AIOS Terms of Service

IMPLEMENT AI — AI Operating System (AIOS) TERMS OF SERVICE

Version: 1 September 2025

1. APPLICATION OF TERMS OF SERVICE

1.1. These terms of service (“Terms of Service”) apply to and govern all agreements entered into by Implement AI Limited, a company incorporated in England and Wales (registered number 14842097), whose registered office is at 85 Great Portland Street, London, W1W 7LT, England (“Implement AI”) for the provision of the Services (as defined below).

1.2. A Customer’s access and use of the Services (as defined below) is conditional on the acceptance of, and compliance with, these Terms of Service. By entering into an order with Implement AI for the Services and/or by using the Services, the Customer is confirming the Customer’s acceptance of these Terms of Service.

1.3. These Terms of Service shall be incorporated into each agreement between the parties for the provision of the Services and shall prevail over: (i) any inconsistent terms and conditions that are contained in, attached to, or otherwise referred to in any documentation issued by the Customer (which are hereby rejected and shall have no force or effect); and (ii) to the extent permitted by law, any terms and conditions which are implied by law, trade custom, practice or course of dealing.

1.4. The following additional terms and conditions and policies also apply to the Customer’s use of the Services and are specifically incorporated into these Terms of Service by reference:

• the Website terms of use https://implementai.io/terms-and-conditions-of-use/;
• the Support Services Policy, which details the helpdesk support that Implement AI shall provide in relation to the Services; and
• Implement AI’s privacy policy, which details how Implement AI collects and uses personal information in connection with the Customer’s access to and use of the Services and how Implement AI may contact the Customer https://implementai.io/privacy-policy/.

2. DEFINITIONS AND INTERPRETATION

2.1. The definitions and rules of interpretation set out in Schedule 1 shall apply to these Terms of Service.

3. COMMENCEMENT, SUBSCRIPTION TERM AND TRIALS

3.1. The Agreement shall start on the Commencement Date and shall continue, subject to earlier termination in accordance with the Agreement, until expiry of the Initial Subscription Term.

3.2. On expiry of the Initial Subscription Term, the Agreement shall be automatically extended for successive periods of 12 months on each anniversary of the Go-Live Date (each a “Subscription Renewal Period”) unless and until:

• either party terminates the Agreement for convenience at the end of the Initial Subscription Term or Subscription Renewal Period (as applicable) by giving the other party written notice of termination no later than 30 days before expiry of the Initial Subscription Term or any Subscription Renewal Period (as applicable), in which case the Agreement shall terminate upon the expiry of the Initial Subscription Term or Subscription Renewal Period (as applicable); or
• otherwise terminated in accordance with the provisions of the Agreement.

3.3. The parties may agree in an Order for the Services to be provided on a trial basis. In such circumstances:

• the Services shall be provided on a trial basis from the Go-Live Date for the term set out in the Order (the “Trial Period”) and, unless otherwise agreed in the Order, at the end of the Trial Period, the Agreement shall automatically continue for the remainder of the Initial Subscription Term and Subscription Renewal Period in accordance with clauses 3.1 and 3.2 unless either party gives at least 30 days’ written notice to terminate the Agreement prior to the expiry of the Trial Period;
• such trial shall be subject to any applicable purpose limitations, charges and other terms set out in the Order; and
• unless otherwise agreed and set out on the Order Form, no Trial Period shall apply if a Customer has completed an Implement AI pilot programme (such as, but not limited to, AI Activate) within 6-months prior to the date of the Order Form.

3.4. During the Trial Period:

• the Services shall be provided on an “as is” basis;
• Implement AI does not make or give any representation or warranty concerning the Services including that the same are fit for any particular purpose, meet any particular standard, will function in any particular manner nor that the same are free of errors or bugs or will operate free of interruption; and
• Implement AI’s liability shall be capped at £500 in aggregate.

4. CUSTOMER SETUP

4.1. In consideration of the Customer paying the Setup Fee, Implement AI shall, as soon as reasonably possible after the Commencement Date, use reasonable endeavours to carry out such Setup Services (if any) as are specified in the Order. The Customer acknowledges and agrees that the Setup Fee is non-refundable.

4.2. Implement AI shall provide the Setup Services to the Customer with reasonable skill and care.

4.3. The Customer shall provide Implement AI with such cooperation, information and assistance as Implement AI may reasonably request in connection with Setup Services.

