AI Agents Terms & Conditions

 This Agreement is made effective as of 31st July 2025, by and between Gnatta Limited, a company registered in England and Wales (Company No. 09652602) with its registered office at Strawberry Fields Office Hub, Euxton Lane, Chorley, England, PR7 1PS (the “Company”), and [Customer Name], a company organized under the laws of England and Wales with its registered office at [Address] (the “Customer”). The Company and the Customer are each referred to as a “Party” and together as the “Parties.”

Background and Purpose

Gnatta Limited has developed and offers an artificial intelligence service known as AI Agents (the “Service”), which is designed to enhance customer experience through automation and intelligent assistance. By leveraging AI technology, the Service can handle routine customer interactions and inquiries with minimal human intervention, thereby significantly reducing response times and enabling continuous 24/7 support availability. This automation not only decreases wait times for end users but also allows the Customer’s human support agents to focus on complex or high-value tasks, improving overall efficiency and service quality. Additionally, the AI Agents Service operates at scale and can handle large volumes of interactions concurrently, which in turn helps lower the Customer’s operational costs for customer service by reducing the need for additional staff to cover repetitive queries or after-hours support.

In light of these benefits, the Parties have decided to enter into this Agreement to set forth the terms and conditions under which the Customer will access and use the Company’s AI Agents Service. The purpose of this Agreement is to define the scope of the Services, the rights granted to the Customer, and each Party’s obligations, including provisions to ensure fair use of the Service, protection of data and intellectual property, payment of fees, and other important terms. By signing below, the Parties agree to the following:

 

Definitions

For the purposes of this Agreement, the terms below shall have the following meanings. Other capitalized terms used in this Agreement are defined in context.

• “Services” or “Service” means the AI Agents software-as-a-service platform and related services provided by the Company under this Agreement, including any applications, APIs, software tools, documentation, and support services that enable the Customer to deploy AI-driven automated agents for customer interactions.
• “AI Agent” means an automated, artificial intelligence-driven software agent provided as part of the Services, which can autonomously engage in customer support interactions, respond to end user inquiries, and perform tasks or actions as configured by the Customer.
• “Agreement” means this Master Service Agreement, including its schedules, annexes, and any Order Form or other document expressly incorporated by reference, as may be amended by the Parties in writing from time to time.
• “Customer” means the entity identified above that is entering into this Agreement to use the Services for its internal business purposes, together with its permitted successors and assigns.
• “Users” or “Authorized Users” means individuals who are authorized by the Customer to use or access the Services on the Customer’s behalf, including the Customer’s employees, contractors, or agents. Each Authorized User must be bound by obligations of confidentiality and use consistent with those of the Customer under this Agreement.
• “End User” means any individual (such as the Customer’s own customer or client) who interacts with the AI Agent deployed by the Customer (for example, an end consumer who asks questions to the AI Agent on the Customer’s website or platform).
• “Customer Data” means all data, information, content, and materials input, uploaded, transmitted, or otherwise provided to the Company or the Services by the Customer or its Authorized Users (or by End Users through their interaction with the AI Agent) for processing, storage, or hosting in connection with the Customer’s use of the Services. Customer Data may include transcripts of interactions, customer inquiries, personal data of End Users, and any other information the Customer provides.
• “Personal Data” means any information that relates to an identified or identifiable natural person (data subject) and is subject to protection under Data Protection Laws (as defined below). For the avoidance of doubt, any personal data included in Customer Data shall be handled in accordance with applicable Data Protection Laws.
• “Data Protection Laws” means all applicable data protection and privacy legislation in force in the United Kingdom, including the UK Data Protection Act 2018 and the UK General Data Protection Regulation (“UK GDPR”), and any other laws and regulations relating to the processing of personal data and privacy that apply to either Party in relation to this Agreement.
• “Interaction” means a discrete communication or action processed by the AI Agent as part of the Services. For example, an Interaction may consist of a single exchange between an End User and the AI Agent (such as one question or message from the End User and the corresponding answer or action from the AI Agent), or any similar defined unit of usage as described in the applicable Service documentation or Order Form. Interactions are the basis for measuring usage of the Service and may be subject to the pricing and limitations set forth in this Agreement.
• “Bundle” (or “Credit Bundle”) means a set package of Interactions or usage credits purchased by the Customer for use with the Services. Each Bundle entitles the Customer to utilize the Service for up to the number of Interactions or credits specified. Multiple Bundles or additional credits may be purchased as agreed between the Parties.
• “Confidential Information” means all non-public information, in any form, that one Party (“Discloser”) discloses or makes available to the other Party (“Recipient”) and that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product designs, algorithms, software source code, trade secrets, financial information, marketing and pricing plans, Customer Data (including any personal data therein), data or information regarding End Users, the terms of this Agreement, and any other information that by its nature is confidential or proprietary. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement by the Recipient; (ii) was already lawfully known to or in the possession of the Recipient prior to disclosure by the Discloser, as evidenced by written records; (iii) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (iv) is lawfully obtained by the Recipient from a third party without restriction on use or disclosure.
• “Intellectual Property Rights” (or “IPR”) means all present and future intellectual and industrial property rights of any kind throughout the world, whether registered or unregistered, including without limitation rights in inventions, patents, utility models, database rights, copyright and related rights, moral rights, trademarks, service marks, trade names, business names, domain names, logos, design rights, rights in computer software, rights in semiconductor topographies, trade secrets, know-how, rights in confidential information, and all applications and rights to apply for or renew registration of any of the foregoing, as well as all other similar protected rights in any jurisdiction.
• “Order Form” means a document (which may be titled an order, statement of work, service schedule, or similar) executed by both Parties or otherwise agreed in writing (including through an online ordering process provided by the Company) that references this Agreement and sets out specific commercial terms for the Services, such as the subscription term, Bundles or Interaction allowances purchased, pricing, and any additional service-specific details. Each Order Form shall form part of and be governed by this Agreement.
• “Fair Use Policy” means any fair or acceptable use guidelines issued by the Company (and provided or made available to the Customer) that describe limitations on how the Services may be used, intended to ensure that all customers use the Services in a reasonable and equitable manner without causing negative impact on the performance or availability of the Service for others. A Fair Use Policy may include limits on volumes, rates of requests, or other usage parameters to prevent abuse or excessive use beyond what is typical for legitimate business purposes.
• “Bundle Balance” means the remaining number of Interactions or credits available to the Customer at any given time under its current Bundle or subscription plan, which the Customer has purchased and not yet used.
• “Fees” means the charges payable by the Customer for the Services as set out in the Order Form or as otherwise agreed in writing, which may include subscription fees for access to the Service and consumption-based fees for Interactions (cost-per-action or per-Interaction charges) or Bundles, as well as any additional charges for agreed-upon services, extra features, support, or overage usage as applicable.
• “Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• “Force Majeure” means any circumstance beyond a Party’s reasonable control which prevents or delays that Party from performing its obligations under this Agreement, including but not limited to acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, armed conflict, imposition of sanctions or embargo, labor strikes or lockouts, sabotage or cyberattacks (including denial-of-service attacks), failure of utility or telecommunications services, or any law, order, or regulation of a government or regulatory authority.

 

Scope of Services

1. Provision of Services. The Company shall provide the AI Agents Service to the Customer in accordance with the terms of this Agreement and any applicable Order Form. The Service enables the Customer to configure and deploy AI Agents that can engage with End Users for the purposes of customer support, inquiry handling, and related automated interactions. The exact functionality, performance parameters, and features of the Service (including any limitations on the number of AI Agents or Interactions) are as described in the Service documentation and/or the Order Form. The Company will use reasonable commercial efforts to make the Service available to the Customer on a continuous basis, subject to maintenance windows, updates, and Force Majeure events as described in this Agreement.
2. Service Levels and Support. Unless otherwise set forth in a separate service level agreement or support policy provided by the Company, the Company shall use reasonable skill and care in providing the Services, consistent with generally accepted industry standards for similar services. The Company will maintain an uptime of at least 99.5% of the Services. The Customer acknowledges that from time to time the Service may be unavailable or limited due to routine maintenance, upgrades, or updates, and the Company will endeavour to schedule such downtime outside of peak hours and to give advance notice where feasible.
3. Changes to Services. The Company reserves the right to modify or update the features and functionality of the AI Agents Service from time to time (for example, to improve performance or security, or to comply with applicable laws). The Company shall provide notice to the Customer (which may be by email or via the Service dashboard/portal) of any material changes to the Service. If any such modification materially reduces the core functionality of the Service or materially detracts from the value of the Service to the Customer, the Customer may terminate the Agreement (or the affected Order Form) under the provisions of the Termination clause below without liability for early termination, provided that the Customer notifies the Company in writing within a reasonable period (not to exceed 30 days) after being informed of the change. Continued use of the Service after a change is implemented will constitute the Customer’s acceptance of the modification.

