THEAH AI LTD
SaaS Terms & Conditions
PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES OR SOFTWARE FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Theah AI Ltd of 33 Kittoch Street, East Kilbride, United Kingdom, G74 4JW (Licensor, us or we) for:
· Generative-AI powered services (and any data supplied with the services) relating to property listing descriptions and/or such additional services / functionality as we may provide as part of those services in the future (Services).
· Any online software applications provided as part of the Services (Software).
· Any online documents provided as part of the Services and/or Software (Documents).
We license use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times.
OPERATING SYSTEM REQUIREMENTS: PLEASE ENSURE THAT YOU ARE USING THE MOST UP TO DATE VERSION OF YOUR WEB BROWSER. PLEASE NOTE THAT CERTAIN WIFI NETWORKS MAY BLOCK ACCESS TO THE EXTERNAL AI SYSTEMS WHICH WE USE (FOR EXAMPLE, DEPENDING ON YOUR LOCATION) – THIS IS OUTSIDE OF OUR CONTROL AND WE SHALL NOT BE RESPONSIBLE IN SUCH CIRCUMSTANCES.
IMPORTANT NOTICE TO ALL USERS:
· The Software uses generative artificial intelligence ("Gen-AI") and so we do not warrant and (to the fullest extent possible under law) we exclude all liability in relation to, the accuracy of any output of the Software. If you opt to rely on the accuracy of any such output, you acknowledge and accept that you do so solely at your own risk. Please note, however, that any data you upload to the Software and which is processed by the Gen-AI, will not be used to train the Gen-AI model.
· BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU (AND, WHERE APPLICABLE, YOUR EMPLOYEES). THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 3.3.
· IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST CLICK ON THE "REJECT" BUTTON BELOW AND YOU MAY NOT DOWNLOAD, STREAM OR ACCESS THESE SERVICES, SOFTWARE OR DOCUMENTS.
["ACCEPT" BUTTON] ["REJECT" BUTTON]
You should save or print a copy of this Licence for future reference.
1 Licence
1.1 The following defined terms are used in this Licence:
1.1.1 Authorised Users means the employees, agents and independent contractors of you, your subsidiaries and affiliates (as applicable), who you authorise to use the Services, the Software and the Documents.
1.1.2 Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.
1.1.3 IPR means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.1.4 Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Services, Software or Documents and any data generated by, or derived from your use of the Services, Software or Documents, whether hosted or stored within the Services, Software or Documents or elsewhere.
1.1.5 Subscription Fees means the monthly fees payable by the Licensee to the Licensor on a per-User Subscription basis, in accordance with our standard pricing which is set out at x].
1.1.6 Support Services means the standard support services provided in relation to the Services by or on behalf of the Licensor to you.
1.1.7 UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018, and the terms "personal data", "controller", and "process" shall have the meanings given to those terms in the UK GDPR.
1.1.8 User Subscriptions means the user subscriptions purchased by you, or on your behalf, from the Licensor (or an entity authorised by the Licensor to provide them), in accordance with the terms of the agreement you hold with that entity, which entitle Authorised Users to access and use the Services, Software and the Documents in accordance with this agreement.
1.1.9 Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.1.10 Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 In consideration of payment by you of the Subscription Fees and you agreeing to abide by the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, worldwide, revocable licence, without the right to sublicense, to access and use the Services (and the Software and the Documents in connection with the Services) on the terms of this Licence, solely for your internal business operations.
1.3 You shall:
1.3.1 provide the Licensor with:
1.3.1.1 all necessary co-operation in relation to this Licence; and
1.3.1.2 all necessary access to such information as may be required by the Licensor,
to the extent required to provide the Services, Software and Documents including but not limited to Licensee Data, security access information and configuration services;
1.3.2 without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence (including your use of the Services, Software and Documents); and
1.3.3 ensure that your network and systems comply with the relevant specifications which may be provided by the Licensor from time to time.
1.4 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:
1.4.1 the proper performance of the Services, including the provision of the Software and the Documents;
1.4.2 the purposes set out in our Privacy Notice as described in condition 9;
1.4.3 the purposes of training and improving our Services, the Software and Documents (provided that we shall anonymise any personal data we collect about you in relation to such purposes); and
1.4.4 all other purposes relevant to the proper exercise of our rights and obligations under this agreement.
1.5 You undertake that:
1.5.1 the maximum number of Authorised Users that you authorise to access and use the Services, Software and the Documents shall not exceed the number of User Subscriptions you have purchased from time to time, and that a breach of this condition shall constitute a material breach of this agreement;
1.5.2 you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, Software and/or Documents;
1.5.3 you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 7 days of our written request at any time;
1.5.4 each Authorised User shall keep a secure password for their use of the Services, Software and Documents, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;
1.5.5 you shall permit the Licensor or the Licensor's designated auditor to audit the Services to verify that your use of the Services, Software and Documents does not exceed the total number of User Subscriptions purchased. This audit shall take place remotely and the Licensor may deploy reasonable online audit tools via the Services for these purposes;
1.5.6 you shall supervise and control use of the Services, Software and Documents and ensure they are used by your employees and representatives only in accordance with the terms of this Licence; and
1.5.7 you shall comply with all applicable technology control or export laws and regulations.