4.4. When, in Implement AI’s reasonable opinion, Implement AI has completed the Setup Services and the Services are ready to Go-Live, Implement AI shall notify the Customer of the Go-Live Date of the Services.

4.5. The Customer acknowledges and agrees that:

• whilst Implement AI may, at its sole discretion, provide guidance as to the configuration and implementation of the Services, unless expressly otherwise agreed in the Order, the Customer is solely responsible and liable for configuring, implementing and integrating the Services with the Customer’s system, including the development and integration of appropriate APIs and other system integration work and Implement AI shall not be obliged to undertake or provide support for any Customer configurations or systems integration work; and
• the Customer is solely responsible and liable for any scripts to be utilised by AI Agents, including for preparing and updating such scripts and for ensuring that such scripts: (i) are appropriate for the Customer’s purposes; (ii) comply with all Applicable Laws; (iii) are accurate, reliable and complete; and (iv) are not obscene, vulgar, pornographic, exploitative or offensive, and the Customer shall be solely responsible for updating any such scripts as may be necessary from time to time.

5. CUSTOMER’S ACCESS AND USAGE RIGHTS

5.1. In consideration of Customer’s payment of the Subscription Fees and subject to the Customer’s compliance with the Agreement, with effect from the Go-Live Date, Implement AI grants to the Customer a limited, non-exclusive, non-transferable, revocable, licence, without the right to grant sublicences, to permit such numbers of Authorised Users as are specified in the Order to: (a) remotely access and use the AI Operating System in the Territory solely for the Permitted Purposes; and (b) access and use the Documentation in the Territory solely to the extent necessary for the purposes of accessing and using the AI Operating System for the Permitted Purposes in accordance with the Agreement.

5.2. To access and use the Services, the Customer must register for a user account via the Implement AI Website. The Customer is responsible for maintaining the confidentiality and security of the Customer’s account credentials, which must not be shared with any person other than an Authorised User. The Customer must immediately notify Implement AI if the Customer knows, or has any reason to suspect, that the Customer’s credentials have been lost, stolen, or otherwise compromised or in case of any actual or suspected unauthorised use of the Customer’s account. The Customer is responsible for any and all activities conducted through the Customer’s account.

5.3. The Customer’s use of the Services is subject to the monthly usage credits applicable to the Customer’s agreed subscription (“Usage Credits”), as set out in the Order and as further described in this clause 5.

5.4. If the Customer uses all the Usage Credits available in any month during the Subscription Period, the Customer may not make, or the Services may prevent the Customer from making, any further use of the Services in that month.

5.5. The Customer may purchase additional monthly Usage Credits at any time during the Subscription Period on the AI Agent Platform, subject to the costs and process for purchasing additional Usage Credits set out in the Order and/or notified to the Customer by Implement AI from time to time. The Customer may either: (a) opt to purchase additional Usage Credits for a particular month, on a one-off basis; or (b) elect to increase the Usage Credits for that month and each subsequent month during the Subscription Period on an ongoing basis, in which case: (i) the Customer will be required to pay a one-off fee for the current month; and (ii) the Subscription Fee for future months shall be increased accordingly. If the Customer elects this option, and an automated option is not available, the Customer may subsequently reduce the additional Usage Credits to the original volume detailed in the Order by giving Implement AI written notice not less than 5 days prior to start of a month, in which case the additional Usage Credits will be disapplied for each subsequent month thereafter (and the Usage Credit will revert back to that set out in the Order).

5.6. Once any additional Usage Credits have been used up, the Customer may not make, or the Services may prevent the Customer from, any further use of the AI Software Solution, unless the Customer purchases additional Usage Credits in accordance with this clause 5.

5.7. Usage Credits available for a particular month of the Subscription Term are only valid and capable of being used for the relevant month. The Customer shall not be entitled to roll over any unused Usage Credits at the end of any given month during the Subscription Term.

5.8. The Customer’s access to and use of the Services shall also be subject to any additional specific limitations on access and usage as may be detailed in the Order.