 

License and Right to Use

1. License Grant. Subject to the terms and conditions of this Agreement (including the payment of all applicable Fees), the Company grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the term of this Agreement to access and use the Services solely for the Customer’s internal business operations. This license allows the Customer to configure and deploy the AI Agent to interact with its End Users for legitimate business purposes (such as customer support and service automation), and to permit its Authorized Users to access and use the Service for configuration, management, and monitoring of the AI Agents. All use of the Service by the Customer shall be in accordance with the documentation or instructions provided by the Company and within the scope of use defined in this Agreement and the applicable Order Form.
2. Fair Use and Acceptable Use. The Customer’s right to use the Service is subject to adherence to the Fair Use Policy (available at https://gnatta.com/legal/ai-usage-policy/) alongside the following conditions:
   • The Customer shall use the Service only for lawful purposes and in accordance with this Agreement. The Service shall not be used to transmit, store, or disseminate any content that is illegal, harmful, threatening, defamatory, obscene, infringing, or that violates the rights of any third party (including intellectual property rights and privacy rights). The Customer shall ensure it has a lawful basis for processing any personal data via the Service and that it has provided any required transparency information to End Users (e.g. a privacy notice disclosing the use of AI assistance where appropriate).
   • The Customer shall not use the Service in a manner that unreasonably overloads, degrades, or materially interferes with the performance or availability of the Service for other users. If the Company determines that the Customer’s usage (including volume of Interactions) exceeds reasonable or agreed limits (for example, consistently exceeding the Interaction volumes in the Customer’s Bundle or engaging in activities that are outside normal intended use), the Company may notify the Customer and request that usage be reduced or optimized. In the event of continued excessive usage that threatens the stability or security of the Service, the Company reserves the right to temporarily throttle or suspend the Customer’s access to the Service, in accordance with the procedures in the Suspension and Termination provisions below, until the issue is resolved.

• The Company’s access to foundational AI services (including but not limited to Azure OpenAI) is subject to the acceptable use and abuse monitoring policies of those providers. If the Company receives notice from Azure OpenAI (or a comparable provider) requiring it to take remedial action as a result of the Customer’s use of the Service—such as, but not limited to, repeated abuse filter violations, generation of high-risk content, or sustained triggering of safety systems—this shall be deemed a breach of fair use by the Customer. In such cases, the Company reserves the right to immediately suspend or restrict the Customer’s access to the affected functionality or Services, without prior notice if necessary, to comply with the provider’s requirements. The Company will use reasonable efforts to notify the Customer of the issue and work collaboratively to remediate the cause, but continued non-compliance may result in termination in accordance with this Agreement.

1. • The Customer is responsible for configuring the AI Agent in a manner appropriate for its business needs and for supervising the AI Agent’s performance. The Customer shall use reasonable care in deploying the AI Agent, especially in contexts where inaccuracies in AI responses could cause harm or material inconvenience. The Service should not be used as the sole basis for any decision that could result in significant harm or risk without human oversight (given the probabilistic nature of AI, as further explained in the Disclaimers section).
   • The Customer shall ensure that all Authorized Users keep their Service access credentials (such as usernames, passwords, or API keys) secure and confidential. The Customer is responsible for any actions taken through its accounts and by its Authorized Users. The Customer will promptly notify the Company of any unauthorized use of its account or any security breach related to the Service that it becomes aware of.
2. Restrictions. Except as expressly permitted under this Agreement or as required to be allowed by applicable law, the Customer shall not, and shall not permit any third party to:
   • Copy or Modify: Copy, reproduce, distribute, republish, download, post, or transmit any portion of the Service (including the underlying software) in any form or by any means, except as necessary for the use of the Service in accordance with this Agreement. The Customer shall not modify, adapt, translate, or create derivative works based on any part of the Service.
   • Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive or access the source code of any component of the Service or the AI Agent, except to the extent (and only in the circumstances) that such restriction is prohibited by applicable law.
   • Sub-licensing and Third-Party Use: Sell, rent, lease, license, sublicense, distribute, provide, or otherwise make the Service (or any portion thereof) available to any third party as a standalone service or on a time-sharing or service bureau basis. This restriction does not prevent the Customer from allowing its End Users to interact with the AI Agent in the normal course of the AI Agent’s intended operation, but the Customer may not otherwise commercialize or resell the Service to third parties.
   • Proprietary Notices: Remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that appear in or on the Service or any reports or output generated through the Service.
   • Malicious Activities: Introduce into the Service or the Company’s systems any viruses, malware, worms, logic bombs, Trojan horses, or other harmful code, or use the Service in any manner that could damage, disable, or impair the Services or interfere with any other party’s use of the Services.
   • Automated Extraction: Use any automated means (such as bots, scripts, or scrapers) to collect information from or through the Service, or to otherwise access the Service in a manner that sends more requests to the Company’s servers than a human can reasonably produce in the same time period by using a normal user interface, unless otherwise agreed between both parties.
   • Circumventing Limits or Security: Attempt to bypass or circumvent any technical limitations, usage limits, access controls, or security features of the Service (including attempting to use the Service beyond the scope of use or quantities authorized under an Order Form, or attempting to discover underlying algorithms or confidential aspects of the Service).
   • Illegal or Unauthorized Use: Use the Service in violation of any applicable law or regulation (including data protection laws, export control and sanctions laws, consumer protection laws, or telephone/messaging regulations) or for any purpose for which the Service is not designed or intended.
3. Reservation of Rights. The Company (and its licensors, if any) retain all right, title, and interest in and to the Services, the AI Agent technology, and all related software, models, algorithms, databases, know-how, and documentation, including all associated Intellectual Property Rights. No rights or licenses are granted to the Customer under this Agreement except as expressly set forth herein. The Service is licensed (or made available on a subscription basis), not sold, to the Customer. The Customer acknowledges that it is obtaining only a limited right to use the Service, and no rights of ownership are transferred to the Customer. The Company reserves all rights not expressly granted in this Agreement.
4. Ownership of Outputs. As between the Parties, any responses, outputs, or content generated by the AI Agent during its interactions with End Users are part of the Service’s operation and are provided “as is” for the Customer’s use. The Customer may use, reproduce, or publish such AI-generated outputs in the ordinary course of its business (for example, using or sharing the AI Agent’s answers given to End Users), subject to the disclaimers and limitations of liability in this Agreement. To the extent the Customer provides the AI Agent or the Company with any proprietary templates, knowledge base articles, or other content to facilitate the AI Agent’s interactions, the Customer retains all ownership of and rights to such Customer-provided content.

