relieve a client of its obligation to maintain valid authorisations throughout the engagement. Clients are responsible for promptly notifying Morsberg of any material change to their regulatory status, including the revocation, suspension, or lapse of any licence or authorisation that is material to their business activities. Failure to maintain the required authorisations may constitute grounds for suspension or termination of the engagement.
Morsberg's review of licensing documentation is conducted for the limited purpose of assessing client eligibility. It does not constitute a legal or regulatory assessment of the sufficiency of a client's authorisations, and it does not create any representation or warranty by Morsberg regarding the client's compliance with applicable regulatory requirements.
4. Prohibited Activities and Exclusions
Morsberg does not provide services to businesses whose activities are unlawful in the jurisdictions in which they operate. Morsberg does not assist clients with illegal activities of any kind, whether directly or indirectly, knowingly or recklessly. Morsberg does not design, build, or configure systems that are intended or reasonably expected to facilitate illegal conduct, evade regulatory oversight, circumvent legal obligations, or cause harm to individuals or third parties.
Morsberg does not accept engagements where the primary or foreseeable purpose of the requested services is to assist a client in avoiding or frustrating the application of applicable law, including data protection law, consumer protection law, anti-money laundering requirements, sanctions regimes, or analogous regulatory frameworks.
Where Morsberg becomes aware during an engagement that services previously provided, or services being requested, fall within the prohibited categories described in this section, Morsberg reserves the right to cease further work, withhold deliverables pending review, and terminate the engagement. Such action does not give rise to liability on the part of Morsberg. Morsberg may also take such further steps as are required or permitted by applicable law, including making disclosures to competent authorities where legally obligated to do so.
5. Scope of Services and Technical Boundaries
Morsberg's services are technical in nature. All advisory input provided by Morsberg in the course of an engagement relates to technology decisions, system architecture, software design, platform selection, and analogous technical matters. No output, recommendation, documentation, or communication produced by Morsberg in the course of an engagement constitutes legal, regulatory, compliance, financial, tax, or professional advice of any kind.
Where Morsberg's technical work is informed by an understanding of the regulatory context in which a client operates, that understanding is operational in nature and does not extend to legal or regulatory interpretation. Morsberg's familiarity with the regulatory environments of the industries it serves is used to inform technical decisions, not to assess, opine on, or validate a client's compliance posture.
Clients must not present, represent, or rely upon any output produced by Morsberg as constituting professional advice in any regulated discipline. Where professional advice is required, clients are responsible for engaging appropriately qualified and authorised professionals in the relevant field and jurisdiction.
6. Client Compliance Responsibilities
Clients bear sole and exclusive responsibility for ensuring that their use of any system, platform, or software developed or managed by Morsberg complies with all applicable laws, regulations, and regulatory requirements in every jurisdiction in which the system is deployed or accessed. This responsibility is non-delegable and is not affected by any input, guidance, or assistance provided by Morsberg in the course of an engagement.
Where a client provides Morsberg with compliance requirements, specifications, or constraints to be incorporated into a technical build, Morsberg will apply reasonable technical skill and care in implementing those requirements. Morsberg's implementation of client-specified compliance requirements does not constitute a legal or regulatory assessment of their sufficiency, and Morsberg makes no representation that a system built to a client's compliance specifications will in fact satisfy applicable legal or regulatory obligations.
Clients are responsible for all compliance decisions, regulatory interpretations, and legal positions taken in connection with their use of Morsberg's services and the systems Morsberg builds or manages. Morsberg is not liable for any regulatory breach, penalty, enforcement action, or third-party claim arising from a client's compliance decisions or the client's failure to meet applicable legal or regulatory obligations.
7. Regulatory Environment Awareness
Morsberg maintains operational familiarity with the regulatory environments of the industries it serves, including industries that are subject to heightened regulatory scrutiny, licensing requirements, content restrictions, payment processing constraints, or sector-specific compliance frameworks. This familiarity is developed and maintained for the purpose of delivering technically informed services to clients operating in those industries.
Morsberg's regulatory familiarity does not constitute expertise in, or the practice of, law, compliance consulting, regulatory advisory, or any other regulated professional activity. It does not substitute for qualified professional guidance in a client's specific jurisdiction and circumstances, and it does not create any duty on Morsberg's part to advise clients on their compliance obligations, identify regulatory risks, or flag legal deficiencies in a client's operations or systems.
Any view expressed by Morsberg personnel regarding a regulatory matter in the course of an engagement is incidental, non-binding, and made without professional authority. Clients must not rely on such views as a basis for compliance decisions and must obtain independent professional advice where needed.
8. Intellectual Property
Unless otherwise expressly agreed in a written service agreement, Morsberg retains all intellectual property rights in methodologies, frameworks, tools, templates, and pre-existing materials used in the delivery of its services. Any intellectual property rights in deliverables created specifically for a client are addressed in the applicable service agreement, which governs exclusively in the event of any conflict with this Statement.
