Legal

1. Getting Started

1.1 Welcome

1.1 Welcome to Semarize. We’re happy to have you on board. These Terms and Conditions set out how You may use Our Platform and Services. They also describe Our obligations and liabilities to You with respect to Our Platform and the Services We provide You. Please read them carefully.

Semarize provides a programmable semantic layer and API that enables the extraction of structured insights from conversations and other unstructured communication data.

1.2 When Our Relationship Starts and Ends

If You joined us by signing our Order Form, Our Agreement with You commences on the Start Date stated in Your Order Form and continues for the Initial Term. After that, the Agreement shall be automatically renewed for successive periods of the Renewal Term, unless:

(a) no Renewal Term is stated in the Order Form, or (b) either party provides written notice of termination to the other party before the expiration of the minimum Non-Renewal Notice Period prior to the end of the relevant Initial Term or any Renewal Term; or (c) it is otherwise terminated in accordance with the provisions of the Agreement.

If You joined us online by completing and submitting Our Online Subscription Form, this Agreement starts on the day You create an account and submit Your details. By creating an account, You signify Your acceptance of these Terms and Conditions on behalf of your Company.

Your Subscription Services may be terminated:

(a) on the expiration of the minimum period You selected when You set up a paid Subscription Service on the Platform, (b) at any time by Us on 30 days’ notice if You are using a free Builder, Trial or Starter Subscription, or (c) otherwise in accordance with the provisions of this Agreement.

Either party may provide written notice of termination to the other party before the expiration of the minimum Non-Renewal Notice Period prior to the end of the relevant Initial Term or any Renewal Term.

1.3 Quotations

We may provide You with a Quotation for the provision of Our Services to You. This Quotation will not be legally binding on Us or You until it becomes an Order Form. A Quotation becomes an Order Form when it is:

(1) signed by You, and (2) agreed by Us – either when We subsequently countersign it or when We commence Our provision of the Services to You.

1.4 We May Make Changes to These Terms and Conditions

We have aimed to keep our legal documents as simple and readable as possible, but We may update them from time to time. We will let You know when We have updated these Terms and Conditions the next time You log in to the Platform or We will notify You by email.

By continuing to access Our Platform and use Our Services, You confirm Your acceptance of Our updated Terms and Conditions.

1.5 Where to Find Definitions

You can find definitions for the capitalised words We use in this Agreement at the end of these Terms and Conditions.

2. Our Provision and Your Use of Our Platform and the Services

2.1 Provision of Services

(i) You may access and use Our Platform and Services, including Our API, semantic processing engine, evaluation framework, and related tooling, and

(ii) We will make Our Platform and Services available to You and provide the Support Services to You for Your use in accordance with this Agreement.

Our Services may include the processing of transcripts, calls, messages, metadata, and other communication data to generate structured outputs, semantic evaluations, or other derived insights.

2.2 Your Account

You will designate an Administrative User who will be responsible for establishing and managing Your use of the Services, including adding and removing Users of Your instance of Our Platform.

You are solely responsible for maintaining the status of Your Users. You will safeguard all User authentication credentials in Your possession or under Your control.

You are responsible for all activities of Your Users (except to the extent resulting from any breach or non-conformance by Us of Our obligations under this Agreement).

2.3 Your General Responsibilities

You are solely responsible for obtaining and maintaining Your internet access to the Services.

You are solely responsible for the accuracy, quality and legality of the Your Data that You or Your Users input into Our Platform, including transcripts, conversation data, documents, or other submitted content.

You must comply and will ensure that Your Users comply with the Acceptable Use Policy, all other Policies and terms of this Agreement.

You are responsible for acts and omissions of any of Your Users relating to this Agreement as though they were Your own.

You must not use the Services in any way which breaches this Agreement, any applicable laws or for any other unlawful purposes.

You acknowledge that You are responsible for ensuring that You have obtained all necessary rights, permissions and lawful bases to submit conversation data or personal data to the Platform for processing.

2.4 Technology Improvement

We may modify Our Platform as We determine necessary to improve it or to reflect changes to Our Platform, infrastructure, models, technology, information security practices and/or any legal requirements.

We will notify You in advance of any material modifications which substantially and adversely affect Our Service except in cases of emergency (such as critical vulnerability remediation, in which case We will provide as much prior notice as is reasonable in the circumstances).

We will not be obligated to provide You with any refund for modifications made by Us to address:

(i) changes in applicable law, (ii) changes in third-party infrastructure, AI model providers, or certification standards We may obtain from time to time, or (iii) a security vulnerability,

unless those changes make it impossible for You to continue to use Our Service.

2.5 Free Trials & Starter Subscriptions

We may provide You with a Free Trial Period for Our Services or a Starter or Builder Subscription.

Any free trial of Our Services will continue until expiration of the Initial Term or as stated in the Order Form.

Any Free Trial Period is for Your testing and evaluation purposes only and subject to any usage limits, credit limits, processing limits, or feature restrictions specified by Us and, unless stated otherwise in the Order Form, excludes any Support Services.

A Free Trial Period or Starter Subscription may be cancelled by Us at any time.

During any Free Trial Period or Starter Subscription period, the Services are provided “as-is” and without any warranty of any kind and the warranties in clause 6.1 and indemnity in clause 3.5 do not apply, to the extent that We are able to exclude such liability in accordance with applicable law.

All other terms of this Agreement continue to apply.

Please note that if You do not continue to use Our Services following any Free Trial Period, Your Data, including submitted transcripts, derived outputs, and configuration data, may be irretrievably deleted from Our Platform at the end of the trial.

3. Intellectual Property Rights & Permissions to Each Other

3.1 License by Us

Subject to any specific limits set out in the relevant Order Form, from the Start Date until termination of the Agreement by either party, We grant You a limited, non-exclusive, non-transferable, royalty-free, revocable, worldwide license, without right to sub-license, to access and use the Services strictly in accordance with this Agreement.