 

Data Ownership and Privacy

1. Ownership of Customer Data. The Parties agree that the Customer shall retain all rights, title, and interest in and to all Customer Data. The Company does not claim any ownership rights in Customer Data. Except as expressly provided in this Agreement, no Intellectual Property Rights in the Customer Data are transferred or licensed to the Company. The Customer grants the Company a non-exclusive, worldwide, royalty-free license during the term of this Agreement to host, reproduce, process, transmit, and otherwise use the Customer Data solely as necessary to (a) provide and maintain the Services for the Customer’s use (including displaying content to End Users, processing interactions, and storing conversation transcripts), (b) troubleshoot, secure, and improve the Services (for example, to address support requests or to optimize AI Agent performance for the Customer’s environment), and (c) enforce the Company’s rights under this Agreement (for example, to monitor compliance with usage restrictions or to prevent fraud or misuse). The Company shall treat all Customer Data as Confidential Information of the Customer and will not disclose Customer Data to any third party except as permitted in this Agreement or as compelled by law (and in such case the Company will, to the extent legally permitted, give prior notice to the Customer and cooperate with any reasonable requests of the Customer to oppose or limit the disclosure).
2. Data Protection. Each Party shall comply with all applicable Data Protection Laws in respect of any Personal Data processed under this Agreement. In relation to any Personal Data contained within Customer Data, the Customer is the “data controller” (or “controller”) and the Company is the “data processor” (or “processor”), as those terms are defined under UK GDPR. The Company shall process such Personal Data only on documented instructions from the Customer (as set out in this Agreement and the functionality of the Service) and for the purposes of providing the Services. The Company will implement appropriate technical and organizational measures to protect Personal Data in accordance with applicable Data Protection Laws. If required under Data Protection Laws, the Parties will enter into a separate Data Processing Addendum (“DPA”) that further governs the processing of Personal Data and incorporates Standard Contractual Clauses or other transfer mechanisms as necessary for cross-border data transfers. The Customer represents that it has the legal right to provide the Personal Data (including any End User personal data) to the Company for the purposes of this Agreement and that it has provided any necessary notices and obtained any required consents from data subjects for such processing. The Customer shall not upload or otherwise submit to the Service any Personal Data that is subject to special protections under Data Protection Laws (such as health information, financial information, or information about children) unless this has been disclosed to and agreed upon by the Company in advance in writing, and then only under any additional requirements the Company may impose to ensure secure handling of such data.
3. Data Security. The Company shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These measures shall include, where appropriate, encryption of data in transit and at rest, network security controls, access controls limiting access to Customer Data to personnel with a need to know, and regular security testing and monitoring. The Company is certified under or adheres to recognized information security standards (the Company shall provide details of its security certifications or frameworks upon Customer’s request, if any). In the event the Company becomes aware of a personal data breach (as defined in Data Protection Laws) involving Customer Data, or any other unauthorized access to or disclosure of Customer Data, the Company will notify the Customer without undue delay. Such notice will describe, to the best of the Company’s knowledge, the nature of the incident, the data affected, and any steps being taken to investigate or mitigate the incident. The Company will promptly take appropriate remedial actions and reasonably cooperate with the Customer’s own breach notification and mitigation obligations (including providing information reasonably requested by the Customer regarding the breach). Such notification shall not be construed as an acknowledgment of fault or liability by the Company.
4. Data Retention and Deletion. During the term of this Agreement, the Customer will have the ability to access and download its Customer Data stored in the Service (for example, conversation logs) through the Service interface or by written request to the Company. Upon termination of this Agreement (or at an earlier time upon the Customer’s written request), the Company will, to the extent feasible, assist the Customer to export or retrieve all Customer Data then in the Company’s possession or control. Following termination of the Agreement, the Company will delete or securely overwrite Customer Data within a reasonable period, except that the Company may retain copies of Customer Data: (i) in automated backups or archives which will be securely isolated and eventually deleted in the ordinary course of data management, and (ii) as required to comply with any legal obligations (in which case the Company will continue to protect such data as Confidential Information and will process it only as necessary for the purpose of such compliance). Any Anonymized and Aggregated Data that has been derived from Customer Data and retained by the Company will remain subject to the provisions of clause 3 of this section.

 

 

 

Usage Limits and Credits

1. Interaction Allowance and Bundle Usage. The Customer’s use of the Service will be subject to a limit on the number of Interactions that can be processed within a given period. Such allowance will be structured as a Bundle of prepaid Interactions. The Service will track the number of Interactions used by the Customer. The Customer is responsible for monitoring its own usage of Interactions. The Company will make available to the Customer information about its Bundle Balance (via an online dashboard). The Customer acknowledges that the Company will implement technical measures to enforce agreed usage limits (for instance, the Service may issue warnings when usage is nearing the limit, or it may prevent additional Interactions beyond the purchased credits unless or until more credits are added).
2. Notification of Usage; Customer’s Responsibility. The Customer remains fully responsible for tracking its consumption of Interactions and ensuring it has sufficient credits or allowances to cover its needs. The Company does not guarantee that it will always provide timely or accurate warnings of impending quota limits. If the Customer anticipates a significant increase in usage or expects to exceed its current Bundle, it should make arrangements with the Company in advance to avoid disruption.
3. Exhaustion of Credits. If the Customer’s usage exceeds the number of Interactions or credits purchased, then one or more of the following will apply, as specified in the Order Form or the Company’s standard policies:
   • Overage Fees: The Customer will be liable to pay for the excess usage at the overage rate specified in the Order Form or, if not specified, at the Company’s standard per-Interaction rate as set out on the Pricing Page (defined in the Pricing Model and Changes section). Such overage fees may be invoiced in the next billing cycle or as a separate invoice.

• Service Throttling/Suspension: The Service may automatically suspend or throttle further Interactions beyond the purchased limit. In practice, this could mean that End Users attempting to interact with the AI Agent will receive a message indicating the service is temporarily unavailable or similar (including complete loss of access to AI Agents), until the Customer purchases additional credits or the quota resets. The Company will use reasonable efforts to avoid abrupt or unexpected cut-offs, but the Customer acknowledges that once the credit limit is reached, the Service may not continue to process new Interactions. The Company shall not be liable for any loss or damage arising from a suspension of Service in accordance with this Agreement’s terms.

The Customer acknowledges that the Company shall not be liable for any consequences (such as lost business, reputational harm, or customer dissatisfaction) arising from the Service’s refusal or failure to process interactions due to the Customer’s exhaustion of its purchased credits or allowance. It is the Customer’s responsibility to proactively monitor usage and maintain an adequate balance of credits.

 

1. Unused Credits. Unless otherwise expressly agreed in writing by the Parties, any unused Interactions from a Bundle do not roll over to a subsequent period and will expire at the end of the applicable term or billing cycle for which they were purchased. The Customer acknowledges that unused credits or allowances have no cash value and are not convertible to a refund. For example: if the Customer purchases a monthly Bundle of 10,000 Interactions and has 1,000 unused Interactions at the end of the contracted period, the remaining 1,000 Interactions will be forfeited. Any exception to this rule must be mutually agreed by the Parties in a signed writing. In the absence of such agreement, the general rule of “use it or lose it” for the period’s credits applies.
2. Service Suspension for Non-Payment or Misuse. The Company reserves the right to suspend the Customer’s access to the Service (including the operation of any deployed AI Agents) under the following circumstances:
   • Non-Payment: If any invoiced Fees are more than 14 days past due and the Customer has not brought the account current within seven (7) days after receiving written notice from the Company of the delinquency, the Company may suspend Service access until all overdue amounts are paid in full. The Company will provide notice (email is sufficient) at least 2 Business Days before suspension in case of non-payment. Suspension shall not discharge the Customer’s obligation to pay the Fees; the Customer remains liable for all Fees during the suspension period.
   • Misuse or Breach: If the Customer is in material breach of the provisions of License and Right to Use (for example, exceeding the scope of use, violating restrictions, or endangering the security of the Service) or otherwise violates any law in connection with its use of the Service, then the Company may immediately suspend the Service (in whole or part) to prevent further harm or legal violation. Where feasible and lawful, the Company will notify the Customer of the suspension and provide an opportunity to discuss or cure the issue (if curable) prior to suspension; however, if the Company in its reasonable judgment believes that immediate suspension is necessary to protect the Service or the rights of others, it may suspend first and notify promptly thereafter.

Any suspension of Service will last only for as long as the condition giving rise to the suspension continues. The Company will restore the suspended Service promptly after the Customer resolves the issue or pays the overdue Fees, as applicable. If the Customer fails to resolve the issues leading to suspension within a reasonable time, the Company may proceed to terminate the Agreement for cause as provided in the Termination clause. The Customer shall not be entitled to any service level credits or refunds for periods of suspension as permitted under this Agreement.