1.6 The Licensor shall use commercially reasonable endeavours to make the Services and Software available 24 hours a day, seven days a week (at an availability level of 93% per calendar month), except for:
1.6.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
1.6.2 necessary unscheduled maintenance (for example to deal with any instances of material Viruses and/or Vulnerabilities identified), provided that the Licensor has used reasonable endeavours to give the Licensee at least 6 hours' notice in advance of commencing such maintenance. The Licensor shall use all reasonable endeavours to ensure that the Services and/or Software (as applicable) is available again within a period of 48 hours. Where this is not going to be possible, the Licensor shall notify the Licensee in writing with an estimation of the period of expected downtime. The Licensor shall promptly notify the Licensee when the availability of the Services and/or Software is restored,
and where such 93% availability level is not met in a calendar month (excluding any downtime due to the circumstances set out at conditions 1.6.1 and 1.6.2 above), the Licensee shall (subject to condition 1.7 below) be given a refund of the Subscription Fees paid for that calendar month.
1.7 The Licensee acknowledges that the generation of property descriptions provided pursuant to the Services and the Software are reliant upon the Gen-AI which we utilise as part of the Software being available and that we have no control over the availability of the third-party provider of the Gen-AI. The Licensor shall bear no liability in respect of any downtime of the Services and/or Software to the extent that this is caused by the unavailability of the necessary Gen-AI platform(s).
1.8 If you require Support Services, please contact us at support@theah.ai. We will use reasonable endeavours to respond to your email within 24 hours, but we will aim to respond quicker if possible (depending on the nature of the support required). In some circumstances, where the support issue cannot be fixed within 24 hours, we will notify you of this and work diligently on fixing the issue. If the issue you are experiencing relates to the third-party generative-AI systems which we use, however, we cannot guarantee the response and/or fix times set out herein, but we shall work with our third-party partners to resolve any issues as quickly as possible.
2 Restrictions
2.1 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:
2.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means; or
2.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;
2.1.3 access all or any part of the Services, Software or Documents to build a product or service which competes with the Services, Software or the Documents;
2.1.4 use the Services, Software or Documents to provide services to third parties (except with the prior written consent of the Licensor);
2.1.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Documents available to any third party except the Authorised Users; or
2.1.6 attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under this Licence.
2.2 You shall not use the Services to:
2.2.1 distribute or transmit to the Licensor any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
2.2.2 store, access, publish, disseminate, distribute or transmit any material which:
2.2.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.2.2.2 facilitates illegal activity;
2.2.2.3 depicts sexually explicit images;
2.2.2.4 promotes unlawful violence;
2.2.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.2.2.6 is otherwise illegal or causes damage or injury to any person or property,
and we reserve the right, on no less than thirty (30) days' prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Services, Software and Documents for the duration of time that the breach remains unremedied.
3 Intellectual property rights
3.1 You acknowledge that all IPR in the Services, Software and Documents anywhere in the world belong to us or our licensors (as applicable), that rights in the Services, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Services, Software or the Documents other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to any Software in source code form.
3.3 You acknowledge that by accepting the terms of this Licence and purchasing a User Subscription, you consent (in accordance with condition 3.4) to us using your name and logo to publicise you as our customer on our website.
3.4 You hereby grant to us a limited, non-exclusive, royalty free, non-transferable, revocable licence, without the right to sublicense, to use your IPR (including, but not limited to, any trade marks), in relation to your name and logo(s) for the purpose of us acknowledging you as our customer on our website. The duration of such licence granted in this condition 3.4 shall be for the period during which you hold a User Subscription.
3.5 For the avoidance of doubt, nothing in this condition or elsewhere in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute either party being or becoming the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
4 Limitation of liability
4.1 You accept responsibility for the selection of the Services to achieve your intended results and acknowledge that the Services, Software and Documents have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity). If you use the Services for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this condition 4.1.
4.2 We only supply the Services, Software and Documents for internal use by your business, and you agree not to use the Services, Software or Documents for any resale purposes.
4.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
4.3.1 loss of profits, sales, business, or revenue;
4.3.2 business interruption;
4.3.3 loss of anticipated savings;
4.3.4 wasted expenditure;
4.3.5 loss or corruption of data or information;
4.3.6 loss of business opportunity, goodwill or reputation,
where any of the losses set out in condition 4.3.1 to condition 4.3.6 are direct or indirect; or
4.3.7 any special, indirect or consequential loss, damage, charges or expenses.
4.4 Other than the losses set out in condition 4.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total amount of Subscription Fees paid and/or payable by you under this Contract. This maximum cap does not apply to condition 4.5.
