PLATFORM TERMS OF SERVICE
Effective Date: 6 June 2026
Provider: Argyll Data Development Ltd ("ADD", "we", "us", "our")
Company Number: SC759203
Registered Office: Killellan Farm, Toward, Argyll, PA23 7UJ
1. INTRODUCTION
These Platform Terms of Service ("Terms") govern access to and use of any hosted platform, artificial intelligence services, APIs, inference services, compute environments, infrastructure services, software, portals, managed services, support services, consulting services, and related technologies provided by Argyll Data Development Ltd ("ADD").
These Terms apply to individual users, professional users, business customers, public sector organisations, educational institutions, research organisations, charities, and other legal entities using the Services.
By accessing, using, purchasing, subscribing to, or otherwise receiving Services from ADD, the Customer agrees to be bound by these Terms.
1.1 General Platform Terms
These Terms constitute the default and general terms governing access to and use of the Platform and Services provided by ADD.
These Terms apply to all Customers unless superseded by a separate written agreement executed by authorised representatives of both ADD and the Customer.
Where no separate written agreement exists, these Terms shall govern the provision and use of all Services.
1.2 Order of Precedence
In the event of any conflict or inconsistency between these Terms and any separately executed written agreement between ADD and the Customer, the following order of precedence shall apply:
1. A signed Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, or other negotiated commercial agreement;
2. A signed Service Level Agreement ("SLA"), Order Form, Statement of Work ("SOW"), Service Schedule, or other document expressly incorporated into such agreement;
3. These Platform Terms of Service.
To the extent of any conflict, the higher-ranking document shall prevail.
Nothing in these Terms shall modify or override any provision expressly agreed in a separately executed written agreement between ADD and the Customer.
1.3 Relationship with Other Policies
These Terms should be read alongside any applicable:
Privacy Policy;
Cookie Policy;
Acceptable Use Policy;
Software Licence Agreement;
Service Schedules;
Service Level Agreements;
Data Processing Addenda; and
other policies published by ADD from time to time.
Where a conflict exists between these Terms and a separately executed written agreement, the written agreement shall prevail.
2. DEFINITIONS
For the purposes of these Terms:
“Account” means any account, subscription, authentication credential, access key, token, certificate, or other mechanism used to access the Platform.
“AI Output” means any response, prediction, inference, recommendation, analysis, text, code, image, audio, video, dataset, report, workflow, or other material generated through use of artificial intelligence services made available via the Platform.
“Authorised User” means any employee, contractor, consultant, agent, representative, or other individual authorised by the Customer to access or use the Services.
“Confidential Information” means information disclosed by one party to the other that is confidential by its nature or is identified as confidential, including technical, commercial, operational, security, financial, and business information.
“Customer” means the individual, organisation, company, public body, educational institution, partnership, charity, or other legal entity receiving Services from ADD.
“Customer Data” means prompts, inputs, uploaded files, datasets, instructions, configurations, content, metadata, personal data, and other information submitted by or on behalf of the Customer.
“Dedicated Environment” means a private, reserved, customer-specific infrastructure environment provided by ADD under a separate commercial arrangement.
“Infrastructure Providers” means hosting providers, telecommunications providers, cloud providers, colocation operators, software suppliers, model providers, security providers, networking providers, and other authorised third parties utilised by ADD in connection with delivery of the Services.
“Non-Sovereign Models” means models hosted, operated, managed, or controlled outside the United Kingdom and subject to one or more foreign jurisdictions.
“Platform” means any hosted platform, cloud service, artificial intelligence service, API, portal, compute environment, infrastructure service, software service, managed service, or related technology operated or made available by ADD.
“Pricing Page” means the pricing information, service rates, subscription charges, usage charges, or other pricing details published by ADD on its website, customer portal, or other official pricing channel, as updated from time to time.
“Services” means all products, services, software, infrastructure, support services, managed services, consulting services, APIs, AI services, and related offerings provided by ADD.
“Service Credits” means any credits, allowances, usage balances, prepaid balances, promotional credits, or other value allocations made available for use within the Platform.
“Service Level Agreement” or “SLA” means any written service level commitment separately agreed between ADD and the Customer.
“Sovereign Models” means models hosted within infrastructure located in the United Kingdom and operated under UK jurisdiction.
“Third-Party Models” means artificial intelligence models, large language models, machine learning models, software components, or technologies owned or licensed by third parties and made available through the Platform.
3. ELIGIBILITY
The Platform is intended for professional, commercial, educational, research, development, training, evaluation, and personal learning purposes.
Customers may use the Platform:
as an individual user;
as a student, researcher, hobbyist, or independent developer;
as a sole trader or consultant;
on behalf of a company, partnership, charity, public authority, educational institution, research organisation, or other legal entity;
through authorised employees, contractors, consultants, or representatives.
The Platform is not designed or marketed primarily as a consumer entertainment service and may not be suitable for ordinary household or recreational use unrelated to learning, development, research, experimentation, or productivity activities.
ADD reserves the right to refuse, suspend, or terminate access where eligibility requirements are not satisfied or where continued access would create legal, regulatory, operational, security, or commercial risk.
Nothing in these Terms excludes or limits any statutory rights that may apply to an individual user where such rights cannot lawfully be excluded or limited.
4. SERVICES
ADD provides cloud, infrastructure, software, and artificial intelligence services through the Platform.
Services may include:
artificial intelligence inference services;
large language model access;
hosted compute environments;
application programming interfaces (APIs);
software-as-a-service offerings;
managed artificial intelligence environments;
data processing services;
orchestration and automation services;
infrastructure hosting services;
storage services;
private deployments;
dedicated infrastructure environments;
reserved compute capacity;
technical consulting services;
implementation services;
support services;
beta, preview, pilot, or experimental services.
The availability, scope, functionality, performance, capacity, and technical characteristics of Services may vary depending on:
subscription level;
commercial agreement;
purchased service tier;
infrastructure availability;
technical requirements;
regulatory requirements; or
operational considerations.
ADD may introduce, modify, replace, enhance, suspend, or discontinue Services from time to time.
Certain Services may be governed by additional:
Order Forms;
Statements of Work;
Service Schedules;
Service Level Agreements;
Enterprise Agreements; or
other commercial arrangements.
Where applicable, such documents shall supplement these Terms.
ADD may utilise third-party software, infrastructure, telecommunications services, cloud providers, model providers, and Infrastructure Providers in connection with delivery of the Services.
5. ACCOUNTS AND SECURITY
Customers may be required to establish one or more Accounts to access the Platform.
The Customer is responsible for:
maintaining the confidentiality of credentials;
controlling access to Accounts;
ensuring only Authorised Users access the Services;
implementing appropriate internal security controls;
maintaining accurate account information;
promptly reporting actual or suspected unauthorised access;
promptly reporting security incidents affecting Customer Accounts.
The Customer shall be responsible for all activities occurring through its Accounts unless caused directly by ADD's negligence or wilful misconduct.
ADD and authorised Infrastructure Providers may access account information, billing information, service telemetry, operational metadata, diagnostic information, and technical records where reasonably necessary to:
provide Services;
administer Accounts;
maintain Platform operations;
investigate technical issues;
detect abuse or security threats;
ensure service reliability;
comply with legal obligations;
protect Platform security and integrity.