6. CUSTOMER OBLIGATIONS

6.1. The Customer acknowledges and agrees that, in light of the nature of the Services, the Customer shall exercise appropriate human oversight in respect of the Customer’s use of the Services and any Customer Output, including that the Customer shall actively monitor its use of the Services and any Customer Output on an ongoing basis throughout the Subscription Term. In particular, the Customer shall ensure that, on an ongoing basis throughout the Subscription Term, an appropriately senior, trained and skilled employee of the Customer reviews and verifies the performance, accuracy and appropriateness of the AI Agents and any Customer Output generated by any AI Agents. Without prejudice to the generality of the foregoing, the Customer shall: (a) promptly notify Implement AI if the Customer becomes aware of any issues or concerns with the Services or any Customer Output; (b) immediately suspend use of the Services if the Customer considers that such ongoing use is unlawful or shall otherwise place the Customer in breach of the Agreement; and (c) promptly implement any changes to the Customer’s configurations and scripts as may be appropriate.

6.2. The Customer shall: (a) provide Implement AI with all necessary co-operation in relation to the Agreement and necessary access to such information and materials as may be required by Implement AI, including the Customer Data and Customer Materials; (b) comply with all Applicable Laws with respect to its activities pursuant to the Agreement; (c) obtain and maintain all necessary licences, consents, and permissions necessary for Implement AI, its contractors and agents to perform their obligations under the Agreement; (d) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, notify Implement AI as soon as reasonably practicable and, in any event, within 48 hours; (e) carry out all other Customer obligations and responsibilities under the Agreement in a professional, timely and efficient manner; and (f) have, operate and maintain all systems, networks, equipment and infrastructure required to access and use the Services and ensure they meet any minimum operating requirements detailed in the Documentation or otherwise notified by Implement AI.

6.3. The Customer shall not: (a) except as required by non-excludable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form or seek to discover the source code or underlying components of all or any part of the AI Operating System (including models, algorithms, software or systems) or Documentation; (b) access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services; (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; (d) conduct any testing (including benchmark tests or penetration tests) except as expressly agreed in writing by Implement AI; or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as permitted by the Agreement.

6.4. The Customer further agrees that it shall not access or use the Services in any way or for any purpose (including for the storage, transmission, distribution, publication or dissemination of any material): (a) that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) that facilitates illegal activity; (c) that depicts sexually explicit images; (d) that promotes unlawful violence; (e) that is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; (f) that is fraudulent, misleading or deceptive; (g) that is otherwise illegal or causes damage or injury to any person or property; (h) that breaches any third-party rights; (i) that breaches any Applicable Laws; (j) to store, introduce, transmit, distribute, publish or exploit any Virus or Vulnerability or commit any denial-of-service attack; or (k) to transmit unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation, and the Customer will indemnify, defend and hold harmless Implement AI for any Losses arising as a result of any claim by any third party in connection with any breach of this clause 6.4.

6.5. The Customer shall ensure that the Authorised Users access and use the Services and Documentation in accordance with the Agreement and any instructions given by Implement AI. The Customer shall be responsible for all acts and omissions of each Authorised User as if they were the acts and omissions of the Customer.

7. SUPPORT SERVICES, UPDATES AND UPGRADES

7.1. During the Subscription Term Implement AI will, as part of the Services, provide the Customer with Implement AI’s standard customer support services during Business Hours in accordance with Implement AI’s Support Services Policy (“Support Services”). The Support Services Policy is subject to the exclusions and limitations set out in the relevant Services Specification, the Support Services Policy and the Agreement. Implement AI may amend the Support Services Policy in its sole discretion from time to time. Implement AI shall provide the Support Services with reasonable skill and care.

7.2. Implement AI shall be entitled to modify the Services and associated Documentation, including making additions, alterations or deletions to them, (each a “Modification”) at any time in Implement AI’s sole discretion, including for the purposes of: (a) improving, updating or upgrading existing functionality; (b) making new features, functionality, applications or tools available; (c) reflecting changes to technology or market practice; (d) correcting defects and other issues, including the implementation of patches, work-arounds and fixes; (e) complying with the requirements of Third Party Providers; or (f) addressing Applicable Laws or legal obligations or otherwise to reflect any legal, regulatory or market-based changes or guidance. Access to and use of any Modifications may be subject to further terms/fees notified in advance. Implement AI will not make Modifications likely to materially adversely impact functionality or performance without the Customer’s prior written consent (except where legally required or to resolve a security flaw).