This license includes access to and use of the Semarize Platform, API, semantic processing engine, configuration interfaces, evaluation frameworks, and related tooling made available to You under the applicable Subscription or Order Form.

3.2 License by You

You grant to Us a limited, non-exclusive, non-transferable, royalty-free, sub-licensable license to:

(a) use Your Data solely as necessary to perform the Agreement, including processing, analysing, storing, transmitting and generating structured outputs from Your Data; and

(b) use Your Data for the purposes of reporting on performance, improving the Services, developing enhancements, and developing new and different products for You and our other customers, provided that such use is aggregated and anonymised and does not identify You, Your Users, or any individual.

We remain responsible to You for any acts and omissions of any sub-processors or sub-licensors We may work with in Our performance of this Agreement.

3.3 Ownership of Intellectual Property Rights

(a.) Ownership and Use of Your Data

You retain all of Your rights, title, interest and Intellectual Property Rights in and to Your Data and Your Confidential Information.

For the avoidance of doubt, Your Data includes transcripts, conversation recordings, metadata, documents, configuration inputs, prompts, and any other content submitted by You or Your Users to the Platform.

No ownership interest in Your Data or Your Confidential Information is transferred or conveyed to Us by virtue of this Agreement.

We will use Your Data and Your Confidential Information only as described in this Agreement.

Structured outputs, semantic scores, evaluations, reports, and other derived results generated from Your Data through Your use of the Services are considered part of Your Data as between the parties.

(b.) Our Intellectual Property and Ownership Rights

As between You and Us, We and Our licensors retain and own all rights, title, interest and Intellectual Property Rights in and to Our Platform, including the underlying software, models, processing methodologies, evaluation frameworks, APIs, system architecture, documentation, and any Confidential Information of Ours, and all enhancements or improvements to, or derivative works with respect to any of it created or developed by or on behalf of Us.

Nothing in this Agreement transfers or conveys to You any Intellectual Property Rights in Our Platform or Our Confidential Information.

3.4 Restrictions

You will not:

(i) reproduce, publish, display, distribute, sell, share, sublicense, transfer, rent, lease, publish, broadcast, timeshare, loan, disclose or otherwise make available Our Platform or any part of it to any third party;

(ii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from Our Platform, underlying models, APIs, or any part of it;

(iii) modify, translate, adapt, alter or create derivative works based upon Our Platform or any part of it;

(iv) remove any proprietary notices, labels, trademarks or service marks on Our Platform; or

(v) use Our Platform for any purposes other than those explicitly stated in this Agreement.

3.5 Indemnification

(a.) Defence and indemnity

If any third party makes a claim against You that alleges Our Platform infringes the Intellectual Property Rights of that party, then upon notification of such claim, We will, at Our sole cost and expense, defend You against such claim and any related proceeding brought by such third party against You, and indemnify You from and against all damages, fines and penalties finally awarded against You or agreed to be paid by You in a written settlement approved in writing by Us, and resulting from Our infringement.

Our obligations under this clause 3.5(a) are subject to Your compliance with the indemnification conditions in clause 3.5(b) below.

(b.) Indemnification conditions

You must:

(i) provide Us with prompt written notice of any claim made against You that Our Platform infringes the Intellectual Property Rights of that party,

(ii) grant Us sole control of the defence and settlement of that claim against You,

(iii) not enter into any settlement agreement or compromise the claim without Our prior written consent,

(iv) provide Us with all reasonable information and assistance with respect to the claim (at Our expense), and

(v) use all commercially reasonable efforts to mitigate any loss, damage or costs related to the claim against You.

(c.) Our mitigation rights

If Our Platform becomes (or in Our opinion is likely to become) the subject of any Intellectual Property Rights infringement claim, We may (at Our sole expense) either:

(i) procure for You the right to continue using Our Platform;

(ii) replace or modify the relevant infringing Platform elements in a functionally equivalent manner so that it is no longer infringing; or

(iii) terminate the applicable Order Form and refund to You a pro-rata amount of any Fees prepaid and applicable to the unused portion of the terminated Order Form.

(d.) Exclusions

We will have no obligation with respect to any Intellectual Property Rights infringement claim to the extent that it is based on:

(i) any use of Our Platform not in accordance with this Agreement,

(ii) the combination of Our Platform with other products, equipment, software, services or data not supplied by Us where the infringement would not have occurred but for such combination, or

(iii) any of Your Data.

4. Our Fees & Your Payment Obligations

4.1 Fees

If You signed an Order Form, Your Fees for the Services are set out in each Order Form. We will issue You with invoices for the Fees for each Invoicing Period stated in the Order Form.

If You have not signed an Order Form, Your Fees for the Services depend on the Subscription Services, credit allocations, processing limits, feature tiers, and number of Users You select in Your account settings in the Platform.

Where applicable, Fees may be based on usage metrics such as processing volume, API calls, semantic runs, credit consumption, or other usage-based components as specified in the Platform or Order Form.

4.2 Payment of Services Fees

You agree to pay Us the Fees for the Services as set out in each Order Form on or before each Payment Term without any set-off or deductions.

Unless specified otherwise in the applicable Order Form, You will make all payments within 15 days of receipt of Our invoice in the currency stated on the relevant Order Form.

If You purchase Subscription Services directly through the Platform, Your Fees for those Subscription Services are payable by You in advance and may be charged automatically using the payment method You provide.

4.3 Sales Tax, Value Added Taxes, etc.

All Fees are exclusive of any value added taxes or similar taxes levied by any taxing authority on the Services provided by Us to You.

Any such taxes on the Services are payable by You in addition to the Fees, on receipt of a valid invoice from Us.

4.4 Overdue Payments

Without limiting any other right or remedy available to Us, if You fail to make any payment due to Us under the Agreement by the due date for payment, We shall have the right to:

(i) charge You interest on the overdue amount at the rate of 5% per annum above the Bank of England's base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount,

(ii) suspend delivery of the Services, including API access and processing capabilities, until such time as the outstanding Fees are paid, and

(iii) reimbursement by You of Our reasonable costs in Our enforcement of this clause 4.