ADD does not routinely review Customer prompts, Customer Data, or AI Outputs except where reasonably necessary for:
technical support;
security investigations;
abuse prevention;
legal compliance;
regulatory obligations;
protection of the Platform and its users.
ADD may suspend, restrict, or disable access where reasonably necessary to:
protect security;
prevent abuse;
investigate incidents;
comply with legal obligations;
protect infrastructure integrity;
enforce these Terms.
Customers shall cooperate with reasonable security investigations and incident response activities where required to protect the Platform, other customers, or Infrastructure Providers.
6. ACCEPTABLE USE
Customers must use the Platform lawfully, responsibly, and in accordance with these Terms and all applicable laws and regulations.
Customers must not use the Platform:
for any unlawful, fraudulent, deceptive, or misleading purpose;
to violate applicable laws, regulations, court orders, or regulatory requirements;
to infringe intellectual property rights, privacy rights, confidentiality obligations, or other legal rights of third parties;
to develop, distribute, facilitate, or promote malware, ransomware, malicious code, or other harmful software;
to gain unauthorised access to systems, networks, services, accounts, or data;
to interfere with, disrupt, degrade, damage, or impair the operation of the Platform or related infrastructure;
to circumvent technical restrictions, usage controls, authentication systems, or security measures;
to conduct unauthorised surveillance, monitoring, interception, or collection of data;
to process, store, or transmit data where the Customer lacks lawful authority to do so;
in connection with activities prohibited by applicable sanctions, export controls, trade restrictions, or governmental regulations;
to impersonate any person or organisation or falsely represent an affiliation with another party;
to engage in activity that could reasonably be expected to compromise the security, integrity, availability, or reputation of the Platform.
Customers shall remain responsible for all activity conducted through their Accounts and by their Authorised Users.
ADD may investigate suspected violations of this Section and may suspend, restrict, or terminate access where reasonably necessary to protect the Platform, its customers, Infrastructure Providers, or third parties.
Nothing in this Section prevents legitimate security testing, research, development, benchmarking, or evaluation activities that have been expressly authorised in writing by ADD.
7. CUSTOMER DATA AND AI OUTPUTS
7.1 Ownership of Customer Data
The Customer retains ownership of all Customer Data submitted to the Platform.
Nothing in these Terms transfers ownership of Customer Data to ADD.
7.2 Customer Responsibilities
The Customer is solely responsible for:
the legality of Customer Data;
obtaining required permissions, licences, consents, and approvals;
ensuring lawful rights to submit and process Customer Data;
ensuring the accuracy, completeness, and suitability of submitted information;
compliance with applicable laws and regulations relating to Customer Data.
The Customer warrants that it possesses all rights necessary to permit ADD to process Customer Data for the purposes described in these Terms.
7.3 Processing of Customer Data
Customer Data may be processed by ADD and authorised Infrastructure Providers solely for purposes including:
provision of the Services;
operation and maintenance of the Platform;
customer support;
account administration;
billing and subscription management;
service monitoring;
security monitoring;
abuse prevention;
technical diagnostics;
legal and regulatory compliance.
Customer Data is not sold to third parties.
Customer environments remain logically segregated from unrelated customer environments.
7.4 Ownership of AI Outputs
Subject to applicable law, third-party licensing restrictions, and payment of applicable fees, the Customer retains all rights, title, and interest in AI Outputs generated through authorised use of the Services.
ADD claims no ownership of Customer-generated AI Outputs except to the limited extent required to provide, secure, maintain, or support the Services.
The Customer remains solely responsible for evaluating, validating, reviewing, and determining the suitability, legality, and accuracy of AI Outputs before reliance or use.
7.5 Data Retention and Deletion
ADD operates the Platform primarily as an inference service.
ADD does not routinely retain Customer prompts, submitted content, or AI-generated outputs beyond the period reasonably necessary to:
provide the Services;
maintain operational integrity;
investigate technical issues;
support agreed service functionality;
comply with legal obligations.
Customer account information, billing records, contractual records, payment records, support records, and other business records required for legal, taxation, accounting, audit, insurance, regulatory, compliance, or business record-keeping purposes may be retained for up to seven (7) years following termination of the customer relationship, or for such longer period as may be required by applicable law.
Upon termination of Services, ADD may delete Customer Data and associated service information in accordance with its operational retention policies except where retention is required by law, legal process, insurance requirements, audit obligations, regulatory requirements, or legitimate business record-keeping obligations.
7.6 No Foundation Model Training
ADD operates the Platform as an inference service provider.
Customer prompts, Customer Data, submitted content, and AI-generated outputs are not used by ADD for foundation model training, model fine-tuning, model improvement, reinforcement learning, dataset creation, or similar machine learning activities.
ADD does not use Customer Data or AI-generated outputs to train artificial intelligence models.
Where the Platform provides access to Third-Party Models, ADD acts solely as an inference and service delivery provider. Ownership, development, training, and improvement of such models remain the responsibility of their respective owners or licensors.
Nothing in this section prevents ADD from collecting aggregated, anonymised operational telemetry necessary for service delivery, security monitoring, capacity planning, abuse prevention, infrastructure management, billing, or platform performance monitoring, provided such information does not identify Customer Data, Customer prompts, or AI-generated outputs.
7.7 Security of Customer Data
ADD maintains commercially reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, loss, or destruction.
Customer prompts and AI-generated outputs transmitted through the Platform are protected using industry-standard security controls, including encryption in transit and, where applicable, encryption at rest.
8. DATA PROTECTION
8.1 Relationship with Privacy Documentation
This Section should be read in conjunction with ADD's Privacy Policy, Cookie Policy, and any applicable Data Processing Addendum ("DPA").
The Privacy Policy describes how ADD collects, uses, stores, protects, and manages personal data in connection with operation of the Platform and related services.
Where a separately executed DPA exists between ADD and the Customer, the DPA shall take precedence in relation to the processing of personal data on behalf of the Customer.
8.2 Compliance with Data Protection Laws
Each party shall comply with all applicable data protection, privacy, and information governance laws and regulations, including:
the UK General Data Protection Regulation ("UK GDPR");
the Data Protection Act 2018;
the Privacy and Electronic Communications Regulations (where applicable); and
any other applicable data protection legislation.
Each party shall be independently responsible for compliance with its respective obligations under applicable data protection laws.
8.3 Customer Responsibilities
The Customer is responsible for ensuring that it has all necessary legal rights, permissions, consents, notices, and lawful bases required to submit, process, store, transmit, or otherwise utilise Customer Data through the Platform.
The Customer remains responsible for determining whether the Services are suitable for processing particular categories of information, including personal data, confidential information, regulated information, or special category data.
The Customer remains responsible for compliance with any legal, regulatory, contractual, or industry-specific obligations applicable to its use of the Services.
8.4 ADD Processing Activities
Where ADD processes personal data on behalf of a Customer, such processing shall be limited to activities reasonably necessary for:
provision of the Services;
operation and maintenance of the Platform;
customer support;
account administration;
billing and payment processing;
security monitoring;
abuse prevention;
technical diagnostics;
legal and regulatory compliance.
ADD shall not process Customer Data for purposes unrelated to provision of the Services.
8.5 Inference Services
ADD operates the Platform as an inference service provider.
The use of Customer prompts, Customer Data, submitted content, and AI-generated outputs in relation to foundation model training, model fine-tuning, model improvement, reinforcement learning, dataset creation, or similar machine learning activities is governed by Section 7.6.