8. SERVICE COMMITMENTS & CUSTOMER REMEDIES

8.1. Subject to the remainder of this clause 8 and the Customer complying with the Agreement, from the Go-Live Date until expiry of the Subscription Term, Implement AI shall: (a) provide the AI Operating System so that it complies in all material respects with the AI Operating System Specification; and (b) use commercially reasonable endeavours to make the AI Operating System available 99.5% of the time (monthly average).

8.2. Availability calculations exclude: (a) maintenance, support or Modifications; (b) suspensions or restrictions in accordance with the Agreement; (c) Force Majeure; and (d) issues attributable to clause 8.6 events.

8.3. The Customer shall: (a) promptly notify Implement AI in writing of any alleged breach of the AI Operating System Commitments or other defect; and (b) provide information reasonably requested to verify, investigate and attempt to resolve.

8.4. Implement AI shall use commercially reasonable efforts to remedy any breach (including by update or work-around). These Support/Remedy commitments are the Customer’s sole and exclusive remedies for breach/non-conformity of the AI Operating System, subject to clause 17.2.

8.5. Implement AI is not responsible for delays, delivery failures, or other losses resulting from the transfer of data over communications networks and facilities, including the internet.

8.6. Implement AI shall not be liable for non-conformity, defect or downtime attributable to: (a) acts/omissions of Customer or Authorised Users (including contrary use); (b) failure to meet/maintain minimum operating requirements; (c) work on the AI Operating System by anyone other than Implement AI; (d) defects/errors in Customer configurations/scripts/materials/data, or actions taken at Customer’s direction; (e) malicious use/misuse by others; (f) Viruses/attacks not by Implement AI; or (g) Customer/Authorised User systems, networks, infrastructure or third-party systems with which the AI Operating System interacts.

8.7. Implement AI may deploy a circuit-breaker capable of interrupting the AI Operating System where reasonably necessary to comply with law or limit/prevent potential harm.

9. IT SECURITY ARRANGEMENTS

9.1. Details of Implement AI’s security arrangements for the AI Operating System are available on request or via a URL provided by Implement AI from time to time (“Security Arrangements”), and may be amended from time to time.

9.2. The Customer is responsible for assessing applicability and suitability of the Security Arrangements and for checking for updates.

9.3. Implement AI shall use commercially reasonable endeavours to use antivirus protection reasonably designed to seek to prevent the AI Operating System from being infected with any Virus.

9.4. The Customer shall: (a) maintain and comply with security systems, policies and procedures consistent with good practice; and (b) keep full, up-to-date and secure back-ups of Customer Materials/Data/Output. Subject to clause 17.2, Implement AI is not liable for any loss or corruption of Customer Materials/Data/Output.

10. THIRD-PARTY SYSTEMS AND MATERIALS

10.1. The Customer acknowledges Implement AI uses certain Third Party Providers to provide or licence data, systems, networks, infrastructure and other items to enable the Services (“Third Party Materials/Systems”).

10.2. The Customer agrees to comply with any Third Party Terms notified by Implement AI or the relevant provider, and to enter into any required end-user licences to receive/continue receiving such Third Party Materials/Systems.

11. CHARGES AND PAYMENT

11.1. The Customer shall pay Implement AI: (a) the Setup Fee on the Commencement Date; (b) the Subscription Fee monthly in advance from the Go-Live Date; (c) for any additional Usage Credits purchased on a one-off basis in advance; and (d) any other amounts payable in accordance with notified payment terms.

11.2. Implement AI may invoice once an amount is due. The Customer shall provide valid card details and authorises Implement AI (directly or via a third-party platform, including Stripe, Inc.) to bill in accordance with the payment terms.

11.3. If payment is not received within 10 days after due date: (a) Implement AI may disable the Customer’s account/access until payment is made; and (b) interest accrues daily at 4% above Bank of England base rate (or 4% if the base rate is below 0%).

11.4. All Fees: (a) payable in GBP; (b) without set-off, counterclaim, deduction or withholding (save required tax); and (c) exclusive of VAT and any other taxes, which shall be added at the appropriate rate.

11.5. Implement AI may increase Subscription Fees at the start of each Subscription Renewal Period with not less than 35 days’ prior notice; the Order is deemed amended accordingly.

11.6. If usage restrictions are exceeded, Implement AI may recover: (a) additional fees at its then-standard rates; (b) reasonable administration costs; and (c) any third-party Losses arising from the excess usage.