 

Fees and Payment

1. Fees and Pricing. The Customer shall pay the Fees for the Services as set forth in the Order Form or applicable pricing schedule. Pricing for the AI Agents Service consists of a combination of fixed and variable charges – a base subscription fee (which may cover access to the platform or a certain number of AI Agents or interactions per month) and usage-based fees for each Interaction processed beyond any included amount. The Order Form will specify the currency and fee amounts. All Fees are stated exclusive of any value added tax (VAT) or other sales, use, or similar taxes. Where VAT or any similar tax is chargeable, the Customer shall pay such tax at the rate and in the manner prescribed by law on top of the net Fees.
2. Invoicing and Payment Terms. The Company will invoice the Customer for Fees in accordance with the billing frequency or schedule specified in the Order Form. Each Bundle shall be due and paid in full before they can be accessed and used. Payment shall be made in the currency specified, via the payment method agreed (e.g., bank transfer to a designated account, direct debit, or credit card, as applicable). The Customer is responsible for ensuring that the Company has up-to-date billing contact information and (if applicable) purchase order details. Timely payment of Fees is a material obligation of this Agreement.
3. Late Payment and Interest. If the Customer fails to pay any undisputed Fees by the due date, the Company reserves the right to charge interest on the overdue amount at the rate of 4% per annum above the base lending rate of the Bank of England, from the due date until the date of actual payment, accruing daily. Interest shall not accrue on any amounts under good-faith dispute. The Company shall provide a notice of late payment (which may be combined with a notice of suspension under Usage Limits and Credits above) before applying interest or suspension. In addition to interest, the Customer will reimburse the Company for any reasonable costs incurred by the Company in collecting overdue amounts or enforcing payment (including legal fees and debt collection agency fees).
4. Disputed Charges. If the Customer in good faith disputes any portion of an invoice, the Customer must notify the Company in writing before the invoice due date, providing details of the disputed amount and the basis for the dispute. The Parties shall negotiate in good faith to promptly resolve any invoice dispute. The Customer shall timely pay all undisputed amounts. For the portion under dispute, no interest will accrue while the dispute is pending, provided the dispute is bona fide. If the Parties determine that the Customer owes some or all of the disputed amount, the Customer shall pay the agreed amount within 7 days after resolution of the dispute.
5. No Set-off; Non-refundable. All payments due from the Customer shall be made in full without any deduction or set-off (except as required by law). Except as expressly stated otherwise in this Agreement, all Fees paid are non-refundable. The Customer’s obligation to pay Fees is not contingent on any minimum usage of the Service or on the achievement of any business results. For example, failure to fully utilize the Service or a decision to stop using the Service mid-term does not entitle the Customer to a refund of Fees paid or relieve the Customer of its obligations to pay committed Fees.
6. Taxes. The Fees are exclusive of taxes. The Customer shall be responsible for all taxes, duties, and levies (excluding taxes on the Company’s net income) imposed in connection with the Services or any payments made under this Agreement. If the Customer is required by law to deduct or withhold any taxes from the amounts due to the Company, then the Customer shall gross up the payment such that the Company receives the same net amount it would have received absent such withholding. The Customer shall provide the Company with reasonable evidence of payment of any such withheld taxes upon request.
7. Suspension and Termination for Non-Payment. In addition to any other rights the Company has under this Agreement, if the Customer fails to pay Fees in accordance with this section, the Company may exercise its right to suspend and/or terminate the Service for breach, as described in the Usage Limits and Credits and Termination sections below.

 

Pricing Model and Changes

1. Cost-Per-Interaction Pricing Logic. The Customer acknowledges that the Service is priced on a usage basis, under a cost-per-Interaction model. The specific pricing model and rates applicable to the Customer’s use are set out in the below table (larger bundles are available should the Customer require them):

Bundle	Interactions	Cost/month	Cost Per Interaction
1	500	£200	£0.40
2	1000	£389	£0.39
3	2500	£925	£0.37
4	5000	£1,799	£0.36
5	10000	£3,549	£0.35
6	15000	£4,999	£0.33
7	20000	£6,499	£0.32
8	30000	£9,299	£0.31
9	40000	£11,500	£0.29
10	50000	£13,999	£0.28

 

1. Changes to Pricing and Plans. The Company may adjust the pricing of the Services or introduce new fees or charges from time to time. Any increase in the per-Interaction rate or introduction of a new recurring fee that would result in higher costs to the Customer for the same level of Service will be communicated to the Customer at least two (2) months in advance of such change taking effect. The notice will be provided in writing (which may include email or a notification through the Service) and will outline the proposed changes, the justification or reasons for the changes (for example, increased operating costs, added functionality, or external economic factors), and the date the changes will become effective. During this notice period, the Customer may discuss the changes with the Company and/or evaluate the impact, and the Company shall have sole discretion whether any Bundles already purchased can be honoured at the purchased cost (under Unviable Contracts – Right To Terminate) . If the Customer does not agree to the price increase or new charges, the Company may, as its sole remedy, elect to terminate the affected Services by providing written notice of termination to the Customer at least 14 days before the effective date of the change. In such event, the Service will terminate on the date immediately before the price change would have applied, and the Company will not charge the Customer the increased fees (if the Customer has prepaid for a term beyond the termination date, the Company will refund the unused portion). If the Customer does not terminate the Service and continues to use the Service after the effective date of a pricing change, the Customer is deemed to have accepted the new pricing.

3. Notwithstanding the foregoing, if the Company incurs a material and unforeseen increase in costs as a direct result of a sudden change in pricing or terms by a third-party supplier of foundational AI technology (such as Azure OpenAI), and where such change is imposed with less than two (2) months’ notice, the Company may implement a corresponding adjustment to the affected pricing upon providing as much advance written notice as reasonably practicable. In such cases, the Company will use reasonable efforts to minimise the impact and will provide details of the change, its cause, and its anticipated duration. The Customer shall have the right to terminate the affected Services with 30 days’ written notice, and any prepaid but unused fees will be refunded on a pro-rata basis.
4. Chargeable Interactions

For the purposes of calculating fees on a per-interaction basis:

• Non-chargeable events (Webchat only):
  • If the AI Agent is initiated but the End User does not engage with it (by sending a message that it will analyse and respond to) this interaction will not be chargeable.
• Channel-specific rules:
  • Webchat: An interaction is considered complete (and chargeable) once the session is either closed or escalated (to a human agent or other process).
• Email: If the End User responds within 48 hours of the AI’s response, it is considered the same interaction and charged once. If the End User responds after 48 hours, it will be classed as a new interaction and charged again.
• All other channels (e.g., social, messaging apps): If the End User responds within 12 hours, it is considered a single interaction. Responses received after 12 hours will be deemed new interactions and charged separately.

• Chargeable scenarios (for the avoidance of doubt):
  • Specifically for Webchat, any interaction in which the AI Agent provides a response that is engaged with by the End User is chargeable, regardless of whether the AI response is deemed accurate, complete, or helpful.
  • For all other channels, any interaction in which the AI Agent provides a response is chargeable, regardless of whether the AI response is deemed accurate, complete, or helpful.
  • Re-engagements or repeat contacts by the same End User after the relevant window (12h/48h) are chargeable.
  • Use of the AI Agent by internal staff (e.g., for testing, QA, or training) is chargeable unless otherwise agreed in writing.

5. Reporting and Audit Limitations. The Customer is responsible for analysing usage, response types, and interaction volumes via the standard Gnatta Reporting tools. Any bespoke reporting (e.g. clustering of response types, performance segmentation, or manual audits) requested outside the scope of the standard Reporting functionality will be actioned by Gnatta on a best-efforts basis only, and no obligation to deliver or maintain these services shall be implied or enforced.