8.6 Security Measures
ADD maintains commercially reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, loss, destruction, or misuse.
Such measures may include:
encryption in transit;
encryption at rest where applicable;
access controls;
authentication controls;
monitoring and logging of platform operations;
security incident management processes;
infrastructure security controls.
No security system can guarantee absolute security and the Customer acknowledges that transmission and storage of information inherently involve risk.
8.7 International Processing
ADD may utilise authorised Infrastructure Providers, hosting providers, telecommunications providers, cloud providers, software providers, support providers, and operational service providers located outside the United Kingdom where reasonably necessary for:
service delivery;
operational resilience;
infrastructure management;
technical support;
security operations; or
business continuity purposes.
Where international transfers of personal data occur, ADD shall implement appropriate safeguards required under applicable data protection laws.
8.8 Data Processing Addendum
Where required by applicable data protection law, the parties shall enter into a separate Data Processing Addendum governing the processing of personal data in connection with the Services.
Where a DPA has been executed, the DPA shall take precedence over this Section in relation to personal data processing obligations.
8.9 Security and Compliance Information
Customers may request reasonable information regarding ADD's security and data protection controls, subject to confidentiality obligations, operational security requirements, legal restrictions, and protection of proprietary information.
ADD may satisfy such requests through provision of policies, summaries, questionnaires, certifications, attestations, or other documentation that ADD reasonably determines appropriate.
8.10 Data Breaches
ADD shall maintain reasonable processes for identifying, investigating, managing, and responding to security incidents affecting the Platform.
Where required by applicable law, ADD shall provide notification of relevant personal data breaches within a reasonable period following confirmation of such incidents.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 ADD Intellectual Property
ADD and its licensors retain all rights, title, and interest in and to:
the Platform;
software;
source code;
object code;
APIs;
orchestration systems;
workflows;
infrastructure;
service architecture;
documentation;
service configurations;
technical methodologies;
trademarks;
trade names;
branding;
logos;
know-how;
proprietary processes; and
all related intellectual property rights.
Except as expressly stated in these Terms, no ownership rights in ADD intellectual property are transferred to the Customer.
The Customer receives only the limited rights necessary to access and use the Services in accordance with these Terms and any applicable commercial agreement.
9.2 Customer Data
The Customer retains ownership of all Customer Data submitted to the Platform.
Nothing in these Terms transfers ownership of Customer Data to ADD.
The Customer grants ADD a limited, non-exclusive right to process Customer Data solely to the extent necessary to:
provide the Services;
operate and maintain the Platform;
administer Customer Accounts;
provide support services;
ensure security;
comply with legal obligations; and
perform obligations under these Terms.
9.3 AI Outputs
Subject to applicable law and any applicable third-party licensing restrictions, the Customer retains all rights, title, and interest that it may have in AI Outputs generated through authorised use of the Services.
ADD claims no ownership of Customer-generated AI Outputs except to the limited extent necessary to provide, secure, maintain, support, or troubleshoot the Services.
The Customer acknowledges that:
AI Outputs may not be unique;
similar or identical outputs may be generated for other customers;
outputs generated by artificial intelligence systems may not be capable of intellectual property protection in all jurisdictions; and
ownership rights may be subject to applicable laws and third-party rights.
9.4 Third-Party Models and Technologies
The Platform may provide access to Third-Party Models, open-source software, proprietary software, infrastructure services, and other technologies owned or licensed by third parties.
Ownership of such technologies remains with their respective owners and licensors.
Nothing in these Terms transfers ownership of any Third-Party Model or third-party technology to the Customer.
Use of Third-Party Models may be subject to additional licensing terms, usage restrictions, technical limitations, or legal requirements imposed by the applicable owner or licensor.
9.5 Feedback and Suggestions
Where a Customer voluntarily provides feedback, suggestions, recommendations, enhancement requests, or similar information relating to the Platform or Services, ADD may use such information without restriction and without obligation to compensate the Customer.
This Section does not grant ADD ownership of Customer Data, Confidential Information, or AI Outputs.
9.6 No Implied Rights
Except as expressly stated in these Terms, no licence, assignment, transfer, waiver, or grant of intellectual property rights shall be implied.
All rights not expressly granted are reserved by the applicable owner.
10. SERVICE AVAILABILITY AND PLATFORM OPERATIONS
10.1 Service Availability
ADD shall use commercially reasonable efforts to provide and maintain availability of the Platform and Services.
The Customer acknowledges that the Platform is a complex technology environment that may be affected by maintenance activities, infrastructure dependencies, telecommunications services, software components, third-party providers, and other operational factors.
Except where expressly agreed in a separate written Service Level Agreement ("SLA"), the Services are provided on an "as available" basis.
10.2 Planned Maintenance
ADD may perform planned maintenance, upgrades, updates, security activities, infrastructure changes, and other operational work necessary to maintain, improve, secure, or support the Platform.
Where reasonably practicable, ADD will endeavour to provide advance notice of planned maintenance that may materially affect service availability.
Emergency maintenance may be performed without prior notice where reasonably necessary to protect security, integrity, availability, or operational stability.
10.3 Service Interruptions
Services may be unavailable, degraded, restricted, suspended, delayed, or otherwise affected due to:
planned maintenance;
emergency maintenance;
software updates;
security incidents;
cyberattacks;
infrastructure failures;
telecommunications failures;
internet outages;
power failures;
third-party provider disruptions;
model provider interruptions;
regulatory requirements;
legal obligations; or
circumstances beyond ADD's reasonable control.
ADD shall not be responsible for interruptions caused by Customer systems, third-party services not under ADD's control, or events described in Section 17 (Force Majeure).
10.4 Platform Changes
ADD may from time to time:
add, remove, replace, update, or modify Services;
introduce new functionality;
retire existing functionality;
change technical specifications;
update APIs;
modify supported integrations;
update security controls;
improve operational performance.
Such changes may be required for operational, commercial, legal, regulatory, security, licensing, infrastructure, or technical reasons.
10.5 Third-Party Models
The Platform may provide access to Third-Party Models and related technologies.
Availability, functionality, performance characteristics, supported features, and licensing rights relating to Third-Party Models may change without notice where required by licensing, legal, security, provider, or operational requirements. Where reasonably practicable, ADD shall endeavour to provide notice of material changes affecting widely used Third-Party Models.
ADD does not guarantee the ongoing availability of any specific Third-Party Model unless expressly agreed in writing.
10.6 Service Levels
Dedicated infrastructure environments, private deployments, reserved capacity services, enterprise environments, managed services, and other premium service offerings may be subject to separate written SLAs.
Where a separate SLA exists, the SLA shall govern applicable service level commitments.
In the absence of a separate written SLA, no specific commitment is made regarding:
uptime;
availability;
response times;
throughput;
latency;
capacity reservation;
processing speed; or
uninterrupted service availability.
10.7 Beta and Preview Services
ADD may make beta, preview, pilot, evaluation, demonstration, experimental, or pre-release services available from time to time.
Such services:
may contain defects;
may be incomplete;
may change without notice;
may be discontinued at any time;
may not be suitable for production use.
Unless otherwise agreed in writing, beta and preview services are provided without service level commitments.
10.8 Usage Limits and Fair Use
ADD may implement reasonable technical, operational, security, capacity, usage, or fair use limits in connection with the Services.
