ADD Software and Platform Licence Agreement
Effective Date: 6trh May 2026
Introduction and Acceptance
By accessing, downloading, installing, integrating with, registering for, or using the Platform, Software, APIs, or related services, you agree to be bound by this Agreement.
If you are entering into this Agreement on behalf of a company, organisation, governmental body, educational institution, or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement.
This Agreement governs access to and use of the Platform, Software, Models, APIs, Documentation, and related services provided by Argyll Data Development Ltd (“ADD”, “we”, “us”, or “our”).
This Agreement incorporates and should be read together with:
applicable Platform Terms of Service;
order forms;
service schedules;
SLAs;
Documentation;
acceptable use policies;
and any applicable commercial agreements or third-party licence terms.
The effective date of this Agreement shall be:
the date of electronic acceptance;
execution of an applicable commercial agreement or order form;
creation of an account;
or first access to or use of the Platform or Software,
whichever occurs first.
ADD may update this Agreement from time to time in accordance with Section 17.
1. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set out below:
“Agreement”
means this Software and Platform Licence Agreement, together with any applicable order forms, service schedules, SLAs, commercial agreements, and referenced policies.
“API”
means any application programming interface, endpoint, integration interface, developer access point, or related technical interface made available by ADD as part of the Platform or Software.
“Authorised User”
means an individual authorised by the Customer to access or use the Software or Platform in accordance with this Agreement.
“Customer Data”
means any data, prompts, inputs, files, datasets, configurations, uploaded content, or other materials submitted, transmitted, processed, or made available by the Customer or its Authorised Users through the Platform or Software.
“Documentation”
means technical documentation, user guides, implementation guidance, operational materials, API documentation, and related materials made available by ADD.
“Model”
means any artificial intelligence, machine learning, large language model, inference model, embedding model, orchestration model, or related AI capability made available through the Platform.
“Open-Source Components”
means software, models, libraries, frameworks, or technologies made available under open-source or third-party licence terms.
“Platform”
means the hosted infrastructure, APIs, orchestration environment, inference services, developer tooling, account systems, management interfaces, and related services operated or made available by ADD.
“Software”
means any software, SDK, client application, downloadable component, integration tool, connector, agent, script, utility, or related technology provided by ADD under this Agreement.
“Services”
means any hosted, managed, support, technical, operational, infrastructure, inference, or related services provided by ADD in connection with the Platform or Software.
“Third-Party Services”
means services, infrastructure, software, models, APIs, hosting environments, or technologies provided by parties other than ADD.
“Usage Data”
means aggregated, anonymised, statistical, operational, telemetry, diagnostic, or performance-related information generated through operation or use of the Platform or Software, excluding Customer Data and information identifying the Customer.
“User Credentials”
means usernames, passwords, API keys, tokens, certificates, authentication credentials, or other security mechanisms used to access the Platform or Software.
2. Licence Grant and Permitted Use
Subject to compliance with this Agreement and any applicable commercial terms, ADD grants the Customer a limited, non-exclusive, non-transferable, revocable licence to:
access and use the Platform;
use the Software;
access APIs and developer tooling;
use Documentation;
and permit Authorised Users to use the Platform and Software,
solely for the Customer’s lawful internal business, research, development, operational, or organisational purposes.
This licence does not grant the Customer any ownership rights in:
the Platform;
the Software;
Models;
APIs;
infrastructure;
Documentation;
or related intellectual property.
The Customer may use the Platform and Software:
directly;
through authorised integrations;
through applications developed by the Customer;
or within internal systems and workflows,
provided such use complies with this Agreement and applicable laws.
Unless expressly agreed in writing, the Customer shall not:
sublicense, resell, lease, distribute, or commercially exploit the Software or Platform as a standalone service;
provide unauthorised third-party access;
remove proprietary notices or branding;
or use the Platform or Software in a manner inconsistent with applicable usage restrictions or Documentation.
Certain Models, Open-Source Components, APIs, or Third-Party Services may be subject to additional licence terms, technical limitations, acceptable use restrictions, or operational requirements imposed by their respective licensors or providers.
