AI Terms

1. Applicability

1.1. These AI terms, (“AI Terms”) apply to the provision of all Services provided by the Company to the Customer that incorporate AI Functionality. The provisions of these AI Terms are incorporated into and form part of the Agreement.

1.2. All terms in capitals used in these AI Terms, shall have the meaning set out in the Agreement unless defined otherwise in these AI Terms.

2. Definitions

3. Conflicts

The Company provides Services to the Customer that include AI Products subject to the provisions of these AI Terms, which apply in addition to the other terms of the Agreement. In the event of any conflict between the provisions of these AI Terms and the other terms of the Agreement, the provisions of these AI Terms shall prevail in relation to the AI Products, only.

4. Input

4.1. The Customer (or its licensors) own Input provided by the Customer or Users, (“Customer Input”).

4.2. The Customer represents and warrants that it (or its licensors) have obtained all rights, licenses and consents required to permit the Company to use Customer Input within the AI Products using the AI Functionality to create Output. The Customer is solely responsible for ensuring that all Customer Input provided to the Company complies with all applicable laws.

4.3. The Customer grants the Company a non-exclusive, worldwide, royalty free, right to permit the Company and its AI Providers to use Customer Input within the AI Products using the AI Functionality for the purpose of generating Output.

4.4. The Company only permits AI Providers to access and use Customer Input exclusively to create Output via the AI Functionality for the Customer.

4.4. The Company (or its licensors) own or have the right to use any Input provided by the Company (or its licensors), (“Company Input”). The Company represents and warrants that it (or its licensors) have obtained all rights, licenses and consents required to permit the Company to use Company Input within the AI Products using the AI Functionality to create Output for the Customer.

5. AI Providers

5.1. By using the AI Products, the Customer acknowledges and agrees to the Company using the AI Providers.

5.2. Where AI Products are developed using AI models or systems provided by AI Providers, the Customer acknowledges and understands that by using the AI Products the Customer agrees that use of the AI Products is subject to each AI Provider’s own terms of use, set out in Appendix 1 of these AI Terms.

5.3. The Company only permits AI Providers to access and use Customer Input exclusively to create Output via the AI Functionality for use by the Customer. Customer Input is not used by AI Providers for any other purposes. Customer Input is not used by AI Providers for machine learning of their AI models or systems.

5.4. Where any AI Providers process personal data of the Customer or Users, these AI Providers are sub-processors of the Company, who process personal data in providing the AI Products. Any changes to these AI Providers after the date that the Customer is granted access to first start using any AI Products will be notified to the Customer, in accordance with the terms of the DPA.

6. Personal Data

6.1. Where Customer Input includes personal data (or personally identifiable information) of the Customer or Users, as defined by applicable data protection laws, the Customer confirms that it has obtained all relevant consents from Users to permit the Company and the AI Providers to process personal data for the purposes of generating Output in the provision of the AI Products. Such consent includes permission to transfer Customer Input to countries where the AI Providers operate, store, and process the Customer Input.

6.2. The Customer warrants that it shall: (i) provide its own privacy policy to Users, setting out the nature of this processing by the Company and the use of the AI Functionality; and (ii) obtain each User’s consent to such use of their personal data by the Company; prior to making any User’s personal data available for use within the AI Products.

7. Output

7.1. Due to the nature of machine learning, Output may not be unique across all clients and users of the Customer and the Customer acknowledges that the use of AI Functionality within AI Products may generate the same or similar output for other clients and users. Such output created for other clients and users does not form part of the Output.

7.2. The Company authorises the Customer to use Output for their business purposes, as deemed appropriate by the Customer, and in compliance with all applicable laws.

7.3. The Company and any AI Provider used to provide the AI Functionality within the AI Products, make no representations or warranties of any kind, express or implied, in relation to any Output, including without limitation, the accuracy, availability, suitability, reliability, or content of the Output. The Customer is solely responsible for all Output, in particular ensuring that Output complies with all applicable laws and compliance with the provisions of these AI Terms.

7.4. All Output produced is a suggestion designed to assist the Customer and Users in making decisions related to the operation of their business and services. Using the AI Products to create Output does not replace the need for the Customer to use a human to decide upon the suitability of the Output before it is published, used or relied upon by the Customer or Users.

7.5. The Customer and Users must check and evaluate the accuracy of any Output before using it and must not rely on the Company or the AI Providers to do this.

7.6. The Customer acknowledges and agrees that the Company has no control over any use of the Output by the Customer or Users. Any use of Output is at the Customer’s own risk.

7.7. Prior to publication or distribution of any Output, the Customer must disclose that the Output was generated by AI tools.

7.8. The Company has no liability or responsibility: (i) resulting from the use of, or reliance upon any Output by the Customer or Users; or (ii) for any errors or omissions contained in Output or Content.

7.9. The AI Products must not be used for contacting emergency services or obtaining immediate emergency assistance. In the event of an emergency, it is crucial to immediately contact the appropriate emergency services in the Customer’s jurisdiction or seek direct assistance from local authorities. The Customer acknowledges and agrees that the Company shall not be held liable for any consequences, damages, or losses arising from any inability to use the AI Products for emergency communication or for any reliance placed on the AI Products during emergency situations.

7.10. Output is not used by the Company to: (i) train, fine-tune or create derivative models; or (ii) retrain or adapt any AI models. Output is generated on demand via an API using stateless requests.

8. Indemnity

The Customer shall, at its own expense, defend or, at its option, settle any claim or suit relating to Customer Input or Output brought against the Company or the AI Providers by a third party on the basis of infringement of their Intellectual Property Rights or other rights resulting from the Customer Input or Output.

9. Customer Warranties

The Customer represents and warrants that it will not, nor will it authorise anyone on its behalf, including a User, to use the AI Products: (i) to mislead anyone that the Output generated by the AI Products is solely human-generated; (ii) to generate content that is prohibited under the terms of the Agreement or any applicable laws; (iii) to generate content that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal; (iv) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; (v) for activities which have high risk of economic harm, for adult content, adult industries, dating apps, offering tailored financial advice without a qualified person reviewing the information or to provide health advice, political campaigning or lobbying; (vi) in a way that infringes, misappropriates or violates any of the Company’s rights or the rights of any third party; (vii) to reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Products (except to the extent such restrictions are contrary to applicable law); (viii) to develop foundation models, other large scale models or AI Products that replicates the AI Products; (ix) to compete with the Company; or (x) to use any method to extract data from the AI Products, including web scraping, web harvesting, or web data extraction methods.

10. Term and Termination

The duration of these AI Terms shall commence from the date the AI Products are ordered and continue for the term of the Agreement.

11. No Warranty

The Company does not guarantee or warrant any features or qualities of the AI Products and all warranties included in the other terms of the Agreement are explicitly excluded in relation to the AI Products. No warranty or undertaking shall be implied by the Customer from any description of the AI Products or any other communication.

12. Limitation of Liability

To the maximum extent permitted by law and in addition to the caps on liability set out in the other terms of the Agreement, the Company shall not be liable to the Customer, Users or any third party for any damages arising in connection with: (i) use of, or inability to use, the AI Products; or (ii) any defect in the AI Products; or (iii) use or reliance upon any Output; or (iv) any third party claims relating to Customer Input. This disclaimer of liability shall apply regardless of the form of action that may be brought against the Company, whether in contract or tort including without limitation any action for negligence.

Appendix 1 - AI Providers

• OpenAI: OpenAI Terms of Service