Such limits may include restrictions relating to:
API requests;
compute utilisation;
storage consumption;
throughput;
concurrent sessions;
token consumption;
reserved capacity; or
other operational metrics.
Where applicable, usage limits shall be communicated through service documentation, commercial agreements, customer portals, or service schedules.
10.9 Operational Telemetry
ADD may collect and utilise aggregated operational telemetry, performance metrics, infrastructure diagnostics, capacity utilisation data, security information, and service analytics necessary for:
operation of the Platform;
service monitoring;
performance optimisation;
capacity planning;
abuse prevention;
security management;
infrastructure administration;
billing and usage measurement.
Such telemetry shall not be used for model training and shall not intentionally identify Customer prompts, Customer Data, or AI Outputs.
11. FEES, BILLING AND PAYMENT
11.1 Fees
Fees for the Services shall be determined in accordance with applicable:
subscription plans;
pricing schedules;
service schedules;
Order Forms;
Statements of Work;
Service Level Agreements;
Enterprise Agreements; or
other commercial arrangements agreed between ADD and the Customer.
ADD may offer Services on a:
prepaid basis;
subscription basis;
usage-based basis;
reserved capacity basis;
dedicated infrastructure basis; or
custom enterprise pricing basis.
11.2 Usage Measurement
Where applicable, Services may be measured and billed by reference to one or more operational metrics, including:
token consumption;
inference requests;
API requests;
compute utilisation;
processing time;
storage consumption;
bandwidth utilisation;
reserved capacity;
infrastructure allocation; or
other usage metrics specified by ADD.
ADD's usage records shall constitute prima facie evidence of service consumption unless demonstrably incorrect.
11.3 Prepaid Services
Unless otherwise agreed in writing, Services are provided on a prepaid basis.
Customers are responsible for ensuring that sufficient account balances, credits, subscriptions, or payment arrangements exist to support continued access to the Services.
ADD may suspend, restrict, or limit Services where prepaid balances, credits, or usage allocations have been exhausted.
11.4 Subscriptions
Where Services are supplied on a subscription basis:
subscription fees shall be payable in advance;
subscriptions shall renew in accordance with the applicable subscription terms unless otherwise stated;
the Customer remains responsible for all fees due during the applicable subscription period.
ADD reviews Platform pricing periodically and may update subscription fees, usage charges, service rates, or other pricing from time to time.
Current pricing applicable to the Services shall be published on the ADD pricing page and shall normally be reviewed at intervals of approximately fourteen (14) days.
Updated pricing shall apply to new purchases, new subscriptions, renewals, additional service purchases, and future service periods following publication.
Pricing changes shall not affect prepaid balances, prepaid services, or fixed-term contractual commitments already accepted by ADD unless otherwise agreed in writing.
11.5 Enterprise and Contracted Services
Enterprise customers may receive customised commercial arrangements under separately executed agreements.
Such arrangements may include:
invoiced payment terms;
reserved capacity commitments;
dedicated infrastructure;
managed services;
volume pricing;
committed spend arrangements; or
other negotiated commercial terms.
Where a separately executed agreement exists, that agreement shall take precedence over this Section to the extent of any inconsistency.
11.6 Taxes
Unless expressly stated otherwise:
all fees are exclusive of VAT;
all fees are exclusive of sales taxes, duties, levies, or similar governmental charges;
the Customer shall be responsible for all applicable taxes arising from use of the Services, except taxes based upon ADD's net income.
11.7 Payment Obligations
The Customer shall pay all fees and charges when due.
Failure to pay fees when due may result in:
suspension of Services;
reduction of service availability;
removal of access to certain functionality;
cancellation of subscriptions;
termination of Services.
The Customer remains responsible for all fees accrued prior to suspension or termination.
11.8 Refunds
Except where required by law, prepaid fees, subscription fees, usage charges, and other payments are non-refundable.
ADD may, at its sole discretion, provide service credits, refunds, or other remedies where it considers such action appropriate.
Nothing in this Section limits any rights expressly granted under a separate written agreement.
11.9 Service Credits
ADD may issue promotional credits, trial credits, goodwill credits, service credits, or other account balances from time to time.
Unless otherwise stated:
service credits have no cash value;
service credits are non-transferable;
service credits may not be redeemed for cash;
service credits may expire in accordance with applicable programme terms.
ADD reserves the right to modify, withdraw, suspend, or cancel service credit programmes at any time.
11.10 Fraud and Payment Risk
ADD may suspend, restrict, refuse, or terminate Services where reasonably necessary to:
investigate suspected fraud;
address payment disputes;
prevent abuse;
comply with legal obligations;
mitigate financial risk;
protect the Platform or its customers.
ADD reserves the right to require additional verification, payment validation, or account information where reasonably necessary for security, compliance, or fraud prevention purposes.
11.11 Pricing Changes
ADD may amend pricing, fees, usage charges, subscription rates, or commercial arrangements from time to time.
Changes shall not affect fees already paid or contractually committed under an existing fixed-term agreement unless otherwise agreed between the parties.
Revised pricing shall apply to future purchases, renewals, subscriptions, or service periods following notification of the change.
12. CONFIDENTIALITY
12.1 Purpose of this Section
This Section governs the protection, use, disclosure, and handling of commercial, business, technical, operational, financial, strategic, and other confidential information exchanged between the parties in connection with the Services.
This Section is distinct from Section 8 (Data Protection), which governs the processing of personal data, privacy obligations, information security controls, international data transfers, and compliance with applicable data protection legislation.
Nothing in this Section limits, replaces, or supersedes either party's obligations under applicable data protection laws or under Section 8 of these Terms.
12.2 Confidential Information
For the purposes of these Terms, "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that:
- is identified as confidential;
- would reasonably be understood to be confidential by its nature;
- relates to business operations, products, services, commercial arrangements, pricing, financial information, business plans, forecasts, strategies, customers, suppliers, infrastructure, security arrangements, intellectual property, technical information, software, documentation, or operational processes; or
- is otherwise disclosed in circumstances creating an obligation of confidence.
Confidential Information may be disclosed in written, electronic, oral, visual, or any other form.
12.3 Confidentiality Obligations
The Receiving Party shall:
keep Confidential Information confidential;
use Confidential Information solely for purposes connected with the Services and these Terms;
protect Confidential Information using reasonable organisational, administrative, and technical safeguards;
restrict access to personnel, representatives, advisers, and service providers who have a legitimate need to know the information;
ensure that persons receiving access to Confidential Information are subject to appropriate confidentiality obligations; and
take reasonable steps to prevent unauthorised access, disclosure, misuse, or loss of Confidential Information.
12.4 Permitted Disclosures
The Receiving Party may disclose Confidential Information:
to employees, contractors, consultants, auditors, legal advisers, accountants, insurers, professional advisers, Infrastructure Providers, and other representatives who have a legitimate need to know the information for purposes connected with the Services;
to lenders, investors, prospective investors, financing providers, acquisition parties, merger participants, due diligence teams, and corporate advisers in connection with financing, investment, restructuring, acquisition, merger, or similar corporate activities, provided appropriate confidentiality obligations apply;
where required by applicable law, regulation, court order, governmental authority, regulator, stock exchange requirement, or legal process;
where reasonably necessary to establish, exercise, or defend legal rights; or
with the prior written consent of the Disclosing Party.
Where legally permitted and reasonably practicable, the Receiving Party shall use reasonable efforts to notify the Disclosing Party before making a legally compelled disclosure.