The Customer is responsible for ensuring that its Authorised Users comply with this Agreement.
3. Restrictions and Prohibited Activities
Except to the extent expressly permitted under this Agreement or required by applicable law, the Customer shall not, and shall not permit any third party to:
copy, reproduce, modify, adapt, translate, or create derivative works from the Platform or Software;
reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, model weights, model architectures, algorithms, or underlying technical structures;
circumvent security controls, authentication systems, usage restrictions, or technical limitations;
interfere with or disrupt the integrity, performance, or operation of the Platform or Software;
access or use the Platform or Software for unlawful, fraudulent, abusive, or harmful purposes;
use the Platform or Software to develop malware, malicious code, or unlawful surveillance capabilities;
conduct unauthorised benchmarking, performance testing, or competitive analysis for public disclosure without prior written consent;
use automated methods to scrape, harvest, or extract Platform data or operational information other than through authorised APIs;
attempt to gain unauthorised access to accounts, systems, infrastructure, Models, or data;
use the Platform or Software in breach of export control, sanctions, or applicable regulatory requirements;
or use the Platform or Software to develop or operate competing foundation model services through unauthorised extraction or replication of Platform behaviour.
The Customer shall ensure that:
Authorised Users use the Platform and Software responsibly and lawfully;
User Credentials are securely managed and protected;
and access is restricted to properly authorised individuals.
ADD may suspend, restrict, or terminate access where reasonably necessary to:
protect the security or integrity of the Platform;
prevent unlawful or abusive activity;
comply with legal or regulatory obligations;
or protect infrastructure, Models, customers, or third parties from operational or security risk.
Nothing in this Agreement prevents activities expressly permitted under applicable open-source licences relating to Open-Source Components, provided such activities do not compromise the security, integrity, or proprietary elements of the Platform or Software.
4. Accounts, Access, and Authorised Users
Access to the Platform or Software may require:
user accounts;
API keys;
authentication credentials;
security certificates;
or other access mechanisms determined by ADD.
The Customer is responsible for:
maintaining the confidentiality and security of User Credentials;
controlling access to accounts and authorised environments;
ensuring that only Authorised Users access the Platform or Software;
and promptly notifying ADD of any suspected unauthorised access, credential compromise, or security incident.
The Customer shall ensure that Authorised Users:
comply with this Agreement;
comply with applicable Documentation and operational requirements;
and use the Platform and Software only for authorised and lawful purposes.
ADD and its authorised infrastructure and operational service providers may access account information, operational metadata, billing information, authentication records, and technical diagnostics where reasonably necessary to:
provide and maintain the Platform and Software;
manage accounts and subscriptions;
investigate technical issues;
maintain operational security and integrity;
prevent abuse or unauthorised activity;
and comply with legal or regulatory obligations.
Customer prompts, submitted content, and AI-generated outputs are not routinely accessed or reviewed by human personnel except where reasonably necessary for:
legal compliance;
security;
abuse prevention;
technical support;
or operational integrity.
ADD may:
impose reasonable access controls or usage limits;
require security updates or credential rotation;
suspend compromised accounts or credentials;
or restrict access where reasonably necessary to protect the Platform, infrastructure, Models, customers, or third parties.
The Customer remains responsible for all activity occurring through its accounts, User Credentials, authorised integrations, and Authorised Users.
5. Open-Source Components and Third-Party Models
The Platform and Software may include, integrate with, provide access to, or rely upon:
Open-Source Components;
third-party software;
external APIs;
hosted infrastructure services;
and third-party or open-source artificial intelligence Models.
Such components and Models remain the property of their respective owners, licensors, or providers.
Nothing in this Agreement transfers ownership of third-party or open-source software, Models, or technologies to the Customer or to ADD except where expressly stated under applicable licence terms.
Use of certain Open-Source Components, Models, or Third-Party Services may be subject to:
separate licence terms;
acceptable use policies;
technical limitations;
attribution requirements;
export restrictions;
or operational conditions imposed by their respective licensors or providers.
The Customer agrees to comply with all applicable third-party and open-source licence obligations associated with use of the Platform or Software.