12. INTELLECTUAL PROPERTY

12.1. Implement AI and/or its licensors own all Intellectual Property Rights in the Services (including the AI Operating System), Documentation and all other Background IP.

12.2. Except as expressly stated, the Customer does not obtain any rights in the foregoing. If any such rights arise, the Customer shall promptly assign them (with full title guarantee, free of encumbrances) to Implement AI and execute all documents required to vest them absolutely in Implement AI.

12.3. As between the parties (and subject to 12.1), the Customer or its licensors own IP in Customer Materials, Customer Data and Customer Output. The Customer grants Implement AI a non-exclusive, royalty-free, worldwide licence during the Subscription Term to use the same to provide the Services.

12.4. Customer/Authorised Users may provide suggestions/feedback etc., which Implement AI may freely use and exploit; all IP arising from such use belongs to Implement AI.

13. CONFIDENTIALITY

13.1. Confidential Information excludes information that: (a) is or becomes public other than through breach; (b) was lawfully possessed before disclosure; (c) is lawfully disclosed by a third party without restriction; or (d) is independently developed.

13.2. Each party shall protect the other’s Confidential Information with the same measures it applies to its own confidential information.

13.3. Neither party shall disclose the other’s Confidential Information except as permitted under clauses 13.4–13.5 or where expressly permitted in writing.

13.4. A party may disclose the other’s Confidential Information to its Group, employees, authorised sub-contractors, agents, representatives, professional advisers, potential purchasers, investors or funders where reasonably required for implementation/operation or due diligence, subject to appropriate confidentiality obligations.

13.5. Disclosure required by law/regulator/exchange is permitted with notice where lawful, and due account taken of the other party’s reasonable requests.

13.6. Implement AI may refer to the Customer (name/logo) as a customer in PR, marketing and sales, and may otherwise use the Customer’s marks as necessary to provide the Services. Other uses require prior written consent.

14. DATA PROTECTION

14.1. The Data Protection Terms at Schedule 2 are incorporated into and form part of the Agreement.

15. INDEMNITIES

15.1. Implement AI will indemnify the Customer against damages (and reasonable attorneys’ fees) finally awarded in a third-party claim alleging that provision of the AI Operating System by Implement AI, when used in accordance with the Agreement, infringes third-party IP rights (“Customer Infringement Claim”).

15.2. No liability where claims arise from: unauthorised use; modification not authorised by Implement AI; use of non-current version; or compliance with Customer instructions/use or incorporation of Customer Materials/Data.

15.3. If the AI Operating System is held/believed to infringe, Implement AI may: (a) modify to be non-infringing; (b) replace with a non-infringing, functionally equivalent solution; (c) obtain a licence; or (d) if none commercially reasonable, terminate and refund pro-rata post-termination Fees.

15.4. Clauses 15.1–15.3 state the entire liability of Implement AI and the Customer’s exclusive remedy for infringement claims.

15.5. The Customer will indemnify Implement AI from damages (and reasonable attorneys’ fees) finally awarded in a third-party claim alleging that Customer Materials/Data/Output provided or made available to Implement AI infringe or misappropriate third-party IP rights (“Implement AI Infringement Claim”).

15.6. Indemnification is contingent on: (a) prompt written notice; (b) sole control of defence/settlement; and (c) reasonable cooperation (at indemnifying party’s expense). No settlement imposing obligations on the indemnified party without prior written consent.

16. DISCLAIMER

16.1. Subject to clause 17.2, the Customer acknowledges: (a) the Customer is solely responsible for selection, use and suitability of the Services; (b) Services rely on Customer configurations/scripts/materials/data; and (c) Services rely on algorithms, machine learning and probabilistic calculations that may produce false positives/negatives and other errors/omissions.

16.2. Subject to clause 17.2, Implement AI does not warrant that: (a) the AI Operating System is fit for Customer’s purposes or compatible with non-specified systems; (b) access will be uninterrupted, or defects/errors can or will be fixed; or (c) the AI Operating System/Documentation/Customer Output or other information obtained will be accurate, meet requirements, or be non-infringing.

16.3. Subject to clause 17.2, the written commitments in the Agreement are the only commitments and are in lieu of all other warranties/conditions/representations (statutory, implied or otherwise), which are excluded to the maximum extent permitted by law.

17. LIMITATION OF LIABILITY

17.1. Subject to clause 17.2, this clause sets out Implement AI’s entire liability to the Customer for all matters arising under or in connection with the Agreement and any Order, however arising.