12.5 Exclusions
Confidential Information does not include information that:
is or becomes publicly available other than through breach of these Terms;
was lawfully known to the Receiving Party prior to disclosure;
is independently developed without reference to the Confidential Information;
is lawfully obtained from a third party without restriction on disclosure; or
is approved for release by the Disclosing Party.
12.6 No Restriction on Residual Knowledge
Nothing in this Section shall prevent either party from using knowledge, skills, experience, concepts, techniques, or know-how retained in the unaided memory of its personnel, provided that such use does not result in disclosure of Confidential Information or infringement of intellectual property rights.
12.7 Duration of Confidentiality Obligations
The obligations contained in this Section shall apply throughout the provision of the Services and shall continue for a period of five (5) years following termination or expiry of the Services.
Where Confidential Information constitutes a trade secret or is otherwise protected under applicable law, the confidentiality obligations shall continue for so long as such protection applies.
12.8 Public Announcements and Publicity
Neither party shall issue press releases, public announcements, marketing statements, media communications, case studies, customer references, testimonials, or public disclosures that identify the other party without prior written consent, except where required by law, regulation, governmental authority, stock exchange requirement, or court order.
Nothing in this Section prevents ADD from:
disclosing the number of customers, users, accounts, deployments, projects, or service engagements;
describing the sectors, industries, markets, technologies, geographies, customer categories, projects, or use cases served by ADD, provided that such disclosure does not identify, and could not reasonably be used to identify, a specific Customer without that Customer’s prior written consent;
publishing aggregated, anonymised, or statistical business information;
describing services, capabilities, projects, deployments, or use cases in a manner that does not identify a specific Customer; or
making disclosures reasonably necessary for investment, financing, insurance, regulatory, audit, due diligence, or business development purposes.
ADD shall not identify a Customer by name, logo, trademark, case study, testimonial, project reference, or similar public endorsement without the Customer’s prior written consent unless the Customer has expressly requested or authorised such disclosure.
12.9 Survival
This Section shall survive termination or expiry of the Services and shall remain enforceable in accordance with its terms.
13. SUSPENSION AND TERMINATION
13.1 Purpose of this Section
This Section governs the circumstances in which Services may be suspended, restricted, cancelled, terminated, discontinued, or otherwise brought to an end by either party.
This Section establishes the rights and obligations of ADD and the Customer in relation to:
suspension of Services;
restriction of Services;
cancellation of subscriptions;
termination of Accounts;
discontinuation of service offerings;
non-payment;
security incidents;
legal and regulatory compliance requirements; and
the consequences of termination, cancellation, expiry, or suspension of Services.
This Section is intended to provide operational, commercial, and legal certainty regarding the continuation and ending of the Services.
Nothing in this Section affects any rights, obligations, liabilities, or remedies accrued prior to suspension, cancellation, termination, or expiry.
13.2 Suspension of Services
ADD may suspend, restrict, limit, or disable access to all or part of the Services where reasonably necessary to:
protect the security, integrity, availability, or lawful operation of the Platform;
investigate suspected abuse, fraud, unlawful activity, or security incidents;
prevent harm to ADD, Customers, Infrastructure Providers, or third parties;
comply with applicable laws, regulations, court orders, governmental requirements, sanctions obligations, or regulatory requirements;
address actual or suspected violations of these Terms;
enforce usage limits, subscription limits, service limits, or payment obligations;
respond to operational, technical, infrastructure, or cyber security risks; or
protect confidential information, intellectual property rights, or Platform security controls.
Where reasonably practicable, ADD shall use commercially reasonable efforts to restore access once the relevant issue has been resolved.
13.3 Suspension for Non-Payment
ADD may suspend, restrict, or limit access to the Services where:
prepaid balances have been exhausted;
subscription fees remain unpaid;
invoiced amounts are overdue;
payment obligations have not been satisfied;
payment disputes create material financial risk; or
fraudulent or suspicious payment activity is identified.
Suspension for non-payment shall not relieve the Customer of any obligation to pay fees, charges, taxes, or other amounts properly due.
ADD may require payment of outstanding balances before restoring access to suspended Services.
13.4 Customer Cancellation and Termination
Where Services are provided solely under these Terms and no separate written agreement exists, Customers may cease using the Services at any time.
Where Services are provided under a separate Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement, cancellation and termination shall be governed by the terms of that agreement.
The Customer shall remain responsible for complying with any applicable notice periods, minimum terms, committed spend obligations, termination procedures, payment obligations, or other contractual requirements contained within such agreement.
Termination or cancellation of the Services shall not entitle the Customer to a refund except where expressly provided by these Terms, a separate written agreement, or applicable law.
13.5 ADD Termination Rights
ADD may terminate access to the Services immediately where reasonably necessary to:
prevent unlawful activity;
protect the Platform, Infrastructure Providers, or other customers;
address material breaches of these Terms;
comply with legal or regulatory obligations;
address ongoing security threats;
enforce sanctions or export control requirements;
prevent fraud, abuse, or misuse of the Services; or
mitigate significant operational, legal, reputational, financial, or security risks.
Where reasonably practicable, ADD shall provide notice prior to termination.
Nothing in this Section obliges ADD to continue providing Services where doing so would create unacceptable legal, regulatory, operational, security, financial, or commercial risk.
13.6 Discontinuation of Services
ADD may discontinue, retire, replace, or withdraw specific Services, features, APIs, models, integrations, infrastructure components, or service offerings from time to time.
Such discontinuation may occur for operational, commercial, legal, licensing, regulatory, technical, infrastructure, or security reasons.
Where reasonably practicable, ADD shall endeavour to provide advance notice of material service discontinuations.
This Section does not affect any separate contractual commitments expressly agreed in writing between ADD and the Customer.
13.7 Effect of Suspension
During any period of suspension:
access to all or part of the Services may be restricted or unavailable;
Customer Accounts may be disabled;
service functionality may be limited;
usage of prepaid balances may be restricted;
support services may be suspended where appropriate.
Suspension does not constitute termination of the Services unless expressly stated by ADD.
The Customer remains responsible for all fees and obligations accrued prior to or during suspension.
13.8 Effect of Termination
Upon termination, cancellation, or expiry of the Services:
the Customer's right to access and use the Services shall cease;
ADD may disable Accounts, credentials, tokens, and access mechanisms;
unpaid fees and accrued payment obligations shall remain due and payable;
Customer Data may be deleted in accordance with Section 7 and applicable retention requirements;
any surviving provisions of these Terms shall remain in full force and effect.
Termination shall not affect rights, obligations, liabilities, claims, or remedies accrued prior to termination.
13.9 Survival
The following Sections shall survive termination, cancellation, suspension, or expiry of the Services:
Section 7 (Customer Data and AI Outputs);
Section 8 (Data Protection);
Section 9 (Intellectual Property Rights);
Section 11 (Fees, Billing and Payment) to the extent of accrued obligations;
Section 12 (Confidentiality);
Section 14 (Warranties and Disclaimers);
Section 15 (Limitation of Liability);
Section 16 (Export Controls and Sanctions);
Section 19 (Governing Law, Jurisdiction and General Provisions);
together with any other provisions that by their nature are intended to survive termination.
13.10 No Waiver
Any suspension, restriction, cancellation, or termination exercised by ADD under this Section shall be without prejudice to any other rights or remedies available to ADD under these Terms, applicable law, or any separate agreement between the parties.