ADD does not warrant that:
any specific Model or Third-Party Service will remain continuously available;
Model behaviour or outputs will remain unchanged;
or third-party licensors will continue to make Models, software, or services available on existing terms.
ADD may:
add, remove, replace, suspend, or modify Models or Third-Party Services;
apply operational or licensing restrictions;
or discontinue support for specific components where reasonably necessary for legal, operational, security, commercial, or technical reasons.
Nothing in this Agreement limits rights expressly granted under applicable open-source licences relating to Open-Source Components.
6. Updates, Modifications, and Technical Changes
ADD may from time to time:
update;
modify;
patch;
upgrade;
replace;
reconfigure;
or discontinue,
all or part of the Platform, Software, APIs, Models, integrations, Documentation, or related technical components.
Such changes may be made for reasons including:
security;
operational resilience;
performance optimisation;
infrastructure changes;
legal or regulatory compliance;
licensing requirements;
compatibility;
maintenance;
feature enhancement;
or service evolution.
The Customer acknowledges that:
functionality, interfaces, Models, outputs, performance characteristics, and supported features may change over time;
updates may affect interoperability with Customer systems or integrations;
and certain features, Models, or APIs may be deprecated or withdrawn.
ADD will use commercially reasonable efforts to:
minimise material service disruption;
provide relevant technical notices where reasonably practicable;
and maintain reasonable compatibility for supported production services,
except where immediate changes are required for security, legal, operational, or infrastructure protection reasons.
The Customer is responsible for:
maintaining compatibility with supported APIs and interfaces;
implementing updates to Customer systems where reasonably necessary;
and ensuring Authorised Users operate supported software and configurations.
Unless expressly agreed under a separate written SLA or enterprise agreement:
ADD is not obligated to maintain legacy functionality, deprecated APIs, unsupported integrations, or superseded Models indefinitely;
and beta, preview, experimental, or evaluation features may be modified or withdrawn at any time without notice.
7. Support and Maintenance
Unless expressly agreed under a separate written SLA, support agreement, enterprise contract, or managed services arrangement, ADD is not obligated to provide any particular level of technical support, maintenance response time, or service availability commitment.
ADD may provide support, maintenance, operational assistance, updates, or technical guidance through:
support portals;
ticketing systems;
email communications;
documentation;
knowledge bases;
developer resources;
or other support channels determined by ADD.
Support availability, response targets, maintenance services, and escalation procedures may vary depending on:
service tier;
subscription level;
dedicated infrastructure arrangements;
reserved capacity services;
enterprise agreements;
or operational requirements.
ADD may:
prioritise security, operational stability, and infrastructure integrity;
schedule maintenance windows;
apply emergency fixes or security patches;
and temporarily suspend or restrict services where reasonably necessary for operational or security purposes.
The Customer is responsible for:
providing reasonably accurate technical and operational information when requesting support;
maintaining supported configurations and integrations;
cooperating with reasonable troubleshooting and diagnostic requests;
and ensuring Authorised Users follow applicable Documentation and operational guidance.
ADD does not guarantee that:
all issues will be resolved;
all support requests will receive a response within a particular timeframe;
or all compatibility, integration, or third-party issues can be corrected.
Dedicated infrastructure deployments, private environments, reserved compute services, and enterprise supply arrangements may be subject to separate support obligations, maintenance terms, SLAs, or operational service schedules agreed in writing.
8. Security and Operational Integrity
ADD will use commercially reasonable efforts to maintain appropriate administrative, technical, and organisational security measures designed to protect the Platform, Software, infrastructure, and Customer Data against unauthorised access, unlawful processing, accidental loss, destruction, misuse, or disclosure.
Security measures may include:
access controls;
authentication mechanisms;
encryption technologies;
network protections;
operational monitoring;
logging and diagnostics;
vulnerability management;
and infrastructure security controls appropriate to the nature of the services provided.
Customer prompts and AI-generated outputs are encrypted in transit and protected using industry-standard encryption and security controls, including encryption at rest where applicable.
The Platform operates as an inference service only. Customer prompts, submitted content, and AI-generated outputs are not used for foundation model training unless expressly agreed otherwise in writing.