5. How This Agreement Comes to an End

5.1 Normal Termination

Except for any provisions that survive termination of this Agreement for any reason, this Agreement terminates:

(a) automatically on expiration of the Initial Term in the case of an Order Form where no Renewal Term is stated;

(b) if You have not signed an Order Form, on the end date advised in the Platform after You change Your account settings so as to deactivate Your account or cancel Your Subscription;

(c) if either party provides written notice of termination to the other party before the expiration of the minimum Non-Renewal Notice Period prior to the end of the relevant Initial Term or any Renewal Term in the case of an Order Form with a renewal period;

(d) at any time by Us on 30 days’ notice if You are using a Starter, Builder, Trial or other free-tier Subscription; or

(e) otherwise in accordance with the provisions of this Agreement.

5.2 Termination on Breach

Without prejudice to any other rights and remedies to which the parties may be entitled, either party may terminate the Agreement (or any Order Form if the context requires) immediately by written notice if:

(a) the other party commits a non-remediable material breach of the Agreement;

(b) the other party fails to cure any remediable material breach within 30 days of being notified in writing of such breach;

(c) the other party persistently breaches this Agreement;

(d) the other party is deemed to be unable to pay its debts as and when they fall due;

(e) the other party calls a meeting for the purpose of passing a resolution to wind up its company (other than for the purposes of a solvent reconstruction or amalgamation); or

(f) a resolution is passed or the other party presents or has presented a petition to wind up, or presents or has presented a petition to appoint an administrator, or has an administrative receiver or receiver appointed to the whole or any part of the other party’s business, undertaking, property or assets.

5.3 Post Termination Obligations

Following termination of the Agreement (or Order Form if the context requires):

(a) You shall immediately pay to Us all outstanding Fees;

(b) except where stated otherwise in this Agreement, all rights and licences granted under the Agreement shall cease;

(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry;

(d) on request, the parties shall return or destroy (and certify destruction of) all copies of any Confidential Information of the other party disclosed to it; and

(e) We may delete Your Data, including transcripts, conversation data, configurations, and generated outputs, in accordance with Our retention policies and any applicable Order Form.

5.4 Survival

Any rights and obligations under the Agreement which by their nature should survive, will remain in effect after performance, termination or expiration of the Agreement.

6. Our Promises – and Yours

6.1 Our Warranties

We warrant to You that:

(a.) Performance Warranty

During the Initial Term and any Subsequent Renewal Term, Our Platform will conform in all material respects with the Policies, Supplemental Materials and this Agreement.

(b.) Viruses

We will use commercially reasonable efforts, using applicable current industry practices, to ensure that Our Platform contains no material computer virus, Trojan horse, worm or other similar malicious code.

(c.) Support Services

We will provide the Support Services in a good, professional and workmanlike manner, consistent with applicable industry standards.

(d.) Infringement

Our provision to You of the Services and Your use of them in accordance with this Agreement does not infringe any third-party Intellectual Property Rights.

(e.) Compliance with Law

The Services will comply with all laws applicable to Us in Our provision of the Services.

6.2 Performance Remedy

If Our Platform fails to conform to the warranty set out in clause 6.1(a) above, and You provide Us with written notice of the non-conformance, then Your exclusive remedy and Our sole obligation is for Us to either repair or, at Our option, replace the non-conforming elements of Our Platform.

If We are unable to correct the non-conformance within 30 days of receipt of such written notice from You, You may terminate the applicable Services, and We will refund to You a pro-rata amount of any Fees prepaid to Us and applicable to the unutilised portion of the terminated Services.

6.3 Infringement Remedy

Your sole and exclusive remedy for any non-conformance with the warranty in clause 6.1(d) above will be Your defence and indemnification rights in clause 3.5 and Your termination right in clause 5 above.

6.4 Bugs

While We make reasonable efforts to ensure Our Platform is free from bugs, errors or omissions, We do not make any warranty to You that Our Platform, including any AI-driven outputs, semantic analyses or generated results, is free from all bugs, errors or omissions.

You acknowledge that outputs generated by the Services may be probabilistic in nature and may require human review or validation depending on Your use case.

6.5 Disclaimer of Implied Warranties

The express terms and conditions of the Agreement shall apply in place of all warranties, conditions, terms, representations, statements, undertakings, and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law.

In particular, We do not warrant that Our Platform is fit for a particular purpose unless specifically stated otherwise in the relevant Order Form.

6.6 Sole Benefit

The warranties in clause 6.1 of this Agreement are for Your sole benefit.

6.7 Your Warranties

You warrant and represent that:

(a) You have the power and authority necessary to enter into this Agreement and perform the obligations within it;

(b) Your use of the Services will comply with all applicable laws; and

(c) You have all necessary rights, permissions and lawful bases to submit transcripts, conversation data, personal data or other content to the Services for processing.

7. Confidential Information & Publicity

7.1 Restrictions

A party receiving Confidential Information (the “Recipient”) may use it only for the purposes for which it was provided under the Agreement.

Confidential Information may be disclosed only to employees or contractors obligated to the Recipient under similar confidentiality restrictions and only for the purposes for which it was provided under the Agreement.

7.2 Exclusions

The obligations set out in clause 7.1 do not apply to information which:

(a) is rightfully obtained by the Recipient without breach of any obligation to maintain its confidentiality;

(b) is or becomes known to the public through no act or omission of the Recipient;

(c) the Recipient develops independently without using Confidential Information of the other party; or

(d) subject to clause 7.3 below, is disclosed in response to a legal obligation, court or governmental order.

7.3 Notification

If either party receives any request to disclose and/or intends to disclose all or any Confidential Information pursuant to clause 7.2(d) above, that party agrees to consult the other before disclosing any such Confidential Information (provided it is not prohibited to do so by law).

In so consulting, the disclosing party agrees that it will act reasonably and in good faith and will duly consider any representations the other party may make relating to the proposed disclosure or otherwise of such Confidential Information.