14. WARRANTIES AND DISCLAIMERS
14.1 Purpose of this Section
This Section describes the warranties provided by ADD, the limitations of those warranties, and the matters for which the Customer remains responsible.
This Section is intended to establish realistic expectations regarding the operation of the Platform, the Services, and any AI-generated outputs.
This Section is separate from Section 15 (Limitation of Liability), which addresses the extent of each party's financial liability.
14.2 Service Provision
ADD shall use commercially reasonable efforts to provide the Services in accordance with these Terms and any applicable written agreement.
ADD does not warrant that:
the Services will operate without interruption;
the Services will be continuously available;
the Services will be error-free;
all defects will be corrected;
all Services will remain available indefinitely; or
except where expressly agreed in a separate written Enterprise Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement, all Third-Party Models, integrations, APIs, technologies, or related services will remain available.
The Customer acknowledges that the Services may be affected by maintenance activities, infrastructure dependencies, telecommunications services, Third-Party Models, software providers, and circumstances beyond ADD's reasonable control.
14.3 AI Outputs
The Customer acknowledges that artificial intelligence technologies may generate outputs that are:
inaccurate;
incomplete;
outdated;
inconsistent;
unexpected; or
unsuitable for a particular purpose.
AI Outputs are generated automatically by artificial intelligence systems and should be reviewed and validated by the Customer before reliance or use.
ADD does not warrant that AI Outputs will:
be accurate;
be complete;
be reliable;
be suitable for a particular purpose;
satisfy Customer requirements; or
be free from error.
The Customer remains solely responsible for evaluating, validating, approving, and determining the suitability of AI Outputs before relying upon them.
14.4 Customer Responsibilities
The Customer remains responsible for:
decisions made using the Services;
decisions made using AI Outputs;
compliance with applicable laws and regulations;
verification of information generated through the Platform;
selection and use of Customer Data;
implementation of appropriate human oversight and review processes.
Nothing in the Services constitutes legal, financial, tax, accounting, medical, engineering, regulatory, investment, or other professional advice unless expressly agreed in writing.
14.5 Third-Party Models and Services
The Platform may incorporate or provide access to Third-Party Models, software, infrastructure services, telecommunications services, APIs, hosting services, and other technologies supplied by third parties.
ADD does not control the development, training, licensing, modification, availability, operation, or performance of Third-Party Models.
ADD makes no warranty regarding the continued availability, functionality, performance, suitability, or future licensing of Third-Party Models or third-party services.
ADD does not warrant that all Third-Party Models, integrations, APIs, technologies, or related services will remain available unless such availability has been expressly committed to by ADD in a separate written Enterprise Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement.
The Platform may provide access to both Sovereign Models and Non-Sovereign Models.
ADD shall identify the hosting location and applicable jurisdiction of available models through the Platform, including by the use of flags, labels, model information, service documentation, model catalogues, customer portals, or other appropriate means.
Where a Customer selects or uses a Non-Sovereign Model, the Customer acknowledges and agrees that prompts, Customer Data, submitted content, AI-generated outputs, and related service data may be transmitted to, processed within, stored within, or otherwise handled in jurisdictions outside the United Kingdom as part of the provision of that service.
Although such services may be purchased, provisioned, billed, managed, or supported through ADD, the Customer acknowledges that utilisation of a Non-Sovereign Model may require the transfer of data outside the United Kingdom in order to access and use the selected model.
The Customer remains responsible for determining whether the use of any Sovereign Model or Non-Sovereign Model is appropriate for its legal, regulatory, contractual, governance, security, privacy, confidentiality, or compliance requirements.
By selecting a Non-Sovereign Model, the Customer confirms that it has considered and accepted any applicable international data transfer implications associated with that model.
14.6 Beta and Preview Services
Beta, preview, pilot, demonstration, experimental, evaluation, and pre-release services may be made available from time to time.
Such services:
may contain defects;
may be incomplete;
may change without notice;
may not be suitable for production use; and
may be withdrawn at any time.
Unless expressly agreed otherwise in writing, beta and preview services are provided without warranties and without service level commitments.
14.7 No Implied Warranties
Except as expressly stated in these Terms, or in any separate written Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement executed by ADD and the Customer, the Services are provided on an “as available” basis.
To the fullest extent permitted by law, all warranties, representations, conditions, guarantees, and other terms not expressly stated in these Terms or in an applicable written agreement are excluded.
Nothing in this Section excludes any warranty, representation, condition, guarantee, or right that cannot lawfully be excluded under applicable law.
15. LIMITATION OF LIABILITY
15.1 Purpose of this Section
This Section establishes the extent of each party's financial liability arising from or in connection with the Services, the Platform, and these Terms.
This Section is separate from Section 14 (Warranties and Disclaimers), which describes the warranties and limitations applicable to the Services.
The allocation of risk contained in this Section forms an essential basis of the commercial arrangements between the parties.
15.2 Liabilities That Cannot Be Excluded
Nothing in these Terms excludes or limits liability for:
fraud or fraudulent misrepresentation;
death or personal injury caused by negligence;
breach of any obligation that cannot lawfully be excluded or limited; or
any liability that applicable law prohibits from being excluded or limited.
15.3 Excluded Losses
Subject to Section 15.2, ADD shall not be liable for any:
indirect loss;
consequential loss;
incidental loss;
special loss;
punitive or exemplary damages;
loss of profit;
loss of revenue;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
loss of reputation;
loss of contracts;
loss of customers;
loss of production;
loss of use;
loss arising from business interruption; or
loss arising from inaccurate, incomplete, unexpected, or unsuitable AI Outputs.
Whether such losses arise in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise.
15.4 Customer Responsibility for AI Outputs
The Customer acknowledges that AI Outputs are generated automatically by artificial intelligence systems and remain subject to human review and validation.
ADD shall not be liable for:
decisions made by the Customer;
actions taken by the Customer;
reliance placed upon AI Outputs;
business outcomes arising from AI Outputs;
regulatory decisions;
legal decisions;
financial decisions; or
operational decisions,
made wholly or partly on the basis of AI Outputs generated through the Platform.
15.5 Customer Data and Customer Activities
ADD shall not be responsible for:
Customer Data;
Customer prompts;
Customer configurations;
Customer integrations;
Customer security settings;
Customer content;
Customer systems; or
Customer use of the Services.
The Customer remains responsible for ensuring the legality, accuracy, suitability, and compliance of all Customer Data and Customer activities.
15.6 Third-Party Models and Services
ADD shall not be liable for failures, interruptions, defects, inaccuracies, licensing changes, service withdrawals, performance issues, or other matters arising from:
Third-Party Models;
third-party software;
telecommunications providers;
infrastructure providers;
cloud providers;
internet services; or
other third-party services beyond ADD's reasonable control.
15.7 Liability Under Separate Agreements
Where a separate written Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement executed by ADD and the Customer contains specific liability provisions, liability caps, indemnities, exclusions, service credits, or risk allocation arrangements, those provisions shall take precedence over this Section to the extent of any inconsistency.