The Customer is responsible for:
securing its own systems, devices, applications, and integrations;
protecting User Credentials and access tokens;
managing authorised access appropriately;
and implementing suitable internal governance, oversight, and security controls for its use of the Platform and Software.
ADD may:
monitor operational activity, telemetry, and system performance;
investigate suspected abuse, security incidents, or unlawful activity;
apply security restrictions or access controls;
rotate credentials or require security updates;
or suspend access where reasonably necessary to protect operational integrity, infrastructure, customers, Models, or third parties.
ADD does not guarantee that the Platform or Software will be completely secure, uninterrupted, or free from vulnerabilities, malicious activity, or unauthorised access attempts.
Dedicated infrastructure environments, private deployments, and enterprise supply arrangements may be subject to separate security schedules, operational controls, compliance obligations, or written security commitments agreed between the parties.
9. Intellectual Property Rights
ADD and its licensors retain all rights, title, and interest in and to:
the Platform;
Software;
APIs;
orchestration systems;
infrastructure;
workflows;
Documentation;
branding;
service configurations;
technical implementations;
and related proprietary technology and intellectual property rights.
Certain Models, Open-Source Components, software libraries, frameworks, and technologies made available through the Platform or Software may be provided under third-party or open-source licence terms.
All rights in such third-party and open-source Models and technologies remain with their respective owners and licensors.
Nothing in this Agreement transfers ownership of:
the Platform;
Software;
Models;
infrastructure;
Documentation;
or related intellectual property rights,
except for the limited licence rights expressly granted under this Agreement.
The Customer retains ownership of:
Customer Data;
prompts;
uploaded content;
datasets;
files;
configurations;
and other materials submitted to the Platform or Software by the Customer.
Subject to compliance with this Agreement and payment of applicable fees, the Customer may use outputs generated through the Platform or Software for lawful internal business, research, development, and operational purposes.
The Customer is responsible for ensuring that its use of:
Customer Data;
prompts;
outputs;
and generated content,
complies with applicable laws, regulations, contractual obligations, and third-party rights.
Except where expressly permitted under applicable law or open-source licence terms, the Customer shall not:
reverse engineer the Platform or Software;
extract model weights, architectures, or proprietary technical structures;
reproduce proprietary Platform behaviour;
or use the Platform or Software to develop competing foundation model services through unauthorised extraction or replication.
Nothing in this Agreement limits rights expressly granted under applicable open-source licences relating to Open-Source Components.
10. Data Protection and Privacy
ADD shall process personal data in compliance with applicable data protection and privacy laws, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and other applicable United Kingdom data protection legislation.
Each party shall comply with its respective obligations under applicable data protection laws in connection with use of the Platform and Software.
Where ADD processes personal data on behalf of the Customer, such processing shall be carried out solely for purposes connected with:
provision of the Platform or Software;
account administration;
operational support;
infrastructure management;
technical diagnostics;
security and abuse prevention;
billing and service management;
and legal or regulatory compliance.
The Platform operates as an inference service only. Customer prompts, submitted content, and AI-generated outputs are not used for foundation model training unless expressly agreed otherwise in writing.
Customer prompts and AI-generated outputs are encrypted in transit and protected using industry-standard encryption and security controls, including encryption at rest where applicable.
ADD may use authorised infrastructure providers, operational service providers, hosting environments, and technical support providers located outside the United Kingdom where reasonably necessary for:
service delivery;
infrastructure resilience;
operational support;
security;
or technical maintenance.
Where international transfers of personal data occur, ADD shall implement appropriate safeguards as required under applicable data protection laws.
ADD does not routinely monitor Customer prompts or AI-generated outputs except where reasonably necessary for:
legal compliance;
security;
abuse prevention;
technical support;
or operational integrity.
The Customer is responsible for:
ensuring it has lawful authority to process Customer Data through the Platform or Software;
obtaining all necessary notices, consents, permissions, and lawful processing rights;
and ensuring its use of the Platform complies with applicable privacy and data protection laws.