7.4 Publicity

Unless You tell Us otherwise in writing, We may use Your name, logos and trade marks on Our website and in Our sales materials for marketing and business development purposes.

Any further use by Us is subject to Your prior written consent (such consent not to be unreasonably withheld or delayed).

We welcome any PR or marketing activities by You and consent to the use of Our name, logos and trademarks by You for such purposes. Furthermore, We encourage You to reach out to Us for any collaborations in this regard.

8. Data Protection

8.1 Legal Compliance

Both parties will comply with the Data Protection Legislation, and this section is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

8.2 Relationship of Parties

For the purposes of this Agreement and the Data Protection Legislation:

You are the data controller; and

We are the data processor in respect of any personal data You share with Us in order for Us to provide the Services to You pursuant to this Agreement.

Where We process personal data for the limited purposes of aggregated and anonymised service improvement in accordance with clause 8.4(ii), such processing will not identify You or any living individual.

8.3 Consent

By entering into this Agreement, and each time You provide or cause Us to be provided with personal data (including User credentials, transcripts, recordings or other personal data contained within Your Data), You confirm that You have obtained all required consents and/or established all lawful bases from any data subjects in order for Us to process the personal data in accordance with this Agreement, and that such consent or lawful basis was lawfully obtained.

You acknowledge that We are reliant on You for direction as to the extent to which We are entitled to use and process the personal data You provide Us pursuant to this Agreement.

You also acknowledge that You control what data is uploaded onto the Services and therefore what personal data is processed by Us.

Consequently, We will not be liable for any claim brought by a data subject arising from any act or omission by You in this regard.

8.4 Purposes of Processing

We will only process personal data provided by You in accordance with the Agreement:

(i) to provide You with and administer the Services, including processing transcripts and generating structured semantic outputs;

(ii) to develop and improve Our Services and provide new and different products or services to You, provided that such personal data is aggregated and anonymised and does not identify You or any living person identified in the data;

(iii) on Your reasonable and lawful documented instructions; and

(iv) in accordance with any other applicable laws.

8.5 Obligations

In relation to any personal data provided by You and processed by Us in Our performance of this Agreement, We will:

(a.) process that personal data only in accordance with this clause 8 and any other written instructions You provide Us;

(b.) ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development, the nature of AI and cloud-based processing environments, and the cost of implementing any measures;

(c.) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

(d.) not transfer any such personal data outside of the UK or European Economic Area unless We have complied with Our applicable obligations under the Data Protection Legislation in ensuring adequate safeguards in relation to such transfer and You have provided consent (not to be unreasonably withheld or delayed), provided that You acknowledge that use of certain infrastructure providers or AI model providers may involve restricted international transfers subject to appropriate safeguards;

(e.) provide reasonable assistance to You, at Your cost, in responding to any request from a data subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f.) notify You without undue delay on becoming aware of a personal data breach affecting personal data processed under this Agreement;

(g.) at Your written direction, delete or return personal data and copies of it to You within a reasonable period following the date of termination of the Agreement unless required by law to store the personal data or unless retained in backup systems in accordance with standard archival processes; and

(h.) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and, subject to the following sentence, allow for audits by You or Your designated auditor solely for the purposes of checking Our compliance with this clause, provided that:

(i) such audit is at Your expense and no more than once per year (except where required by a relevant regulatory authority);(ii) reasonable written notice is given to Us;(iii) such audit shall not materially interfere with Our day-to-day business operations or compromise the security of other customers; and(iv) You shall comply with Our security policies.

You agree that the first step in relation to any audit as required under this clause or by the relevant regulatory authority shall be for Us to provide You with a report verifying Our compliance with its obligations under this clause (which shall constitute Our Confidential Information). You shall only request a further audit if it shows reasonable grounds for believing the report to be insufficient.

8.6 Sub-processing

You consent to Us appointing third-party processors of personal data under the Agreement, including hosting providers, infrastructure providers, analytics services, and AI model providers necessary for the provision of the Services.

We confirm that We have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause.

As between You and Us, We shall remain fully liable for all acts or omissions of any third-party processor appointed by Us pursuant to this clause.

We will make a list of Our third-party processors available to You upon request.

8.7 Changes to Data Protection Legislation

The parties will act in good faith to agree an amendment to this section (such agreement not to be unreasonably withheld or delayed) should an amendment be required by any law or to reflect any change to this relationship.

9. Limitation of Liability

9.1 Limitation

Except as stated otherwise in this Agreement:

(a.) All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement;

(b.) You are solely responsible for any use You make of Our Platform and You assume sole responsibility for results obtained from the use of Our Platform by You, including any decisions, actions, or conclusions derived from semantic outputs, scores, evaluations, or other AI-generated results;

(c.) We shall have no liability for any damage caused by any Integrations, APIs, third-party connectors, errors or omissions in any information or instructions provided to Us by You, or by Your third-party vendors in connection with their use of Our Platform;

(d.) We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet, and You acknowledge that Our Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

(e.) We are not responsible for the accuracy or completeness of third-party AI models, infrastructure services, or external systems upon which the Services may rely.

9.2 Exceptions

Nothing in this Agreement excludes the liability of either party to the other for:

(a.) death or personal injury caused by the other party’s negligence;

(b.) fraud or fraudulent misrepresentation;

(c.) misuse of any Intellectual Property Rights;

(d.) payment of any Fees properly due;

(e.) any matter which cannot be excluded by law.

9.3 Exclusion of Certain Claims

With the exception of clause 9.2, neither party will be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any:

(i) loss of profits;(ii) loss of business;(iii) depletion of goodwill and similar losses;(iv) loss or corruption of any data or information;(v) pure economic loss;(vi) loss of use; or(vii) any special, indirect or consequential loss, costs, damages or expenses.