15.8 Liability Cap Under These Terms
Where no separate written agreement provides an alternative liability allocation, and subject to Section 15.2, ADD’s total aggregate liability arising out of or in connection with the Services, the Platform, or these Terms shall not exceed:
(a) the total fees paid by the Customer to ADD during the twelve (12) months immediately preceding the event giving rise to the claim; or
(b) where the Services are provided solely on a prepaid basis without recurring charges, the total amount paid by the Customer for the affected Services during the three (3) months immediately preceding the event giving rise to the claim,
whichever is greater.
15.9 Insurance
ADD maintains commercial insurance coverage appropriate to the nature of its business and the Services provided.
Information regarding applicable insurance arrangements may be provided upon reasonable written request, subject to confidentiality, security, and commercial sensitivity considerations.
15.10 Entire Allocation of Risk
The Customer acknowledges that the pricing, fees, and commercial arrangements applicable to the Services reflect the allocation of risk contained within these Terms.
The limitations and exclusions contained in this Section are reasonable and proportionate having regard to the nature of the Services, the fees charged, and the respective responsibilities of the parties.
16. EXPORT CONTROLS AND SANCTIONS
16.1 Purpose of this Section
This Section governs compliance with applicable export control laws, trade restrictions, sanctions regimes, import controls, and similar legal requirements that may apply to the Platform, the Services, Third-Party Models, infrastructure, software, technologies, and related activities.
The purpose of this Section is to ensure that ADD, its Customers, Infrastructure Providers, and technology partners remain compliant with applicable legal and regulatory obligations relating to international trade and technology controls.
16.2 Customer Compliance Obligations
The Customer shall comply with all applicable:
export control laws;
sanctions regulations;
trade restrictions;
import regulations;
technology transfer controls; and
related legal requirements,
that apply to its use of the Services.
The Customer remains responsible for ensuring that its use of the Platform complies with the laws and regulations applicable to its jurisdiction, industry, activities, and users.
16.3 Prohibited Activities
The Customer shall not use the Services:
in violation of applicable export control laws;
in violation of applicable sanctions regulations;
in connection with prohibited military end uses where prohibited by law;
in connection with unlawful weapons development activities;
in support of prohibited surveillance activities;
for any purpose prohibited by applicable trade restrictions;
in any manner that would cause ADD, its Infrastructure Providers, or technology partners to violate applicable legal obligations.
16.4 Restricted Persons and Jurisdictions
The Customer shall not provide access to the Services to any individual, organisation, entity, or jurisdiction where such access would violate applicable sanctions laws, export controls, governmental restrictions, or trade regulations.
ADD may restrict, suspend, refuse, or terminate access to the Services where reasonably necessary to comply with applicable sanctions requirements, export controls, governmental restrictions, legal obligations, or technology licensing requirements.
16.5 Third-Party Models and Technology Restrictions
Certain Third-Party Models, software components, infrastructure services, technologies, APIs, or related capabilities made available through the Platform may be subject to separate export controls, licensing restrictions, geographical limitations, jurisdictional restrictions, or usage conditions imposed by their respective owners or licensors.
ADD may restrict, modify, replace, suspend, or withdraw access to such technologies where required by:
applicable law;
regulatory requirements;
licensing obligations;
contractual obligations;
security considerations; or
provider requirements.
ADD shall not be liable for any limitation, suspension, modification, or withdrawal arising from such restrictions.
16.6 Sovereign and Non-Sovereign Services
Availability of Sovereign Models, Non-Sovereign Models, infrastructure resources, compute services, storage services, APIs, or other Platform capabilities may vary between jurisdictions.
Certain Services may be unavailable, restricted, or modified in particular jurisdictions due to legal, regulatory, licensing, operational, security, sovereignty, or compliance requirements.
The Customer remains responsible for determining whether use of a particular Service, model, or technology is permitted within its jurisdiction and for its intended use.
16.7 Changes in Law
Where changes in law, regulation, sanctions requirements, export controls, licensing conditions, governmental actions, or regulatory obligations affect the provision of the Services, ADD may take such actions as it reasonably considers necessary to maintain compliance.
Such actions may include:
restricting access;
suspending Services;
modifying Services;
removing functionality;
changing model availability; or
terminating access to affected Services.
16.8 Survival
The obligations contained in this Section shall survive termination or expiry of the Services to the extent necessary to comply with applicable legal and regulatory requirements.
17. FORCE MAJEURE
17.1 Purpose of this Section
This Section governs circumstances where either party is prevented, delayed, restricted, or otherwise unable to perform its obligations due to events beyond its reasonable control.
The purpose of this Section is to recognise that certain events, circumstances, disruptions, or failures may occur that are outside the reasonable control of either party and which may affect the provision or use of the Services.
17.2 Force Majeure Events
Neither party shall be liable for any failure, delay, degradation, interruption, suspension, or inability to perform its obligations under these Terms where such failure or delay results from a Force Majeure Event.
A "Force Majeure Event" means any event, circumstance, or cause beyond the reasonable control of the affected party, including:
natural disasters;
flooding;
severe weather;
storms;
earthquakes;
fire;
pandemics;
epidemics;
public health emergencies;
war;
armed conflict;
terrorism;
civil unrest;
riots;
industrial disputes;
labour shortages;
governmental actions;
regulatory restrictions;
sanctions;
export control measures;
changes in law;
power failures;
utility failures;
telecommunications failures;
internet outages;
cyberattacks;
denial of service attacks;
infrastructure failures;
cloud service failures;
hosting failures;
third-party model provider failures;
supply chain disruptions; or
failures of third-party service providers.
17.3 Effect of a Force Majeure Event
Where a Force Majeure Event occurs:
affected obligations shall be suspended for the duration of the Force Majeure Event;
performance times may be extended by the period of delay;
neither party shall be considered in breach of these Terms solely as a result of the Force Majeure Event; and
neither party shall be liable for losses resulting directly from the Force Majeure Event.
17.4 Mitigation
The affected party shall use commercially reasonable efforts to:
minimise the impact of the Force Majeure Event;
restore affected Services where practicable;
resume performance as soon as reasonably possible; and
comply with applicable legal and regulatory obligations.
Nothing in this Section requires a party to incur unreasonable expenditure or accept unreasonable operational, legal, regulatory, security, or commercial risk.
17.5 Platform and Infrastructure Dependencies
The Customer acknowledges that the Services may depend upon:
telecommunications networks;
internet connectivity;
cloud infrastructure;
hosting facilities;
Infrastructure Providers;
utility providers;
Third-Party Models;
software providers; and
other third-party services.
Failures or disruptions affecting such services may constitute Force Majeure Events where they are beyond ADD's reasonable control.
17.6 Separate Agreements
Where a separate written Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement contains specific Force Majeure provisions, those provisions shall take precedence over this Section to the extent of any inconsistency.
17.7 Survival
This Section shall survive termination or expiry of the Services to the extent necessary to give effect to its purpose and any rights or obligations arising from a Force Majeure Event.
18. CHANGES TO SERVICES AND TERMS
18.1 Purpose of this Section
This Section governs the circumstances in which ADD may modify, update, replace, enhance, discontinue, or otherwise change the Services, the Platform, related documentation, policies, and these Terms.
The purpose of this Section is to enable the continued development, operation, security, compliance, and improvement of the Platform while providing Customers with appropriate notice of material changes.
18.2 Changes to Services
ADD may from time to time:
add new Services;
introduce new functionality;
improve existing functionality;
update software and infrastructure;
modify APIs and integrations;
introduce new models or technologies;
retire existing models or technologies;
replace Third-Party Models;
update security controls;
modify operational processes; or
discontinue Services or service components.