4.5 Nothing in this Licence shall limit or exclude either party's liability for:
4.5.1 death or personal injury resulting from that party's negligence;
4.5.2 fraud or fraudulent misrepresentation by that party; or
4.5.3 any other liability that cannot be excluded or limited by English law.
4.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
4.7 Reliance on output. You acknowledge and accept that the Software utilises Gen-AI to generate its output and may contain errors or omissions. To the fullest extent permitted under the law, we do not accept any liability for, nor give any warranties in relation to, the accuracy and/or reliability of such output. Any reliance which you place upon such output is solely at your own risk and we shall not be held responsible for any direct or indirect consequences of your reliance upon such output. We strongly encourage you to independently verify the accuracy or completeness of the output before using it.
4.8 Third-party providers: the Licensee acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Licensor makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Licensee, with any such third party. Any contract entered into, and any transaction completed via any third-party website, is between the Licensee and the relevant third party, and not the Licensor. The Licensor recommends that the Licensee refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Licensor does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
4.9 The Licensor:
4.9.1 does not warrant that:
4.9.1.1 the Licensee's use of the Services, Software and/or Documents will be uninterrupted or error-free; or
4.9.1.2 that the Services, Software, or Documents and/or the information obtained by the Licensee through the Services will meet the Licensee's requirements; or
4.9.1.3 the Software or the Services will be free from Vulnerabilities or Viruses;
4.9.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Services, Software and Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5 Fees and payment
5.1 We use Stripe to handle all customer payments on our behalf. When purchasing a User Subscription, you will be transferred to the Stripe payment platform to make payment of the Subscription Fees. Those Subscription Fees shall then be paid to us by Stripe. We will not process any financial or billing data provided by the Licensor to Stripe – Stripe will process this personal data itself. We suggest that you review the Stripe privacy policy at the time of making payment for further information on how Stripe will handle such data.
5.2 The Licensee shall (upon clicking accept on these conditions) provide valid, up-to-date and complete credit card details or approved purchase order information acceptable to Stripe and any other relevant valid, up-to-date and complete contact and billing details and, if the Licensee provides its credit card details to Stripe, the Licensee hereby authorises such credit card to be billed:
5.2.1 immediately upon the Licensee clicking "confirm payment" for the Subscription Fees payable in respect of the first month; and
5.2.2 until termination, on (or around) the same date in each subsequent month for the Subscription Fees payable in respect of that month (each a Subscription Period).
5.3 If Stripe has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Licensor:
5.3.1 the Licensor may, on no less than 7 days' notice to the Licensee and without liability to the Licensee, disable the Licensee's password, account and access to all or part of the Services, Software and/or Documents and the Licensor shall be under no obligation to provide any or all of the Services, Software and/or Documents while the invoice(s) concerned remain unpaid; and
5.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Licensor's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5.4 All amounts and fees stated or referred to in this agreement:
5.4.1 shall be payable in pounds sterling;
5.4.2 are, subject to condition 1.6, non-cancellable and non-refundable;
5.4.3 are exclusive of value added tax, which shall be payable by the Licensee at the applicable rate.
5.5 If the Licensee wishes to purchase additional User Subscriptions, or a different subscription model, the Licensee should email us at support@theah.ai. We will advise you of the additional Subscription Fees payable, and a new link will be sent to you to make payment of those additional Subscription Fees via Stripe.
6 Termination
6.1 You may terminate your Licence by cancelling your User Subscriptions by emailing us at support@theah.ai. Your Licence will automatically terminate at the end of the then current Subscription Period.
6.2 We can terminate your Licence and User Subscriptions at any time on not less than three months' notice. If we do that then we will issue a pro-rated refund for any Subscription Fees relating to the Subscription Period after the date of termination.
6.3 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
6.4 On termination for any reason:
6.4.1 all rights granted to you under this Licence shall cease;
6.4.2 you must immediately cease all activities authorised by this Licence; and
6.4.3 you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.
7 Communications between us
7.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 7. Your continued use of the Services, Software and Documents following the deemed receipt and service of the notice under condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services, Software and Documents on the deemed receipt and service of the notice.
7.2 If we have to contact you, we will do so by email to the address you provided in accordance with your registration of the Services.
7.3 Any notice:
7.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
7.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
7.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
8 Events outside our control
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 8.2.
8.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
8.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
8.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
9 Data protection
To the extent possible, you should refrain from inputting any personal data into the Software.
Any personal data which we collect about you shall be processed by us as a controller under UK data protection law (including the UK GDPR). As a controller, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services, Software and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in [LINK TO PRIVACY NOTICE] (Privacy Notice) and it is important that you read that information.
As noted at condition 5 above, we will not process any financial or billing data used to purchase User Subscriptions. Such data will be handled by our payments provider, Stripe. Please review the Stripe privacy policy for further information on how Stripe will process that data.
10 Other important terms
10.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
10.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
10.3 This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
10.4 You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence, or any document expressly referred to in it.
10.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.
10.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
10.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.8 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Scots law. We both irrevocably agree to the exclusive jurisdiction of the courts of Scotland.