17.2. Nothing limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) (if applicable) breach of section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or (d) any other liability which cannot lawfully be limited or excluded.

17.3. Subject to clause 17.2, Implement AI shall not be liable for: (a) loss of revenue, profits or savings; (b) loss of contracts, sales, business, goodwill or custom; (c) wasted expenditure or business interruption; (d) losses from third-party claims/demands against the Customer (excluding valid third-party IP claims); or (e) any consequential, punitive, special or indirect loss, whether foreseeable or advised.

17.4. Subject to clauses 3.3(c)(iii), 17.2 and 17.3, Implement AI’s maximum aggregate liability for all claims arising in a Year shall not exceed: (a) during the Term, the total Fees paid by the Customer in that Year; or (b) post-termination/expiry, the total Fees paid in the final Year of the Subscription Term.

17.5. Where liability relates to Third Party Providers (data/systems/networks/infrastructure/IP/other items provided to Implement AI, or their defaults/acts/omissions), Implement AI’s aggregate liability shall not exceed the amount actually recovered from the relevant Third Party Provider (apportioned and net of recovery costs). This operates as a sub-cap within clause 17.4.

17.6. Implement AI is not liable for delay/failure/misperformance where arising from Customer breaches/omissions (including those of Authorised Users/contractors) or defects/errors in Customer configurations/scripts/materials/data, or actions taken at Customer’s direction.

18. SUSPENSION

18.1. In addition to other suspension rights, Implement AI may suspend all/part of the Services immediately on notice if: (a) Implement AI has a right to terminate; (b) the Customer has failed to pay; (c) required by law; or (d) reasonably required to protect infrastructure/network or other customers due to a security/integrity threat. Access will be re-established as soon as the cause is resolved.

19. TERMINATION

19.1. Either party may terminate with immediate effect on written notice if: (a) the other fails to pay any amount due and remains in default 30 days after written notice to pay; (b) the other commits a material breach (incapable of remedy or not remedied within 60 days of notice); or (c) insolvency-type events occur (including appointment of liquidator/receiver/administrator, winding-up resolutions/orders, administration, voluntary arrangements or analogous events).

19.2. Implement AI may terminate immediately without liability if it reasonably determines that provision or use of the Services is, or is likely to become, unlawful.

19.3. On expiry/termination: (a) Customer shall continue to pay all Fees/taxes/other sums owed; (b) all licences terminate and use must cease; (c) Customer shall destroy hard copies and permanently delete electronic copies of Implement AI Confidential Information and Documentation; (d) Implement AI may retain copies of Customer Confidential Information where required by law/records/audit (remaining confidential); (e) clauses intended to survive shall do so (including 2, 11–13, 15–17 and 19.3–24); and (f) accrued rights/remedies/obligations/liabilities are unaffected.

20. RECORDS AND AUDIT RIGHTS

20.1. The Customer grants Implement AI the right, during the Subscription Term, to remotely track, record and analyse access/usage for compliance, measurement/verification, security, performance assessment and product/service improvement.

20.2. The Customer shall permit Implement AI (and its designated auditors/representatives) to audit access/use and relevant systems/records no more than once per quarter (unless breach is suspected). Implement AI bears its own costs unless a breach is found, in which case the Customer shall reimburse on demand. Audits on reasonable notice and so as not to substantially interfere with business.

21. EXPORT CONTROLS

21.1. The Customer shall comply with all Applicable Laws relating to export control and sanctions, and not export, re-export, or retransfer any Services in violation of such laws, nor cause Implement AI to violate such laws.

22. GENERAL

22.1. Force majeure: no liability for events beyond reasonable control (including strikes, utility/transport/telecom failures, acts of God, war, riot, civil commotion, malicious damage, legal compliance, accident, machinery breakdown, fire, flood, storm, supplier/sub-contractor default).

22.2. Variations must be in writing and signed by authorised representatives.

22.3. No failure/delay to exercise rights is a waiver; no single/partial exercise prevents further exercise.

22.4. Severance: invalid/illegal/unenforceable provisions are deemed deleted; parties to negotiate good-faith replacements achieving intended result.

22.5. Entire agreement and non-reliance, save for fraud.

22.6. Assignment: Customer may not assign without prior written consent; Implement AI may novate/assign/transfer/charge/subcontract/delegate/declare a trust or otherwise deal with rights/obligations without consent.