1. Unviable Contracts – Right to Terminate. The Company values its customer relationships but reserves the right to exit or terminate this Agreement if it becomes commercially unviable or impracticable for the Company to continue providing the Service to the Customer. Examples of such circumstances might include: extraordinary changes in the costs of delivering the Service specifically for the Customer, the Customer’s requirements or usage deviating significantly from normal use cases in a manner that cannot be supported, or regulatory changes that materially increase the risk or burden of service provision. In the unlikely event that the Company seeks to exercise this right, it will provide the Customer with as much advance notice as reasonably practicable. The notice shall explain the basis for considering the contract unviable and the intended termination date. After such notice, the Customer may discuss alternative arrangements with the Company (for example, modifying usage patterns or agreeing on a new pricing structure) to avoid termination. If no mutually acceptable solution is reached, the Agreement will terminate on the stated date. Upon such termination by the Company for convenience, the Company will refund to the Customer any unused AI Bundles attributable to the period after termination and will reasonably assist the Customer in the transition of the Services as needed to minimize disruption. This clause is separate from and additional to the Company’s rights to terminate for cause or suspend services as elsewhere provided in this Agreement.
2. Changes to Service Limits and Policies. The Company may, from time to time, update, modify, or remove features or functionality of the Service, or establish or modify general operating rules, policies, or technical limits. These may include (but are not limited to) changes to:

• The availability or configuration of specific AI Agent capabilities;
• Limits on the number of interactions, concurrent connections, or API calls;
• Policies relating to acceptable content for AI knowledge bases;
• Data storage, retention, or deletion protocols;
• Workflow behaviour or automation rules;
• Methods of authentication or third-party integrations.

Where such changes are material to the Customer’s use of the Service, the Company will provide the Customer with at least 30 days’ prior written notice (e.g., by email) before implementing the change where possible. The notice will set out the nature of the change and any associated impact.

If the change has a material adverse effect on the Customer’s ability to use the Service as originally intended (and is not mandated by law, regulation, or an urgent issue such as a critical security vulnerability), the Customer may terminate this Agreement upon providing 30 days’ written notice, provided that such notice is issued within 30 days of receiving the Company’s notification of the change.

 

Marketing and Publicity

The Customer agrees that the Company may identify the Customer as a user of the AI Agents Service and may use the Customer’s name, logo, and trademarks for the limited purpose of referencing the Customer in the Company’s marketing and promotional materials. This includes use in client lists (e.g., on the Company’s website or presentations) and case studies or press releases (subject to prior approval for any detailed case study or joint press release). Any such use of the Customer’s name or logo shall be in accordance with any brand guidelines that the Customer provides and shall be factual and dignified, reflecting positively on both Parties. The Company shall not do or say anything in its marketing that could reasonably be expected to tarnish or harm the Customer’s reputation. If the Customer, acting reasonably, objects to any particular use of its name or logo, it shall notify the Company in writing with details of its concerns. The Company will in good faith take the Customer’s concerns into account and, if requested, promptly cease or modify the problematic use.

 

Except as set out above, neither Party shall issue any press release or public announcement regarding the existence or terms of this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). However, the Company may truthfully respond to factual inquiries about the Customer’s status as a customer (for example, if asked whether the Customer is a user of the Company’s services). Likewise, the Customer may publicly refer to the Company and the Service for the purpose of describing its use of the Service (for instance, in internal reports or public-facing documentation of its technology stack), provided that any detailed publicity (such as a testimonial or joint marketing initiative) will be subject to mutual agreement.

 

Confidentiality

1. Confidentiality Obligations. Each Party (as a Recipient) shall keep secret and confidential all Confidential Information of the other Party (the Discloser) and shall not use such Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under this Agreement. The Recipient shall not disclose the Discloser’s Confidential Information to any person or entity except to its own employees, officers, agents, contractors, or professional advisors who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Recipient shall protect the Discloser’s Confidential Information using the same degree of care as it uses to protect its own confidential and proprietary information of a similar nature, but in no event using less than a reasonable degree of care.
2. Use for Agreement Purposes Only. The Recipient shall not use the Discloser’s Confidential Information for its own benefit or for the benefit of any third party, other than as necessary to perform this Agreement. For example, the Customer (as Recipient) may use the Company’s Confidential Information such as non-public pricing or technical documentation solely for its internal business purposes in connection with the Service, and the Company (as Recipient) may use the Customer’s Confidential Information such as Customer Data only to provide and support the Services for the Customer.
3. Exceptions to Confidentiality. The obligations in this section shall not apply to information that the Recipient can demonstrate with credible evidence: (a) is or becomes generally available to the public through no breach of this Agreement by the Recipient; (b) was already known by or in the possession of the Recipient without confidentiality obligations prior to disclosure by the Discloser; (c) is independently developed by the Recipient without reference to or use of any of the Discloser’s Confidential Information; or (d) is lawfully obtained by the Recipient from a third party who is not bound by a confidentiality obligation to the Discloser.
4. Compelled Disclosure. If the Recipient is required by law, court order, or a governmental authority to disclose the Discloser’s Confidential Information, the Recipient shall (to the extent permitted by law) provide the Discloser with prompt written notice of such request or requirement so that the Discloser may seek an appropriate protective order or other remedy. The Recipient shall disclose only that portion of the Confidential Information which it is legally required to disclose and shall use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment by the receiving authority.
5. Return or Destruction of Information. Upon the expiration or termination of this Agreement for any reason, or upon the Discloser’s written request at any time, the Recipient shall promptly return to the Discloser, or at the Discloser’s option, destroy (and certify destruction of), all Confidential Information of the Discloser in the Recipient’s possession or control, except that the Recipient may retain one archival copy of the Confidential Information solely for the purposes of proving the content of the Confidential Information or to the extent required by law or compliance purposes. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement.
6. Confidentiality of Agreement. The Parties acknowledge that the terms and conditions of this Agreement (including pricing and any specific commercial terms) are confidential to both Parties. Each Party agrees not to disclose the terms of this Agreement to any third party without the prior written consent of the other Party, except (i) to such Party’s legal, financial, or accounting advisors who have a need to know and are under duties of confidentiality, (ii) as required by law or regulation (in which case, similar steps as in clause 4 above should be taken to limit disclosure), or (iii) in connection with a due diligence process for a potential investment, merger, or acquisition involving that Party (provided that any third party involved is also under a suitable confidentiality obligation).
7. Remedies. Each Party acknowledges that unauthorized disclosure of the other Party’s Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. In addition to any other remedies available at law or in equity, the Discloser shall be entitled to seek injunctive or other equitable relief for any threatened or actual breach of this Confidentiality section by the Recipient without the necessity of posting a bond or proving actual damages.

 

Intellectual Property and Feedback

1. Company Intellectual Property. As between the Parties, all Intellectual Property Rights in and to the Services, the AI Agent platform, and all software, technology, and materials provided by the Company under this Agreement (including any modifications, improvements, updates, or derivatives of the foregoing) are and shall remain owned by the Company or its licensors. The Customer is granted no title or ownership interest in the Service or underlying technology, but only the limited rights of use as set forth in this Agreement. The Company’s name, logo, and product names (including “Gnatta” and “AI Agents”) are trademarks of the Company, and no right or license is granted to use them except as expressly permitted by the Company. If the Customer provides the Company with any suggestions, ideas, feedback, or recommendations regarding the Service or any of the Company’s products or services (“Feedback”), the Customer hereby grants the Company a perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free license to use, incorporate, and otherwise fully exploit such Feedback for any purpose. The Customer agrees that any Feedback it provides is voluntary and that the Company has no obligation to use the Feedback or compensate the Customer for it.
2. Customer Intellectual Property. As between the Parties, the Customer retains all Intellectual Property Rights in the Customer Data and in any of the Customer’s proprietary technology, content, or materials that it provides or uses in conjunction with the Service (for example, the Customer’s websites, databases, logos, and any proprietary customer support content that the Customer uploads for the AI Agent to reference). The Company shall have no rights in or to any Customer intellectual property except as expressly granted in this Agreement (such as the license to use Customer Data to provide the Service, and the right to use Customer’s name/logo under Marketing and Publicity). If any Customer Data or other materials provided by Customer are protected by third-party Intellectual Property Rights (for example, if Customer uploads content that includes third-party copyrighted text), the Customer warrants that it has obtained all necessary rights or licenses to use that content with the Service and to grant the Company the license to process and use it as described in this Agreement.