9.4 Cap

Subject to clause 9, with the exception of any Free Trial Period or Starter Subscription where Our total aggregate liability to You in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of this Agreement shall be limited to £1,000:

(a) both parties’ total aggregate liability to the other in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance of this Agreement shall be limited to the greater of the total Fees paid or due by You during the 12 months immediately preceding the date on which the claim arose or £25,000; and

(b) with respect to any applicable indemnity provided, both parties’ total aggregate liability to the other pursuant to this Agreement with respect to such indemnity shall be limited to £50,000.

10. Miscellaneous Provisions

10.1 Interpretation

References to include or including means including without limitation. Headings are for convenience only and shall be ignored in interpreting this Agreement. Words in the singular shall include the plural and vice versa. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. A reference to writing or written includes faxes and e-signature software (such as DocuSign), but not email.

10.2 Construction

These Terms and Conditions apply to the provision of the Services. The parties may enter into one or more Order Forms. Upon execution, each Order Form will become a part of this Agreement.

To the extent of any inconsistency between these Terms and Conditions and any Order Form, the Order Form prevails.

To the extent of any inconsistency between two or more Order Forms, the most recent Order Form prevails.

10.3 Compliance with Law

Both parties will comply with all applicable laws and regulations with respect to their obligations under this Agreement.

10.4 Entire Agreement

Subject to clause 10.2, these Terms and Conditions, the Policies referred to in it, and the Order Form (or Online Subscription Form if You signed up to the Subscription Services online) contain all terms agreed between the parties and supersede all previous and contemporaneous oral and written agreements between the parties relating to its subject matter.

In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.

10.5 Assignment

You may not assign any part of this Agreement to any third party without Our written consent.

We may assign Our rights and transfer Our obligations under this Agreement upon written notice to You.

Any other attempt to assign is void.

10.6 Severability

If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will continue in force unaffected. The affected provision shall be changed and interpreted so as to best accomplish the original objectives of it within the limits of the applicable law or court decision.

10.7 Force Majeure

A party is not liable under the Agreement for non-performance caused by events or conditions beyond that party’s reasonable control including natural disasters, terrorist attacks, wars, riots and armed conflicts, collapse of buildings, fires, floods, explosions, storms or significant accidents, failure of a utility service or transport or telecommunications network, pandemics, malicious damage, compliance with any law or governmental order, breakdown of plant or machinery, or failure of third-party cloud or AI infrastructure providers.

The party suffering from the force majeure event must, as soon as reasonably practicable after the start of the force majeure event but no later than 7 days from its start, notify the other party in writing of the force majeure event, the date on which it started, its likely or potential duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Agreement and use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations.

In the event any such event continues beyond a period of thirty (30) days, the party not suffering from the force majeure event may terminate the Agreement.

10.8 No Waiver

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. Any waiver of any right or remedy under this Agreement or by law is only effective if given in writing.

10.9 No Agency

This Agreement does not create any agency, partnership, or joint venture between the parties.

10.10 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

10.11 Change of Control

We may terminate this Agreement on 90 days’ written notice to You and provide a pro rata refund of any Fees paid in advance, if the beneficial ownership of more than 50% of the issued share capital of Our company or the legal power to direct or cause the direction of the general management of Our company changes (save for internal restructures between Our entities).

10.12 Amendments

Any amendment must be:

(i) in writing,(ii) expressly state that it is amending this Agreement, and(iii) be signed.

10.13 Counterparts

The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

10.14 Subcontracting

Either party may sub-contract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.

10.15 Notices

All notices must be in English, in writing and addressed to Us at Our registered office address and with a copy sent to Our email address at support@semarize.com.

Notices to You will be sent to the email or postal address in the Order Form (or in the case where the Agreement was made via Your completion of an Online Subscription Form, to the registered office address of the Company name stated in that Online Subscription Form).

Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

Postal notices must be sent by first class mail to the other party’s postal address as set out in the Order Form (or in the case where the Agreement was made via Your completion of an Online Subscription Form, to the registered office address of the Company name stated in that Online Subscription Form).

Postal notices shall be deemed received on the second Business Day after the day of despatch.

10.16 Governing Law and Venue

This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement.

The parties irrevocably agree that the venue for any litigation or proceeding under this Agreement will be London.

The exception to this is that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.

11. Definitions and Interpretation

11.1 Definitions

In this Agreement:

“Acceptable Use Policy” means Our Acceptable Use Policy at https://www.semarize.com/terms#acceptable-use-policy (or such updated URL as We may notify You from time to time).

“Administrative User” means any of Your employees or independent contractors or Affiliate employees or independent contractors whom You authorise to use the administrative features and functions of Our Platform to configure workspaces, manage access, manage Subscriptions, configure semantic processing, or provide access to Users.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with another entity.

“Agreement” means these Terms and Conditions, any Order Form (or Online Subscription Form if You signed up to the Subscription Services online) and the Policies.

“Company” means the company stated in Your Order Form or Online Subscription Form.

“Confidential Information” means the terms of this Agreement and any information disclosed by (or on behalf of) one party (or an Affiliate) to the other party in connection with this Agreement that is (a) marked as confidential or (b) from its nature, content or the circumstances in which it is disclosed, might reasonably be considered to be confidential.

“Data Protection Legislation” means all applicable legislation regarding privacy and the protection of “personal data” or “personally identifiable information” (as defined by such laws), including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), as amended from time to time.

The terms “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the same meanings as set out in the Data Protection Legislation.

“End User” means any individual who has been authorised by You to use any features and functionality of Our Platform or Services, including API access, dashboard access, or configuration tools.

“Enterprise Subscription” is a type of Subscription Service We provide and is further described at https://www.semarize.com/pricing (or such updated URL as We may notify You).

“Fee” means the fee payable by You to Us at the applicable rates set out on the Order Form (or if You signed up to the Subscription Services online, the fees stated for the Subscription Services, usage tiers, credit allocations and number of Users You select in Your account settings in the Platform).

“Free Trial Period” means use of the Services for trial or evaluation purposes pursuant to an Order Form or online activation that specifies that Your use is for a Free Trial.