Such changes may be made for operational, technical, commercial, security, legal, regulatory, licensing, performance, infrastructure, or business reasons.
18.3 Changes to Third-Party Models
The availability, functionality, performance, licensing, capabilities, and supported features of Third-Party Models may change from time to time.
ADD may add, remove, replace, restrict, suspend, or discontinue access to Third-Party Models where required by:
licensing obligations;
provider requirements;
security considerations;
legal requirements;
regulatory obligations;
operational considerations; or
commercial requirements.
Where reasonably practicable, ADD shall endeavour to provide notice of material changes affecting widely used model services.
18.4 Changes to Policies and Documentation
ADD may update:
Privacy Policies;
Cookie Policies;
Acceptable Use Policies;
Service Schedules;
Security Documentation;
Pricing Information;
Technical Documentation; and
other operational policies and documentation,
from time to time.
Current versions shall be made available through the ADD website, customer portal, service documentation, or other appropriate communication channels.
18.5 Changes to These Terms
ADD may amend these Terms from time to time where reasonably necessary to:
reflect changes in law;
reflect regulatory requirements;
address security concerns;
reflect operational changes;
reflect changes to the Services;
reflect changes in technology;
correct errors or ambiguities; or
support legitimate business requirements.
Updated Terms shall become effective upon publication unless a later effective date is specified.
ADD shall use reasonable efforts to notify Customers of material changes through the website, customer portal, email communications, service notifications, or other appropriate channels.
18.6 Separate Agreements
Where a Customer receives Services under a separate written Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement, the terms of that agreement shall continue to apply for the duration of the agreed contractual term unless otherwise agreed between the parties.
Nothing in this Section permits ADD to unilaterally amend a separately executed written agreement during its agreed term except where such right is expressly provided within that agreement.
18.7 Customer Engagement Following Material Changes
ADD recognises that certain changes to the Services, Platform functionality, Third-Party Models, infrastructure, integrations, APIs, or related technologies may have a material impact on particular Customers.
Where ADD provides notice of a planned change and a Customer reasonably believes that the change will materially and adversely affect its use of the Services, the Customer may notify ADD in writing at info@argylldev.com.
Following such notification, the parties shall use reasonable efforts to discuss the impact of the proposed change and explore potential mitigation measures, alternative service options, migration paths, replacement technologies, transitional arrangements, or other reasonable solutions that may reduce or avoid disruption to the Customer.
Nothing in this Section obliges ADD to continue providing a discontinued Service, Third-Party Model, feature, integration, API, or technology where discontinuation is required for operational, technical, legal, regulatory, licensing, security, commercial, or infrastructure reasons.
Where Services are provided under a separate written Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement, any specific rights relating to service changes, termination, migration assistance, or transition arrangements shall be governed by that agreement.
Nothing in this Section limits the Customer’s right to cease using the affected Services in accordance with these Terms or any applicable written agreement.
18.8 Continued Use
Where permitted by applicable law, continued access to or use of the Services following the effective date of updated Terms shall constitute acceptance of the revised Terms.
This provision shall not override any contrary provision contained in a separate written agreement between ADD and the Customer.
18.9 Order of Precedence
Nothing in this Section affects the Order of Precedence established in Section 1.2.
Where a conflict exists between these Terms and a separate written agreement executed by ADD and the Customer, the separate written agreement shall prevail to the extent of the inconsistency.
19. GOVERNING LAW, JURISDICTION AND GENERAL PROVISIONS
19.1 Purpose of this Section
This Section establishes the legal framework governing these Terms, the interpretation of the Services, the resolution of disputes, and certain general contractual provisions intended to ensure the effective operation of these Terms.
19.2 Governing Law
These Terms, the Services, the Platform, and any dispute, claim, or matter arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
This shall apply regardless of the Customer's location, place of incorporation, place of business, or jurisdiction of operation.
19.3 Jurisdiction
Subject to Section 19.4, the courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute, claim, or matter arising out of or in connection with these Terms, the Services, or the Platform.
Each party irrevocably submits to the jurisdiction of the courts of England and Wales.
19.4 Good Faith Resolution of Disputes
Before commencing formal legal proceedings, the parties shall use reasonable efforts to resolve disputes through good faith discussions.
A party seeking to raise a dispute should notify the other party in writing, providing reasonable details of the matter in dispute.
The parties shall use reasonable efforts to resolve the matter through discussion, negotiation, or other mutually agreed processes before commencing formal proceedings, except where urgent legal relief is reasonably required.
Nothing in this Section prevents either party from seeking urgent injunctive relief, interim remedies, debt recovery proceedings, intellectual property protection, or other remedies where immediate action is reasonably necessary.
19.5 Notices
Unless otherwise agreed in writing, notices under these Terms shall be provided:
by email;
through customer account notifications;
through customer portals;
through service notifications; or
by other reasonable electronic means.
Customers may provide formal notices to:
ADD may provide notices using the contact details associated with the Customer's Account or contractual relationship.
Notices shall be deemed received on the first business day following transmission unless evidence demonstrates otherwise.
19.6 Entire Agreement
These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between ADD and the Customer regarding the Services provided under these Terms.
The Customer acknowledges that it has not relied upon any statement, representation, warranty, assurance, or undertaking that is not expressly contained within these Terms or an applicable written agreement.
19.7 Order of Precedence
Where a separate written Enterprise Agreement, Supply Agreement, Framework Agreement, Master Services Agreement, Managed Services Agreement, Service Level Agreement, Order Form, Statement of Work, or other written commercial agreement has been executed by ADD and the Customer, the Order of Precedence established in Section 1.2 shall apply.
To the extent of any conflict or inconsistency, the higher-ranking document shall prevail.
19.8 Severability
If any provision of these Terms is determined by a court or other competent authority to be invalid, unlawful, unenforceable, or ineffective, the remaining provisions shall remain in full force and effect.
The parties shall, where reasonably practicable, replace the affected provision with a lawful provision that most closely reflects the original commercial intention.
19.9 Waiver
Failure or delay by either party in exercising any right, remedy, power, or privilege under these Terms shall not constitute a waiver of that right, remedy, power, or privilege.
Any waiver shall be effective only if made in writing.
19.10 Assignment
The Customer may not assign, transfer, novate, subcontract, or otherwise dispose of any rights or obligations under these Terms without ADD's prior written consent.
ADD may assign, transfer, novate, subcontract, or otherwise dispose of its rights and obligations under these Terms as part of:
a corporate reorganisation;
financing arrangements;
investment transactions;
mergers;
acquisitions;
group restructurings; or
business transfers.
Any successor entity shall assume the relevant rights and obligations of ADD.
19.11 Relationship of the Parties
Nothing in these Terms creates:
a partnership;
a joint venture;
an agency relationship;
an employment relationship; or
a fiduciary relationship
between ADD and the Customer.
Each party acts as an independent contracting party.
19.12 Survival
Any provision which by its nature is intended to survive termination, expiry, cancellation, suspension, or discontinuation of the Services shall continue in force following such event.
19.13 Contact Information
Provider:
Argyll Data Development Ltd
Company Number: SC759203
Registered Office: Killellan Farm, Toward, Argyll, PA23 7UJ
Email: info@argylldev.com
Platform Terms of Service
Version 2.0
Effective Date: 6 June 2026