Indemnities

1. Indemnification by Company (IP Infringement). The Company shall indemnify, defend, and hold harmless the Customer and its officers, directors, and employees (the “Customer Indemnified Parties”) from and against any and all third-party claims, actions, suits, or proceedings (each, a “Claim”) to the extent arising from an allegation that the Customer’s use of the Service as expressly permitted by this Agreement infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret rights. The Company’s indemnification obligations are contingent on the Customer: (i) promptly notifying the Company in writing of the Claim (provided that failure to provide prompt notice will relieve the Company of its obligations only to the extent it is materially prejudiced by such failure); (ii) giving the Company sole authority and control over the defense and settlement of the Claim (except that any settlement that imposes liability or obligations on a Customer Indemnified Party requires that party’s prior written consent, not to be unreasonably withheld); and (iii) providing reasonable information and assistance to the Company in connection with the defense or settlement of the Claim, at the Company’s expense. Provided these conditions are met, the Company will pay any settlements agreed to by the Company or any final court-awarded damages (including reasonable legal fees and costs) incurred by the Customer Indemnified Parties directly as a result of such Claim.
2. Indemnification by Customer. The Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, and employees (the “Company Indemnified Parties”) from and against any and all Claims arising out of or relating to: (i) the Customer’s or an Authorized User’s use of the Service in breach of this Agreement or in violation of any law or regulation (including, without limitation, any Claim arising from the Customer’s failure to obtain appropriate consents for processing personal data, or a Claim that the Customer Data or other materials provided by Customer infringe a third party’s rights or violate law); (ii) any interactions of End Users with the AI Agent to the extent the Claim is based on content or information provided by the AI Agent that is specific to Customer’s use (for example, if an End User claims they were given misleading or harmful information by the Customer’s AI Agent and the content was influenced by instructions or data provided by the Customer); or (iii) the Customer’s gross negligence or wilful misconduct in connection with its use of the Service. The Customer’s indemnification obligations are contingent on the Company: (a) promptly notifying the Customer in writing of the Claim (with the same proviso about prejudice as above); (b) giving the Customer sole control of the defence and settlement of the Claim (subject to similar consent requirements for any settlement imposing non-monetary obligations on the Company Indemnified Parties); and (c) providing reasonable information and assistance to the Customer at the Customer’s expense. The Customer will pay any settlements agreed by the Customer or any final court-awarded damages (including reasonable legal fees) incurred by the Company Indemnified Parties as a result of such Claim.
3. Indemnity Procedures and Survival. Each Party may participate, at its own expense, in the defense of any Claim with counsel of its own choosing, but the controlling Party (indemnitor) will have the right to lead the defense. The indemnities in this section shall survive the expiration or termination of this Agreement. If an indemnifying Party fails to promptly assume the defense of a Claim as required, the indemnified Party may assume control of the defense (without loss of rights to indemnification) and the indemnifying Party shall be liable for all costs and expenses incurred in such defense. The rights and remedies provided in this Indemnities section are in addition to, and not exclusive of, any other rights and remedies available to a Party at law or in equity; however, they are subject to the limitations and exclusions set forth in the next section.

4. Exclusions: The Company will have no liability or obligation under this indemnity for any Claim to the extent it arises from: (a) the Customer’s combination or use of the Service with software, services, or data not supplied by the Company, if the infringement would not have occurred but for such combination or use; (b) use of the Service in a manner not strictly in accordance with this Agreement or the documentation, or for purposes not intended by the Company, if the infringement would not have occurred but for such misuse; (c) any Customer Data or other content input or provided by the Customer, or outcomes generated by the AI Agent based on such input (for example, if an AI Agent’s answer includes text from the Customer’s knowledge base that infringes a copyright, this would fall outside the Company’s indemnity); or (d) any modification of the Service by anyone other than the Company or its authorized subcontractors.

 

5. Remedial Steps: If the Service becomes, or in the Company’s opinion is likely to become, the subject of an IP infringement Claim, the Company may at its option and expense: (a) obtain for the Customer the right to continue using the Service; (b) modify or replace the Service (or the infringing component) to make it non-infringing, without material loss of functionality; or (c) if the Company determines that neither (a) nor (b) is commercially feasible, terminate this Agreement (or the affected Service component) and refund to the Customer any prepaid fees covering the remainder of the term of the terminated Service. The foregoing indemnity states the entire liability of the Company and the exclusive remedy of the Customer with respect to any intellectual property infringement or misappropriation Claim arising from the Customer’s use of the Service.

 

 

 

 

 

 

Limitation of Liability

1. Cap on Monetary Liability. To the fullest extent permitted by law, the total aggregate liability of each Party (and each Party’s affiliates, officers, employees, and agents) to the other Party arising out of or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or any other theory of liability, shall not exceed an amount equal to two (2) times the Fees paid or payable by the Customer for the Service in the one-month period immediately preceding the event (or series of connected events) that gave rise to the liability. If the event giving rise to liability occurs before any Fees have been paid (for example, in the very first month of the Service), then the liability cap shall be calculated as six times the Fees that would be payable for that initial month at the rates agreed. For clarity, if the Customer pays £X per month as the recurring Service fee, a Party’s total liability over the lifetime of the Agreement is capped at £2X. This cap applies cumulatively to all liabilities arising under or related to this Agreement, including any indemnification obligations, and is not per-claim.
2. Unpaid Fees and Indemnities: The above liability cap shall not apply to the Customer’s obligation to pay outstanding Fees or to the Customer’s indemnification obligations under this Agreement, which shall be payable in full.
3. Exclusion of Certain Damages. In no event shall either Party be liable to the other for any indirect, special, incidental, consequential, punitive, or exemplary damages of any kind, or for any of the following types of loss or damage, whether direct or indirect, arising under or in connection with this Agreement: (a) loss of actual or anticipated profits; (b) loss of revenue or goodwill; (c) loss of business or business opportunity; (d) loss of or damage to data (including the cost of reconstituting or recovering any data); (e) business interruption; or (f) loss of anticipated savings. The foregoing exclusion applies whether such damages or losses were foreseeable or not, and whether the claiming Party has been advised of the possibility of such damages. Each Party acknowledges that the other Party has entered into this Agreement relying on the limitations of liability stated herein and that these limitations are an essential basis of the bargain between the Parties.
4. Scope of Limitations. The limitations and exclusions of liability in this section shall apply to all causes of action or claims in the aggregate, whether arising from breach of contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise. However, nothing in this Agreement is intended to exclude or limit either Party’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any breach of any obligation as to title implied by statute; or (iv) any other liability which cannot be lawfully excluded or limited under applicable law (such as liability under the Data Protection Act 2018 for certain data protection violations, if and to the extent applicable).
5. Data and AI Output Disclaimer. The Customer acknowledges that the Service involves automated processing of Customer Data and generation of AI outputs. Data Loss: The Company shall not be liable for any deletion, correction, destruction, damage, loss, or failure to store any Customer Data that occurs as a result of the Customer’s actions or omissions or as a result of the Customer exceeding usage limits or failing to backup or save data, or that occurs in the course of data transmission via third-party networks (such as the internet) not under the Company’s control. The Customer is responsible for keeping copies or backups of its Customer Data as needed. It is the Company’s obligation with respect to any loss or corruption of Customer Data caused by a fault in the Service is limited to using commercially reasonable efforts to restore the data from the latest backup maintained by the Company (if any). AI Outputs: The Customer further acknowledges that AI Agent outputs are generated probabilistically and may be unpredictable or contain errors. The Company shall not be liable for any decisions made by the Customer or any End User, or actions taken, in reliance on information or answers provided by the AI Agent. The Customer is solely responsible for vetting critical AI outputs and for any use of the AI Agent in its interactions with End Users. The Customer shall regularly monitor the AI Agent’s interactions and accuracy and make changes to any AI-generated prompts out outputs that are incorrect or inappropriate, and furthermore agrees to promptly notify the Company of any material issues, errors, or adverse events arising from the AI Agent’s interactions of which Customer becomes aware, and to cooperate with Company in investigating and remedying such issues.
6. The Customer shall indemnify the Company for any third-party claims arising from such use as set forth in the Indemnities section. The limitations of liability in this Agreement (including the liability cap and exclusions above) apply fully to any damages or losses incurred by the Customer or others arising from inaccurate, misleading, or otherwise problematic content generated by the AI Agent.
7. Customer Responsibilities for Integration Security. The Customer is solely responsible for ensuring that any integrations between the Services and third-party systems, applications, or platforms (including, but not limited to, CRM, order management, or identity providers) implement adequate authentication and access control measures.