“Initial Term” means the time period stated as the “Initial Term” in the relevant Order Form.

“Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered), and all other equivalent or similar rights which may subsist anywhere in the world.

“Online Subscription Form” is the online form at https://www.semarize.com (or any associated domain operated by Us) which You complete to create an account with Us in order to access and use Our Subscription Services in accordance with Our Terms and Conditions.

“Order Form” means any:

(a) Order Form signed by Us and You describing the Services, Fees, Subscription Term and other matters agreed by the parties pursuant to these Terms and Conditions; or

(b) electronic version of a Quotation that is subsequently converted into an Order Form in accordance with the process described in clause 1.3.

“Payment Terms” means the terms stated as the “Payment Terms” in the relevant Order Form.

“Platform” means Our proprietary cloud-based semantic processing platform, APIs, evaluation frameworks, configuration tools, dashboards and related infrastructure used to extract, transform and structure insights from unstructured communication data, and includes any Supplemental Materials We may make available to You from time to time.

“Policies” means the Acceptable Use Policy and the Support Services policy, together with any other policies referenced in this Agreement.

“Processing Credits” (if applicable) means usage units, credit allocations or other consumption-based metrics used to measure Your use of the Services, as described in the Order Form or in Your account settings in the Platform.

“Pro Subscription” is a type of Subscription Service We provide and is further described at https://www.semarize.com/pricing (or such updated URL as We may notify You).

“Quotation” means a non-legally binding document of the same name which contains a price quote to You for the Services.

“Recipient” has the meaning given to it in clause 7.1.

“Renewal Term” means the time period stated as the “Renewal Term” in the relevant Order Form.

“Services” means the applicable Subscription Service, API access, semantic processing capabilities, evaluation frameworks, dashboards, and Support Services provided for the Platform.

“Start Date” means the date stated in the relevant Order Form.

“Starter Subscription” is a type of limited Subscription Service We provide and is further described at https://www.semarize.com/pricing (or such updated URL as We may notify You).

“Subscription Fee” means the Fee payable by You to Us in consideration for Your use of Our Services as may be specified on an Order Form or in Your account settings in Your instance of the Platform.

“Subscription Services” means either the Starter Subscription, Pro Subscription or Enterprise Subscription (or any successor tier introduced by Us from time to time).

“Supplemental Materials” means guidelines applicable to the use You may make of Our Platform and Services and includes, for example, usage instructions, API documentation, SDK documentation, FAQs, help materials and technical documentation.

Supplemental Materials are not required for use of the Services and may be accessed and used by You in Your sole discretion.

“Support Services” means Our support and maintenance services program as described at https://www.semarize.com/legal (or such updated URL as We may notify You).

“Terms and Conditions” means these terms and conditions of use.

“User” means any Administrative User or End User.

You are solely responsible to Us for any acts and omissions of any User in breach of this Agreement as if they were Your own acts and omissions.

“You” means the entity identified in the Order Form in the “About You” section or “Company Name” section in the Online Subscription Form.

In this Agreement, We will also refer to You as “Your”.

“Your Data” means any data that You or Your Users input into Our Platform for processing as part of the Services, including transcripts, recordings, conversation metadata, documents, configuration inputs, prompts, structured data, and any Personal Data forming part of such data.

1. Introduction

Semarize (“Semarize”, “we”, “us”, “our”) provides a programmable semantic layer and API that enables organisations to extract structured insights from conversations and unstructured communication data.

We are committed to protecting and respecting your privacy.

This Privacy Policy explains how we collect, use, process and protect personal data when:

You visit our website

You create an account

You use our Platform or API

You interact with us

You communicate with us

This policy applies to personal data processed in connection with our website and services.

2. Who We Are

Semarize is a UK-based technology company.

For the purposes of data protection law:

We act as a Data Controller when processing personal data relating to website visitors, account holders, and business contacts.

We act as a Data Processor when processing personal data submitted to our Platform by customers as part of their use of the Services.

If you have questions regarding this policy, you can contact us at:

privacy@semarize.com

3. Personal Data We Collect

3.1 Information You Provide to Us

We may collect the following personal data when you:

Register for an account

Request a demo

Join a waitlist

Contact support

Communicate with us

This may include:

Full name

Work email address

Company name

Job title

Account credentials

Billing information

Any information included in communications with us

3.2 Information Collected Automatically

When you visit our website, we may automatically collect:

IP address

Device information

Browser type and version

Pages visited

Date and time of access

Referring URLs

Usage analytics

This data is used for security, performance monitoring, and service improvement.

3.3 Customer Data (Submitted to the Platform)

Customers may submit data to the Semarize Platform, including:

Conversation transcripts

Call recordings (where applicable)

Communication metadata

Documents

Structured data inputs

Prompts or configuration inputs

Semantic outputs generated from processing

Where this data contains personal data, we process it strictly on behalf of the customer.

In this context:

The customer is the Data Controller

Semarize is the Data Processor

We do not determine the purposes or means of processing such customer data.

4. How We Use Personal Data

4.1 As Data Controller

We use personal data to:

Provide access to the Platform

Manage accounts and subscriptions

Process payments

Provide support

Communicate service updates

Improve and secure our Services

Prevent fraud or abuse

Comply with legal obligations

We do not sell personal data.

4.2 As Data Processor

When processing customer-submitted data, we process personal data only:

To provide and administer the Services

To generate structured semantic outputs

In accordance with customer instructions

To maintain platform security and integrity

To comply with applicable laws

We do not use identifiable customer data for model training.

We may use aggregated and anonymised data for service improvement, provided it does not identify any individual or customer.

5. Legal Basis for Processing

Under UK GDPR, we rely on:

Contractual necessity – to provide Services

Legitimate interests – to operate and improve our business

Consent – where required (e.g., marketing)

Legal obligation – where required by law

6. Data Retention

We retain personal data only as long as necessary:

Account data: for the duration of the subscription and as required for compliance

Support communications: as reasonably necessary

Website analytics: in accordance with analytics retention settings

Customer data: as configured by the customer or as specified in the Order Form

Following termination, customer data may be deleted in accordance with our Terms & Conditions unless legally required to retain it.