Where required, the parties may enter into a separate Data Processing Addendum (“DPA”) or security schedule governing specific processing activities, operational arrangements, or compliance requirements.
11. Confidentiality and Legal Disclosure
Each party (“Receiving Party”) shall keep confidential and not disclose to any third party any confidential or proprietary information received from the other party (“Disclosing Party”) except as permitted under this Agreement.
Confidential information includes:
technical information;
infrastructure details;
security information;
pricing and commercial terms;
business plans;
operational information;
Customer Data;
non-public Documentation;
and other information identified as confidential or which would reasonably be understood to be confidential in nature.
The Receiving Party shall:
use confidential information solely for purposes connected with the Platform, Software, and related services;
protect confidential information using reasonable technical and organisational safeguards;
restrict access to personnel, contractors, infrastructure providers, and advisers with a legitimate operational need to know and who are subject to appropriate confidentiality obligations.
Confidential information may be disclosed:
where required by applicable law, regulation, court order, lawful governmental request, or regulatory authority;
to professional advisers under duties of confidentiality;
to authorised infrastructure or operational service providers where reasonably necessary for service delivery, operational support, infrastructure management, or security;
or with the prior written consent of the Disclosing Party.
Where legally permitted and reasonably practicable, ADD will use commercially reasonable efforts to:
limit the scope of disclosure;
protect confidential information;
and notify the affected Customer prior to disclosure.
This section does not apply to information which:
is or becomes publicly available other than through breach of this Agreement;
was lawfully known prior to disclosure;
is independently developed without use of confidential information;
or is lawfully obtained from a third party without confidentiality restriction.
ADD may use aggregated and anonymised operational, usage, performance, telemetry, and diagnostic data for:
security;
operational analytics;
service optimisation;
infrastructure management;
capacity planning;
abuse prevention;
technical diagnostics;
and business reporting,
provided such data does not identify the Customer or disclose Customer Data.
ADD does not routinely monitor Customer prompts or AI-generated outputs except where reasonably necessary for:
legal compliance;
security;
abuse prevention;
technical support;
or operational integrity.
The obligations in this section shall survive termination of this Agreement.
12. Warranties and Disclaimers
ADD warrants that it has the authority to provide access to the Platform and Software in accordance with this Agreement.
Except as expressly stated in this Agreement or in a separate written enterprise agreement, the Platform, Software, Models, APIs, Documentation, and related services are provided on an “as available” and “as is” basis.
To the maximum extent permitted by law, ADD disclaims all implied warranties, conditions, representations, and guarantees, including any implied warranties relating to:
merchantability;
satisfactory quality;
fitness for a particular purpose;
non-infringement;
uninterrupted availability;
or compatibility with Customer systems or requirements.
ADD does not warrant that:
the Platform or Software will operate uninterrupted or error-free;
all defects or issues will be corrected;
outputs generated by Models will be accurate, complete, reliable, or suitable for any specific purpose;
or outputs generated by different Models will be identical, consistent, or reproducible.
The Platform operates as an inference service only. Customer prompts, submitted content, and AI-generated outputs are not used for foundation model training unless expressly agreed otherwise in writing.
The Customer remains solely responsible for:
evaluating outputs;
validating accuracy and suitability;
human review and oversight;
compliance decisions;
and any reliance placed upon outputs generated through the Platform or Software.
ADD is not responsible for:
Customer Data;
Customer prompts or uploaded content;
Customer configurations;
third-party services;
Open-Source Components;
or the continued availability of specific Models, APIs, or third-party technologies.
Nothing in this Agreement excludes warranties or rights which cannot lawfully be excluded under applicable law.
13. Limitation of Liability
Nothing in this Agreement excludes or limits liability for:
fraud or fraudulent misrepresentation;
death or personal injury caused by negligence;
or any liability which cannot lawfully be excluded or limited.
Subject to the above, ADD shall not be liable for:
indirect, consequential, incidental, special, or punitive losses;
loss of profit;
loss of revenue;
loss of business opportunity;
loss of goodwill;
loss of anticipated savings;
loss, corruption, or inaccuracy of data;
or interruption of business operations.