The Customer must ensure that:

• Only authorised Users and systems can access the AI Agents functionality;
• Role-based access and permissions are appropriately configured to prevent unauthorised data exposure;
• Sensitive data is not inadvertently made accessible to AI Agents unless explicitly required for functionality and properly governed.
• Gnatta shall not be liable for any data exposure, misrouting, or unauthorised access that results from Customer-managed integration configurations, missing access control logic, or inappropriate user permission structures.

1. Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, exclusion of damages, or waiver of warranties represents a conscious allocation of risk between the Parties, which allocation is reflected in the Fees and other terms. Each of these provisions is severable and independent of any other provision of this Agreement. The limitations and exclusions set forth in this Agreement shall apply even if any limited remedy fails in its essential purpose.

 

Disclaimers

1. No General Warranty. Except as expressly set forth in this Agreement, the Service (including the AI Agents feature and all associated software, content, and other services provided by the Company) is provided on an “as is” and “as available” basis, without any warranties, representations, or conditions of any kind, whether express, implied, or statutory. The Company, on behalf of itself and its suppliers, specifically disclaims all implied warranties or conditions, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. The Company does not warrant that the Service will meet the Customer’s requirements, or that operation of the Service will be uninterrupted, virus-free or error-free, or that all errors can or will be corrected.
2. AI-Related Disclaimers. The Customer understands and accepts that artificial intelligence technologies have inherent limitations. The AI Agents provided as part of the Service generate responses based on patterns and information they have been trained on or provided, and they may occasionally produce incorrect or unintended results. The Company does not guarantee the accuracy, completeness, or usefulness of any information or answer provided by an AI Agent. The AI Agent does not have human judgment and might not recognize context or nuances in the way a human would. The Customer should not rely on the AI Agent as the sole means to resolve critical issues or to provide professional advice to End Users. Any guidance or answers given by the AI Agent should be validated by the Customer, especially if used in important scenarios.
3. No advisory or fiduciary role: The AI Agent’s outputs are not professional or expert advice by the Company to the Customer or End Users, and the Company disclaims any liability for how the Customer or End Users use or interpret the AI’s outputs.
4. No Guarantee of Results. The Company makes no representation or warranty that the use of the Service will achieve any specific outcomes for the Customer, including (but not limited to) cost reductions, operational efficiency improvements, or enhanced customer satisfaction. Any case studies, projections, or examples of benefits referenced by the Company — whether in marketing materials, proposals, or discussions — are intended for illustrative purposes only and shall not be deemed guarantees or performance commitments.

The Customer acknowledges that the effectiveness of the Service is dependent on numerous factors that fall outside the Company’s control. These include, but are not limited to:

• The accuracy, consistency, and structure of the Customer’s underlying data sources;
• The completeness and clarity of knowledge base material, system rules, or prompts provided by the Customer;
• The design, stability, and integrity of any third-party systems or integrations relied upon by the Service;
• The Customer’s configuration and deployment choices, including failure to follow setup guidance provided by the Company;
• The extent and rigour of internal testing and validation by the Customer before enabling the Service in a production environment;
• The behaviour of End Users and how they engage with the AI Agents in live scenarios.

The Company may provide suggestions, guidance, or implementation support as part of onboarding or ongoing service, but it is the sole responsibility of the Customer to determine whether, when, and how to apply such input in their environment. The Company disclaims liability for lack of results where these contributing factors are not adequately addressed by the Customer.

The Customer remains solely responsible for ensuring the Service meets its business needs, both at the outset and throughout its use.

1. Third-Party Services and Data. The Company is not responsible for any third-party services, software, or data that the Customer chooses to use or integrate with the Service. This includes, for example, third-party messaging platforms, CRM systems, or databases that the Service may interface with at the Customer’s direction. The Company makes no warranty as to the availability or performance of any third-party platforms or integrations. Any exchange of data or interactions between the Customer (or AI Agent) and a third-party service is solely between the Customer and that third-party, even if facilitated by the Service. The Company does not guarantee continued compatibility of the Service with any particular third-party service and may cease support for integrations if the third-party’s operations or terms change.
2. Beta Features. If the Company offers the Customer access to any beta or experimental features as part of the Service (which will be identified as such), those features are provided “as is” without any warranty whatsoever and solely for evaluation purposes. The Company provides no assurances that beta features will function correctly or be developed into full offerings, and the Customer’s use of them is entirely at its own risk.

 

Term and Termination

1. Term of Agreement. This Agreement commences on the Effective Date and will continue in effect until terminated as provided herein. If the Parties have executed an Order Form that specifies a fixed term (for example, a one-year subscription), then this Agreement will remain in effect for the duration of that term and any renewal terms, unless earlier terminated in accordance with this section. If the Service is provided on an open-ended or pay-as-you-go basis without a fixed term, this Agreement will continue until either Party terminates by providing notice as set out below.
2. Termination by Customer (For Convenience). The Customer may terminate this Agreement (and any or all Order Forms) for convenience at any time by giving at least ninety (90) days’ prior written notice to the Company, unless a longer minimum term or notice period is specified in an Order Form for a particular subscription. Upon a termination for convenience by the Customer:
   • The Customer shall cease use of the Services by the effective date of termination and remove any AI Agents from public interaction.
   • The Customer shall be responsible for payment of all Fees due up to the effective date of termination. If the Customer has pre-paid any Fees (for example, paid upfront for an annual term or purchased Bundles of Interactions), the unused portion of such Fees as of the termination will not be refundable, except where expressly agreed by the Company or required by law. Unused credits or Interactions are forfeited upon termination for convenience by the Customer.
   • At the Customer’s request, the Parties will coordinate to migrate or return Customer Data prior to termination (for example, providing conversation logs or knowledge base data to the Customer). Any assistance beyond standard data export may be subject to professional services fees.
   • Termination of the Agreement (or an Order Form) by the Customer for convenience will not relieve the Customer of liability for any breach of the Agreement prior to termination. If the Customer terminates a fixed-term subscription early (absent breach by the Company), the Company shall be entitled to invoice for any committed Fees or a pro-rated portion thereof as a reasonable early termination charge (unless waived by the Company at its discretion).
3. Termination by Company (For Cause or Convenience).
   • For Cause: The Company may terminate this Agreement or any Order Form by giving written notice to the Customer, effective immediately or on a specified future date, if: (i) the Customer is in material breach of this Agreement and, where the breach is remediable, fails to remedy that breach within 7 days after receiving written notice of the breach from the Company (for the avoidance of doubt, failure to pay Fees when due is a material breach and is only curable by full payment); or (ii) the Customer undergoes an insolvency or bankruptcy event (such as becoming unable to pay its debts as they fall due, going into liquidation, or having an administrator or receiver appointed over its assets).
   • For Convenience: In addition, the Company may terminate this Agreement (or, if it prefers, just an affected Order Form) for convenience by providing at least 7 days’ written notice to the Customer, under the circumstances described earlier in Pricing Model and Changes (e.g., discontinuation of the Service or unviability of the contract). In such case, the Company will refund any pre-paid Fees covering the period after the termination date.
   • Suspension as Precursor: The Company typically will exercise its right to suspend the Service as a first step before termination for cause, in accordance with the provisions of Usage Limits and Credits, especially in cases of non-payment or suspected misuse, to allow the Customer a final opportunity to cure the issue. However, if the Company reasonably determines that the breach is not curable or that waiting is likely to cause harm or liability (for example, a serious violation of law by the Customer), the Company may terminate immediately without a prior suspension.
   • No Waiver: Termination of the Agreement by the Company for any reason shall not preclude the Company from pursuing any other remedies available to it under law or equity, including claims for unpaid Fees or damages for breach.
4. Effect of Termination. Upon expiration or termination of this Agreement or any Order Form for any reason:
   • The Customer’s rights to access and use the Service (and any related licenses) shall immediately cease on the effective date of termination. The Customer shall immediately discontinue all use of the Service, and the Company may take steps to prevent further access (such as disabling the Customer’s accounts).
   • The Customer shall promptly pay all outstanding Fees and any other charges incurred up to the effective date of termination. Invoices for any outstanding Fees may be issued and become immediately payable upon termination (including any accrued overage fees or unbilled usage).
   • Each Party shall return or, at the other Party’s request, destroy Confidential Information of the other Party as described in the Confidentiality section.
   • The sections of this Agreement which, by their nature, are intended to survive termination or expiration shall so survive. This includes (but is not limited to) Definitions, Fees and Payment (with respect to any amounts owed), Confidentiality, Intellectual Property and Feedback (as applicable to rights and restrictions post-termination), Indemnities, Limitation of Liability, Disclaimers, and General Provisions.
   • If requested, the Company will provide reasonable cooperation (at its then-current rates for professional services, unless the termination is due to Company’s breach in which case basic assistance will be provided at no charge) to ensure an orderly transition of services or data back to the Customer or to a replacement provider.
5. Partial Termination; Modification. In some cases, the Customer might terminate one Service or Order Form (for instance, the AI Agents feature) but continue using other services of the Company under separate Order Forms. In such case, the termination effects described above apply only to the terminated Service, and the Agreement will remain in effect for the remaining Services unless otherwise stated. Similarly, if the Parties agree to modify or discontinue a particular component of the Service, they may do so without terminating the entire Agreement, by documenting the change in writing.
6. Force Majeure Termination. Either Party may terminate this Agreement upon written notice if a Force Majeure event (as defined earlier) affects the other Party’s performance of a material obligation under this Agreement and continues for a period of sixty (60) days or more, rendering the continuation of the Agreement commercially impracticable.