22.7. No partnership/agency is created; neither party may bind the other.

22.8. Third-party rights: except Implement AI’s Group (who may enforce against the Customer), no third-party rights under the Contracts (Rights of Third Parties) Act 1999. Variations do not require third-party consent.

23. NOTICES

23.1. Notices must be in writing and: (i) delivered by hand or sent by pre-paid first-class post/next Business Day courier to a party’s registered office/principal place of business; or (ii) sent by email to an authorised address or other notified address for formal notices.

23.2. Deemed receipt: (i) by hand — when signed for/left; (ii) by post/next-day service — 9:00am on the second Business Day after posting; (iii) by courier — when the courier’s receipt is signed; (iv) by email — at transmission time or when Business Hours resume if sent outside Working Hours, unless non-delivery/OOO notification is received.

24. GOVERNING LAW AND JURISDICTION

24.1. The Agreement (and non-contractual disputes/claims) is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

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SCHEDULE 1 — DEFINITIONS AND INTERPRETATION

The following defined terms have the following meanings unless the context otherwise requires:

• AI Agent: a software-based system that utilises AI technologies (including NLP, ML and analytics) to autonomously perform specific tasks, processes, or functions on behalf of the user. Agents available to the Customer are detailed in the Order.
• AI Agent Platform: the cloud-based platform provided by Implement AI to manage AI Agents, account information, billing and service preferences.
• AI Operating System: the AI Agent Platform and AI Agents made available on a SaaS basis as set out in the Order, including updates made available from time to time.
• AI Operating System Specification: Implement AI’s documents describing functionality/technical specification (updated from time to time).
• Agreement: the Order + these Terms of Service.
• Applicable Law: all applicable laws and regulations (as amended).
• Authorised Users: Customer’s personnel authorised to access/use the AI Operating System/Services/Documentation.
• Background IP: IP owned/created by Implement AI (or its licensors) before the Commencement Date or otherwise outside the Agreement.
• Business Day: a day other than a Saturday, Sunday or UK public holiday.
• Business Hours: 9:00am–5:00pm on each Business Day.
• Change of Control: as defined in section 1124 Corporation Tax Act 2010.
• Commencement Date: as given in the Order.
• Confidential Information: information of a confidential nature received in connection with the Agreement (including commercial/technical information and the terms of the Agreement).
• Customer: as identified in the Order.
• Customer Data: data input by/on behalf of Customer (including by Authorised Users) or by Implement AI on Customer’s behalf for use of the Services.
• Customer Materials: documents/information/materials input into the AI Operating System by/on behalf of Customer or made available to Implement AI in connection with the Services.
• Customer Output: data/materials or other output generated by the Services for the Customer as a direct result of use, including AI Agent output.
• Data Protection Legislation: the GDPR (EU & UK), DPA 2018 and any successor legislation, to the extent applicable.
• Documentation: Implement AI’s online documentation (as updated) describing the Services and user instructions.
• Fees: all fees payable for the Services, including Setup Fee, Subscription Fees, additional Usage Credits and other amounts.
• Group: in respect of a company, that company and any subsidiary/holding company from time to time.
• Go-Live: the date the AI Operating System and Services are ready and available for use.
• Go-Live Date: the date notified by Implement AI under clause 3.4.
• Losses: all losses/liabilities (damages, charges, costs, expenses, legal fees, disbursements, management time, investigation/litigation costs, settlement, judgment, interest, penalties) however arising.
• Implement AI Website: https://implementai.io/.
• Initial Subscription Term: 12 months from the Go-Live Date.
• Intellectual Property Rights: all IP rights (registered/unregistered), applications, renewals and rights to claim priority, worldwide.
• Order: the signed order detailing commercial terms and incorporating these Terms.
• Permitted Purpose: Customer’s internal business purpose only.
• Services: the services provided by Implement AI under the Agreement, including Support Services and provision of the AI Operating System.
• Setup Fee: the non-refundable setup fee set out in the Order.
• Setup Services: onboarding services before live use, as described in the Order.
• Subscription Fee: the monthly subscription fee in the Order, as varied per the Agreement (including additional Usage Credits).
• Subscription Renewal Period: as in clause 3.2.
• Subscription Term: from Commencement Date to expiry/termination.
• Support Services: as in clause 7.1, and the Support Services Policy.
• Support Services Policy: policy for providing support in relation to the AI Operating System.
• Territory: as given in the Order.
• Third Party Provider: third parties used by Implement AI to provide the AI Operating System or supply data/systems/networks/infrastructure/IP.
• Usage Credits: as in clause 5.3.
• Virus: any code/program/device that adversely affects operation, access or data (including worms, trojans, viruses).
• Vulnerability: weakness in software/hardware code that, when exploited, negatively impacts confidentiality, integrity or availability.
• Year: any 12 consecutive months from the Go-Live Date or any anniversary thereof.