7. Data Security

We implement appropriate technical and organisational security measures including:

Encrypted data transmission (TLS)

Role-based access controls

Secure cloud infrastructure

Monitoring and logging

Access restriction to authorised personnel

While we use commercially reasonable efforts to protect personal data, no system is completely secure.

8. International Transfers

Where personal data is transferred outside the UK or European Economic Area, we ensure appropriate safeguards are in place, including:

UK-approved Standard Contractual Clauses

Adequacy decisions

Equivalent lawful safeguards

We may use trusted third-party infrastructure and AI service providers that operate internationally.

9. Subprocessors

We use third-party service providers to support the delivery of our Services, including:

Cloud hosting providers

Authentication providers

Payment processors

Analytics providers

AI model providers

We maintain written agreements with such providers that include data protection obligations.

A current list of subprocessors is available upon request.

10. Your Rights

If we process your personal data as a Data Controller, you have the right to:

Access your personal data

Correct inaccurate data

Request deletion

Restrict processing

Object to processing

Request data portability (where applicable)

To exercise your rights, contact: privacy@semarize.com

You also have the right to lodge a complaint with the UK Information Commissioner’s Office (ICO).

11. Cookies

We may use cookies and similar technologies to:

Operate the website

Improve performance

Analyse usage

Maintain security

You may manage cookies via your browser settings.

A separate Cookie Policy may be published where required.

12. AI and Automated Processing

Semarize uses automated systems to generate structured semantic outputs.

Outputs may be probabilistic in nature and should not be relied upon as sole decision-making tools without appropriate human oversight.

We do not engage in automated decision-making that produces legal or similarly significant effects on individuals without appropriate safeguards.

13. Changes to This Privacy Policy

We may update this Privacy Policy from time to time.

Where material changes are made, we will update the “Last updated” date and, where appropriate, notify users.

Continued use of the Services constitutes acceptance of the updated Privacy Policy.

Introduction

We developed Semarize to make it easy to extract structured, actionable insights from conversations and unstructured communication data.

Our belief has always been that if we can make semantic analysis programmable and accessible at scale, we can play an influential part in improving how teams understand communication, decision-making, and performance. This belief has driven us to reduce the friction of signing up for our service and also fuels our desire to make it easy to get value from our platform.

So far our approach has worked. However, not everything is perfect. Given the rate of change online, the growth of AI-driven tools, and the ease of publishing and distributing content, it’s not practical for Semarize to know all of its users nor the exact nature of their business. While we believe the majority of people are good-natured, our product might be used in ways we never intended. It’s also conceivable that some accounts will not be using Semarize as we had intended or in line with our Terms and Conditions.

The intent of this Policy is to make it clear to anyone who uses Semarize (free or paid) what behavior or content is not acceptable when using our Services. We will take action against accounts that are discovered to be in violation of this Policy.

This Policy is a living document and will be updated as necessary. Continued use of Semarize requires compliance with this Acceptable Use Policy as well as our Terms and Conditions and Privacy Policy.

NON-acceptable uses of Semarize

If the content You submit to the Platform, process through the API, analyse using our evaluation frameworks, or generate outputs from contains information that is conducting or promoting any of the below, or if You intend to leverage Semarize to do any of the below, please do not sign up for Semarize. If You already have an account—whether free or paid—you must stop using Semarize for the offending activity or cancel Your account.

The following constitutes behavior and content that are NOT acceptable uses of Semarize:

Sites or activities performing, promoting, suggesting, or soliciting illegal activities.

Harassment, bullying, defamation, stalking, and threats.

Hateful content. A workspace, account, or integration using Semarize must not contain content that meets the following criteria nor can a Semarize account be used to do any of the following:

Promote or condone hate, violence, or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status, or other forms of discriminatory intolerance.

Promote or support organisations, platforms or people that:(i) promote or condone such hate; or(ii) threaten or condone violence to further a cause.

Child exploitation, sexualization, or abuse. We do not tolerate any activities that create, disseminate, process, or otherwise cause child abuse content or exploitation.

Selling counterfeit goods; or allowing, performing or facilitating any infringement of third party intellectual property rights.

Malware or spyware. This includes using Semarize to inject, infect, spread, or otherwise distribute malware or spyware, including through integrations, embedded scripts, or API misuse.

Phishing or otherwise attempting fraud. It is not acceptable to lie about who You are or who You are affiliated with in order to steal from, extort, or otherwise harm others, including via deceptive content submitted to or generated by the Platform.

Spamming. No one wants unsolicited emails, text, or other communication. Semarize must not be used as part of bulk unsolicited communication campaigns that violate applicable law.

Violence, or threats thereof. This includes activities that qualify as a violent crime where You operate, or in the UK where Semarize is based, or if You are leveraging Semarize to plan, conduct, assist, commit, or threaten such activity.

Misuse of personal data or privacy violations. Any actions that do not support the privacy rights of an individual. This includes capturing, selling, processing, analysing, or sharing personal data without lawful basis or consent where required.

High-risk or harmful use of AI outputs. Using Semarize outputs in a manner that causes harm, misrepresents individuals, fabricates evidence, or is used for unlawful surveillance, discrimination, or automated decision-making without appropriate human oversight and legal compliance.

It is foreseeable that a customer’s use of Semarize may extend to new areas not currently documented in this Policy. When and if this occurs, we will take the same action of investigation and enforcement to determine if an account is acting against the spirit of this Policy. We reserve the right to do this as needed.

When a situation like this occurs, we will use our internal principles and compliance standards to guide our final decision and update this Policy if appropriate.

Reporting a concern

Do You know of an account that is violating this Policy? Or do You suspect misuse of Semarize that may breach this Policy?

If so, please contact us so we can investigate.