Clients warrant that any materials, content, data, or specifications provided to Morsberg in connection with an engagement do not infringe the intellectual property rights of any third party. Clients indemnify Morsberg against any claim, loss, or liability arising from a breach of this warranty. Morsberg accepts no responsibility for verifying the ownership or licensing status of materials provided by clients.
9. Confidentiality
Information shared by clients with Morsberg in the course of an engagement is treated as confidential and is not disclosed to third parties except where required by applicable law, where necessary for the delivery of the services with the client's knowledge, or where the client has given express consent. Morsberg applies appropriate technical and organisational measures to protect confidential client information.
Morsberg's confidentiality obligations do not apply to information that is or becomes publicly available through no fault of Morsberg, information that Morsberg received from a third party without restriction, information that was already known to Morsberg at the time of disclosure, or information that Morsberg is required to disclose by law, court order, or regulatory obligation. Where Morsberg is required to disclose confidential information by law, it will, where legally permitted, notify the affected client prior to disclosure.
Detailed confidentiality obligations applicable to specific engagements are set out in the relevant service agreements. Where a separate non-disclosure or confidentiality agreement is in place, that agreement governs in the event of any inconsistency with this Statement.
10. Third-Party Services and Subcontractors
Morsberg may engage third-party service providers, subcontractors, or technology platforms in connection with the delivery of its services. Morsberg takes reasonable care in the selection of third-party providers and applies appropriate contractual safeguards where applicable. Morsberg does not, however, accept liability for the acts, omissions, service quality, regulatory compliance, or operational continuity of third-party providers.
Clients acknowledge that some services delivered by Morsberg may depend on or incorporate third-party platforms, tools, or infrastructure that are subject to their own terms, conditions, and usage policies. Clients are responsible for reviewing and complying with any third-party terms that apply to their use of systems delivered by Morsberg. Morsberg does not warrant the ongoing availability, performance, or compliance of any third-party service.
11. Limitation of Liability
To the fullest extent permitted by applicable law, Morsberg's total liability to a client in connection with any engagement, whether arising in contract, tort, statute, or otherwise, is limited to the fees paid by the client to Morsberg under the applicable service agreement in the twelve months immediately preceding the event giving rise to the claim.
Morsberg is not liable for any indirect, consequential, special, incidental, or punitive losses, including loss of profit, loss of revenue, loss of data, loss of business, reputational harm, or regulatory penalty, even if Morsberg has been advised of the possibility of such losses. This limitation applies regardless of the legal basis of the claim and is not affected by any failure of an essential purpose of any limited remedy.
Nothing in this Statement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, or liability for death or personal injury caused by negligence. The liability limitations set out in this section are subject to and must be read alongside the terms of the applicable service agreement, which may contain additional or modified provisions.
12. Indemnification
Clients agree to indemnify, defend, and hold harmless Morsberg and its officers, employees, contractors, and agents from and against any claims, proceedings, losses, damages, costs, fines, and liabilities arising out of or in connection with: the client's breach of applicable law or regulatory requirements; the client's breach of any representation, warranty, or obligation set out in this Statement or any service agreement; the client's use of systems or services delivered by Morsberg in a manner that was not authorised or intended; or any claim by a third party arising from the client's business activities.
This indemnification obligation is independent of any limitation of liability provisions and survives the termination or expiry of any engagement or service agreement. Morsberg will notify the relevant client promptly of any claim or proceeding to which this indemnification applies and will cooperate reasonably in the defence of such claims, at the client's expense.
13. Amendments to this Statement
Morsberg may update or amend this Statement at any time to reflect changes in its services, operational practices, or applicable law. Amended versions are effective upon publication on Morsberg's website unless a different effective date is specified. Clients are responsible for reviewing this Statement periodically. Continued engagement with Morsberg's services following publication of an amended Statement constitutes acceptance of the amended terms.
Where an amendment materially affects the terms of an ongoing engagement, Morsberg will take reasonable steps to bring the amendment to the attention of affected clients. If a client does not accept a material amendment, its sole recourse is to terminate the relevant engagement in accordance with the applicable service agreement.
14. Reporting Concerns
Any person with concerns about the lawfulness of any business or activity associated with Morsberg, or about the conduct of any Morsberg client in connection with services provided by Morsberg, may contact Morsberg at [email protected]. Morsberg will review all concerns received and take such action as it determines to be appropriate in the circumstances, including conducting internal review, seeking further information, or making referrals to competent authorities where legally required or warranted.
Submission of a concern does not create any obligation on Morsberg's part to take specific action, disclose the outcome of any review, or maintain ongoing communication with the person who submitted the concern. Morsberg handles all such communications in accordance with its applicable data protection and confidentiality obligations. Morsberg does not tolerate submissions made in bad faith and reserves all rights with respect to submissions that are false, misleading, or intended to cause harm.