The Platform and Software provide artificial intelligence inference, orchestration, API, and related technical services only. The Customer remains solely responsible for:
evaluating outputs;
validating accuracy and suitability;
human review and oversight;
compliance decisions;
and any reliance placed upon outputs generated through the Platform or Software.
ADD does not warrant that:
outputs will be accurate, complete, or error-free;
outputs will satisfy Customer requirements;
outputs will be continuously available;
or outputs generated by different Models will be identical or consistent.
Subject to this Section 13, ADD’s total aggregate liability arising out of or in connection with the Platform, Software, or this Agreement shall not exceed:
the total fees paid by the Customer to ADD during the twelve (12) months preceding the event giving rise to the claim; or
where services are provided on a prepaid basis without recurring charges, the total amount paid for the relevant affected services during the preceding three (3) months,
whichever is greater.
Nothing in this Agreement shall make ADD responsible for:
Customer Data;
Customer prompts or uploaded content;
Customer configurations;
Third-Party Services;
Open-Source Components;
or decisions made by the Customer using Platform outputs.
Insurance
ADD maintains professional liability and related commercial insurance coverage appropriate to the nature of the Platform, Software, and associated services.
Customers requiring evidence or further details of applicable insurance coverage may request such information in writing, subject to confidentiality and operational security considerations.
Dedicated infrastructure deployments, reserved capacity environments, enterprise supply arrangements, and private infrastructure services may be subject to separate liability allocations, insurance arrangements, or service commitments under written commercial agreements.
14. Suspension and Termination
ADD may suspend, restrict, or terminate access to the Platform or Software immediately where reasonably necessary to:
protect the security, integrity, or availability of the Platform, Software, infrastructure, or Models;
prevent unlawful, abusive, fraudulent, or harmful activity;
address violations of this Agreement;
comply with legal or regulatory obligations;
respond to security incidents or operational threats;
enforce usage limits, payment obligations, or licensing requirements;
or protect ADD, its infrastructure providers, customers, licensors, or third parties from operational, legal, or security risk.
ADD may suspend or restrict access where:
prepaid balances are exhausted;
applicable fees remain unpaid;
account information is materially inaccurate;
User Credentials are compromised or misused;
or the Customer no longer satisfies eligibility, compliance, licensing, or operational requirements.
The Customer may cease use of the Platform or Software at any time.
Termination or suspension of:
dedicated infrastructure deployments;
reserved capacity arrangements;
private environments;
enterprise supply agreements;
or managed operational services,
may also be governed by separate commercial agreements, order forms, SLAs, or written service schedules.
Unless otherwise agreed in writing:
prepaid fees are non-refundable;
suspension or termination does not relieve the Customer of obligations accrued prior to suspension or termination;
and the Customer remains responsible for outstanding fees, taxes, and charges.
Where reasonably practicable, ADD will use commercially reasonable efforts to provide notice prior to suspension or termination, except where immediate action is required for:
security;
operational protection;
legal compliance;
infrastructure integrity;
abuse prevention;
or regulatory reasons.
Upon termination or expiration of this Agreement:
all licence rights granted under this Agreement shall immediately cease;
the Customer shall cease use of the Platform and Software;
and the Customer shall delete or destroy any Software, Documentation, credentials, or confidential materials where required by ADD or applicable licence terms.
Sections intended by their nature to survive termination shall continue in effect following termination of this Agreement, including provisions relating to:
confidentiality;
intellectual property;
payment obligations;
data protection;
liability limitations;
export controls;
and dispute resolution.
15. Export Control and Sanctions
The Customer shall comply with all applicable export control, trade, sanctions, import, and re-export laws and regulations in connection with use of the Platform, Software, Models, APIs, and related services.
The Customer must not:
access, use, export, re-export, transfer, or make available the Platform or Software in violation of applicable sanctions or export control laws;
use the Platform or Software for prohibited military, unlawful surveillance, weapons development, or unlawful end-use activities;
provide access to sanctioned persons, organisations, or jurisdictions where prohibited by applicable law;
or use the Platform or Software in any manner that could cause ADD, its licensors, infrastructure providers, operational partners, or service providers to violate applicable legal or regulatory obligations.