 

General Provisions

• Entire Agreement. This Agreement (together with all Order Forms, schedules, and documents incorporated by reference, including any Data Processing Addendum and applicable policies) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and extinguishes all prior or contemporaneous agreements, promises, assurances, warranties, representations, understandings, or discussions (whether written or oral) between the Parties relating to the same subject matter. Each Party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or assurance not expressly set out in this Agreement, and neither Party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
• Amendments. No modification, amendment, or variation of this Agreement (including any Order Form) shall be effective unless it is in writing and signed by the duly authorized representatives of both Parties (which, for clarity, may include an electronic signature or acceptance through an online contracting mechanism provided by the Company). The Parties agree that the terms of this Agreement shall supersede any conflicting terms in a purchase order or other non-negotiated document provided by the Customer, and any such conflicting or additional terms are hereby rejected and shall be of no effect unless expressly agreed in a written amendment as described above.
• Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude full exercise of any other right, power, or remedy. A waiver of any right or remedy under this Agreement on one occasion shall not be deemed a waiver of such right or remedy on any other occasion. Any waiver must be express and in writing to be effective, and shall apply only to the specific instance to which it relates and not to any future situation or other right.
• Severability. If any provision (or part of a provision) of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted (or modified to the minimum extent necessary to make it enforceable if permitted). The validity and enforceability of the other provisions of this Agreement shall not be affected and shall remain in full force and effect. In the event a provision is deemed deleted in accordance with this clause, the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
• Force Majeure. Neither Party shall be liable for any failure to perform, or delay in performing, any of its obligations (except payment obligations) under this Agreement if and to the extent that the failure or delay is caused by Force Majeure. The affected Party shall promptly notify the other Party of the Force Majeure event, describing its nature and expected duration, and continue to update the other Party as reasonable. The affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure event and to resume performance of its obligations as soon as possible. If the Force Majeure event prevents a Party from performing a material obligation under this Agreement for an extended period (e.g., more than 60 days), the other Party may terminate this Agreement in accordance with the Termination clause without liability (other than a refund of any pre-paid Fees for undelivered Services, in the case of termination by the Customer).
• Assignment. The Customer shall not assign, transfer, sub-contract, or delegate any of its rights or obligations under this Agreement (in whole or in part) without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed. The Company may assign or transfer this Agreement, in whole or in part, to (i) any affiliate controlling, controlled by, or under common control with the Company, or (ii) a successor entity in the event of a merger, acquisition, or sale of all or substantially all of the Company’s assets or business related to this Agreement. The Company shall notify the Customer of any such assignment. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any purported assignment in breach of this section shall be void and of no effect.
• No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, association, or fiduciary relationship between the Parties. Each Party is an independent contractor with respect to the other Party. Neither Party shall have, nor represent that it has, any authority to act for, bind, or incur any obligation on behalf of the other Party.
• Third-Party Rights. A person or entity who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 (UK) or otherwise to enforce any term of this Agreement, except that any affiliate of the Company providing any part of the Services shall be entitled to enforce the limitations and exclusions of liability and confidentiality obligations in this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The Parties may rescind or vary this Agreement without the consent of any third party.
• Notices. Any notice or other communication given under or in connection with this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post (or airmail if international), by a reputable courier service, or by email. Notices shall be sent to the addresses of the Parties set out in the opening paragraph of this Agreement (or to such other address or email as notified by a Party in writing for this purpose). A notice is deemed to have been received: if delivered by hand or courier, at the time of delivery (or, if delivery is not in a Business Day, at 9:00 am on the first Business Day following delivery); if sent by post, on the second Business Day after posting (or fifth Business Day if sent airmail internationally); and if sent by email, at the time of transmission, provided no bounce-back or error notice is received by the sender and a confirmation copy is sent by another method (hand, courier, or post) within one Business Day after the email. For notice validity, an email must be sent to a designated notice email address provided by the Party (if an email address is provided specifically for legal notices) or, if no such address is designated, to a known business contact at the receiving Party with a copy to the receiving Party’s legal or contract department if separately specified.
• Governing Law. This Agreement and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales.
• Jurisdiction and Dispute Resolution. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter. Notwithstanding the foregoing, before commencing any legal action, the Parties shall use good faith efforts to resolve any dispute informally, including by escalation to senior management. If any dispute is not resolved within thirty (30) days of one Party giving notice of the dispute to the other Party (unless this period is extended by mutual agreement), either Party may initiate court proceedings. Nothing in this Agreement shall prevent either Party from seeking injunctive or interim relief in any jurisdiction to protect its Confidential Information or intellectual property rights.
• Compliance with Laws. Each Party shall comply with all laws and regulations applicable to its performance under this Agreement. The Customer warrants that it shall not export or re-export any software or technical data provided under this Agreement except in compliance with applicable export control laws. The Company may suspend performance of its obligations to the extent required to comply with trade sanctions or export control regulations if the Customer is or becomes a sanctioned or restricted party under UK, EU, or US law.
• No Publicity. (Subject to the Marketing and Publicity clause above) Neither Party shall make or issue any public announcement or press release regarding this Agreement or the relationship between the Parties without the prior written consent of the other Party, except as required by law or regulatory authority (and in such case after consultation with the other Party to the extent practicable).
• Costs. Each Party shall bear its own costs and expenses (including legal fees) incurred in relation to the negotiation and execution of this Agreement and any Order Forms.
• Counterparts and Electronic Signatures. This Agreement and any Order Form may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, and all the counterparts together shall constitute the one agreement. Delivery of an executed counterpart signature page of this Agreement (or any Order Form) by email (for instance, in PDF form) or by an electronic signature service/platform shall be as effective as delivery of a manually executed original.
• Further Assurances. Each Party agrees to perform (or procure the performance of) such further acts and to execute and deliver such further documents as may reasonably be required for the purpose of giving full effect to this Agreement and the transactions contemplated by it.
• Headings. Headings and subheadings used in this Agreement are for convenience and reference only. They do not affect the construction or interpretation of this Agreement.