Interpretation rules: references to persons include bodies corporate/unincorporate; references to documents include amendments/novations; references to legislation include updates; “including” is illustrative; “or” is not exclusive and includes “and/or”; “writing” includes electronic form; dates/times are in England. Customer obligations extend to ensuring Authorised Users do/avoid the same. Order of precedence (highest first): (a) these Terms of Service; (b) the Order; (c) other incorporated documents.

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SCHEDULE 2 — DATA PROTECTION TERMS

The terms “Controller”, “Processor”, “Data Subject”, “Personal Data”, “processing” and “Personal Data Breach” have the meanings in the GDPR.

The Customer shall comply with applicable Data Protection Legislation in connection with its use of the Services, including maintaining a privacy policy explaining how its customers’ Personal Data may be used by the Customer and/or Implement AI. The Customer is solely responsible for ensuring such policy and uses of personal data comply with Applicable Laws.

The parties acknowledge the Customer is the Controller and Implement AI is the Processor (save for employee contact information processed as independent Controllers). Appendix 1 sets out details of the processing, including scope, nature, purposes, duration, types of Personal Data and categories of Data Subjects.

Where Implement AI processes Personal Data as Processor, Implement AI shall:

• process only on documented instructions in the Agreement/Order (or where required by law, notifying where permitted). The Customer irrevocably instructs Implement AI to process Personal Data as required to provide the Services/AI Operating System/Documentation; Implement AI will notify if instructions, in its reasonable opinion, infringe applicable law;
• maintain its technical and organisational measures and update them when updated in the ordinary course of business;
• ensure personnel authorised to process Personal Data are under confidentiality obligations;
• taking into account the nature of processing, assist the Customer (at the Customer’s cost) with Data Subject requests and with compliance obligations regarding security, breach notifications, DPIAs and consultations with authorities;
• notify the Customer without undue delay on becoming aware of a Personal Data Breach;
• at the Customer’s written direction (and cost), delete (per Implement AI’s procedures) or return all copies of Personal Data on termination, unless retention is required/permitted by law or for audit/record-keeping (remaining confidential); and
• make available (at Customer’s cost) information reasonably necessary to demonstrate compliance and permit audits not more than once in any 12-month period during Business Hours on reasonable notice, without undue business disruption and subject to appropriate confidentiality undertakings.

The Customer grants a general authorisation for Implement AI to:

• appoint sub-Processors (including Third Party Providers), subject to prior notice of intended changes and a minimum of 5 Business Days for reasonable objections (only if raising legitimate compliance concerns), with good-faith discussion where objections are raised; and
• transfer Personal Data outside the UK/EEA, provided transfers comply with Data Protection Legislation, and parties execute documents and take steps reasonably required to implement appropriate safeguards.

Where actions are at the Customer’s cost, Implement AI may charge per its standard time/materials rates and recover related costs.

The Customer warrants that, prior to providing any Personal Data, it has provided required information and, where required, obtained consents from Authorised Users and other individuals for processing/use/transfer as contemplated.

Appendix 1 — Data Processing Schedule

• Subject matter & duration: as set out in the Terms of Service and the Order.
• Nature & purpose: processing Personal Data as necessary to provide, operate and support the AI Operating System and AI Agents, including configuration, deployment, monitoring, optimisation and management, and other purposes set out in the Agreement.
• Types of Personal Data: personal data necessary for the Services (to be specified by the Customer where needed).
• Categories of Data Subjects: employees, staff, workers, contractors and representatives of the Customer; of the Customer’s actual/potential customers, suppliers and business partners; and the Customer’s actual/potential customers, end-users and prospects.
• Customer rights/obligations: as set out in the Agreement.

End of Terms