ADD may suspend, restrict, or terminate access to the Platform or Software where reasonably necessary to comply with:
export control laws;
sanctions requirements;
governmental restrictions;
licensing obligations;
or legal and regulatory requirements.
The Customer is responsible for obtaining any licences, approvals, consents, or authorisations required for its use, transfer, deployment, or export of:
the Platform;
Software;
Models;
outputs;
Customer Data;
or related technologies.
Availability of certain Models, features, infrastructure resources, APIs, or technical capabilities may be restricted in certain jurisdictions due to:
legal requirements;
licensing restrictions;
operational limitations;
security considerations;
or regulatory obligations.
16. Force Majeure
ADD shall not be liable for any failure, delay, degradation, interruption, suspension, or inability to perform obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control.
Such circumstances may include:
natural disasters;
severe weather events;
flooding;
fire;
war;
terrorism;
civil unrest;
industrial disputes;
governmental actions;
regulatory restrictions;
sanctions;
power failures;
telecommunications outages;
internet disruptions;
cyberattacks;
infrastructure failures;
supply chain interruptions;
third-party hosting or infrastructure failures;
failures or outages affecting Models or Third-Party Services;
or failures of external service providers.
ADD may suspend, restrict, or modify the Platform or Software where reasonably necessary to:
protect operational integrity;
maintain security;
comply with legal or regulatory obligations;
or mitigate the effects of a Force Majeure event.
Where reasonably practicable, ADD will use commercially reasonable efforts to:
mitigate the effects of such events;
maintain operational resilience;
and restore affected services within a reasonable period.
Nothing in this section requires ADD to:
resolve circumstances beyond its reasonable operational control;
provide services where doing so would create legal, regulatory, security, licensing, or operational risk;
or maintain availability of specific Models, APIs, Third-Party Services, or infrastructure components affected by a Force Majeure event.
17. Changes to the Platform, Software, and Agreement
ADD may from time to time:
modify;
update;
patch;
upgrade;
replace;
suspend;
restrict;
or discontinue,
all or part of the Platform, Software, Models, APIs, integrations, Documentation, infrastructure components, or related technical services.
Such changes may be necessary for reasons including:
security;
operational resilience;
infrastructure management;
legal or regulatory compliance;
licensing requirements;
compatibility;
maintenance;
service optimisation;
feature enhancement;
or evolving technical and commercial requirements.
The Customer acknowledges that:
functionality, interfaces, Models, outputs, performance characteristics, and supported features may change over time;
APIs, integrations, and technical capabilities may be added, modified, deprecated, or withdrawn;
and availability of specific Models or Third-Party Services may change due to licensing, operational, legal, security, or infrastructure considerations.
ADD may also update this Agreement from time to time to reflect:
changes in applicable laws or regulations;
operational or infrastructure changes;
security or compliance requirements;
licensing obligations;
evolving business practices;
or modifications to the Platform or Software.
Updated versions of this Agreement may be published through:
the Platform;
customer portals;
Documentation repositories;
the ADD website;
or other appropriate communication channels.
Continued access to or use of the Platform or Software following the effective date of updated terms constitutes acceptance of the revised Agreement.
Where the Customer is subject to a separate written enterprise agreement, supply contract, SLA, or negotiated commercial arrangement, the terms of that agreement shall prevail in the event of conflict with this Agreement.
18. Governing Law and Jurisdiction
This Agreement and any dispute, claim, or matter arising out of or in connection with the Platform, Software, services, or this Agreement shall be governed by and construed in accordance with the laws of England and Wales.
The parties agree that the courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising out of or connected with this Agreement, except where ADD reasonably determines that interim, injunctive, protective, or enforcement action is required in another jurisdiction.
Nothing in this Agreement limits either party’s right to seek urgent injunctive relief, equitable remedies, or protective measures in any court of competent jurisdiction where reasonably necessary to protect:
confidential information;
intellectual property rights;
infrastructure;
security interests;
operational integrity;
or compliance with applicable legal or regulatory obligations.