Simply email us at:privacy@semarize.com

Please share as much as You are comfortable with about the account, the content or behavior You are reporting, and how You found it. In addition to relevant URLs or account identifiers, sending screenshots or logs is helpful since content can quickly be removed or changed.

Someone on our team will respond within two business days to let You know we’ve begun investigating. We will also contact You with the outcome of our investigation (unless You ask us not to, or we are not permitted to under applicable law).

This policy sets out the support program and service levels for the Subscription Services We provide You and is subject to, and made a part of, Your Terms & Conditions.

1.2 Support Program

We shall provide the following support program in relation to the Pro Subscription, Scale Subscription and Enterprise Subscription (or any successor tiers introduced by Us) as follows:

1.2.1 Error Categorisation

We shall categorise each reported error within 6 business hours of an error being reported by You during business hours by:

(i) using the telephone (during business hours);(ii) email; or(iii) via Our Platform support interface.

Any references to “business days” or “working hours” refer to normal business days and normal working hours in England (9am to 6pm – Monday to Friday, excluding public holidays).

1.2.2 Prioritisation

Prioritisation shall be in accordance with the following table:

Priority 1 – CriticalEntire system unavailable, including API access or dashboard access.

Priority 2 – HighIndividual core function unavailable (for example semantic processing, run execution, API endpoint, billing execution or workspace access), no workaround available, remainder of system working.

Priority 3 – MediumIndividual function unavailable, workaround available.

Priority 4 – LowCosmetic issues, feature requests, documentation clarifications, training or procedural issues.

1.2.3 Resolution Targets

We shall provide identification and resolution, obviation and/or mitigation (including provision of a temporary workaround) of bugs or errors reported by You in the then current version of the applicable Platform or API in accordance with the following estimated target timescales, provided always that the fault is caused by Us (and not caused by Your use of the Platform in breach of Your Agreement with Us, misconfiguration, third-party integration error, or infrastructure outside Our control).

We will use reasonable endeavours to resolve (fix) within:

Priority 1 – CriticalInitial Response: 2 hoursResolution Time: 8 hours

Priority 2 – HighInitial Response: 6 hoursResolution Time: 1 business day

Priority 3 – MediumInitial Response: 1 business dayResolution Time: 3 business days and in respect of business priorities

Priority 4 – LowInitial Response: 2 business daysResolution Time: Next release and in respect of business priorities

1.2.4 Updates

At Our sole discretion, We shall make available updates, patches, infrastructure improvements, security updates and feature releases for the Platform as We see fit and, for the avoidance of doubt, nothing in this policy shall oblige Us to make any specific update to the Platform, API, models, evaluation frameworks, or integrations.

1.2.5 Advice and Assistance

We shall provide telephone or email advice and assistance on the use of the Platform, including API usage and configuration queries, during working hours on business days.

1.3 Third-Party Software and Integrations

For any errors relating to any third-party software (such as optional integrations, cloud infrastructure providers, authentication providers, analytics tools, or AI model providers), We may liaise with the applicable third party and make available to You any remedies, workarounds or updates provided by that third party in relation to that error.

We are not responsible for resolution timelines controlled by such third parties.

1.4 Exclusions from Support Program

We shall have no obligation to provide the Support Program where errors arise from:

1.4.1 Damage to the Platform or software for any reason, including for the avoidance of doubt the failure or fluctuation of electrical power;

1.4.2 Failure or delay in performance due to circumstances beyond Our reasonable control, including but not limited to acts of nature, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, or failures of third-party cloud or AI infrastructure providers;

1.4.3 Use of the Platform in combination with any equipment, integration or software not provided by Us or not designated by Us in writing for use with any part of the Platform, or any fault in any such equipment or software;

1.4.4 Any breach of Your obligations under Our Agreement with You however arising;

1.4.5 User error, misconfiguration, incorrect API implementation, or improper usage of Processing Credits;

1.4.6 Your use of the Platform as part of any Free Trial Period or Starter Subscription (unless otherwise agreed in writing).

1.5 Maintenance and Notifications

We will provide at least 48 hours’ notice for scheduled maintenance where reasonably practicable.

We will strive to conduct maintenance during off-peak or non-business hours to minimise disruption.

Emergency maintenance required to address security vulnerabilities, data integrity issues, or critical infrastructure risks may be performed without advance notice where necessary.

1.6 Reporting and Communication

We will provide regular updates on any material changes to service status and performance.

Customers can access real-time status updates at: https://status.semarize.com(or such updated status page as We may notify You from time to time).

SERVICE LEVELS

We will use commercially reasonable efforts to ensure the Enterprise Subscription, Scale Subscription and Pro Subscription Services, as set out in the applicable Order Form, are available during working hours for 99% of the time measured per calendar month, based on the monthly average percentage availability.

Availability is calculated as:

Total actual uptime minutes ÷ Total possible uptime minutes in the month

excluding any permitted downtime.

Permitted Downtime

For the purposes of this service level, “permitted downtime” means the unavailability of the Platform for:

Planned maintenance, which We have notified You of in advance;

Unscheduled maintenance work required as a result of conditions outside of Our reasonable control;

Any unavailability caused by a force majeure event;

Third-party internet service provider failures or delays;

Failures of third-party cloud infrastructure, AI model providers, authentication providers or other third parties not appointed by or under the direct operational control of Us;

Service interruptions of less than 30 seconds;

Congestion whereby high traffic levels result in service disruption caused by You exceeding any agreed capacity, Processing Credit allocation or API rate limits;

Issues with Your local area network, Your internet connectivity, infrastructure or configuration of such infrastructure or software;

Complete hardware failure requiring replacement where We do not own the hardware or are not directly responsible for hardware replacement;

If for any reason You cannot be reached to correct an availability issue, time will be frozen until We can make contact with You to begin fixing the availability issue;

Issues resulting from problems caused by Your failure to follow agreed procedures, or caused by unauthorised changes to the Services by You;

Material breach by You or Your Users of the terms of the Agreement; and

A suspension of the Services in accordance with this Agreement.