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1. What comprises this agreement?

‍1.1. Who are we?

‍We are ��������Ƶ Limited, a limited company (with company number 1180520) registered at 251 Wimpole Road, Barton, Cambridge, United Kingdom, CB23 7AE (referred to in these Terms as either "we", "our", "us" or "��������Ƶ").

1.2. Who are you?

‍The individual or entity who is accessing, downloading, or using our Software and Services (who we refer to as "you", "your" or "Customer").

1.3. When do you agree to enter into this Agreement?

‍By using, downloading, or otherwise accessing our Software and Services you agree to abide by and be subject to these terms and conditions (the "Terms"), the Order Form (which applies only if you have signed up to a custom Package), and the Data Processing Agreement available (the "DPA"), which together govern your access to and use of (and our provision to you of) the Software and Services. The Terms, the Order Form, and the DPA together form the "Agreement".

1.4. What are some key definitions in this Agreement?

‍"Administrator" is an Authorised User who is permitted to: (a) add, update, or remove Authorised Users (with the exception of a Workspace Owner); and (b) set user roles (with the exception of Administrator or Workspace Owner roles), but who is not a Workspace Owner.

"Authorised User" means one of your employees, staff, or contractors who is a user of the Software and Services and who has been granted access to the Software and Services on the terms set out in this Agreement.

"Business Day" means a day when banks in London, England, are open for business.

"Business Hours" means the hours of 9am to 5pm inclusive on a Business Day.

"Confidential Information" means all confidential or proprietary information (in whatever form) disclosed by us, our employees, officers, subcontractors, representatives, and advisers ("Representatives") to you, and vice versa. This includes the business affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how or trade secrets of the person disclosing the information (the "Disclosing Party") to the person receiving it ("Receiving Party")."Content" means legal templates, documents, and supporting guidance notes and other information made available by us or on our behalf through or in connection with your use of the Services.

"Document" means any kind of document which is generated by your or your Authorised Users' use of the Software and Services, including Free Documents and Premium Documents.

"Document Limit" means the maximum number of Documents that you or your Authorised Users are permitted to generate in any calendar year, as per the Package you have purchased.

"Free Document" means a document where artificial intelligence is not used, the text is not copied, or the Document is not exported.

"Free Package" means a Package purchased by you which permits you to access the Services, unlimited Free Documents and one Premium Document, for the duration of the Term, at no monetary charge to you.

"Intellectual Property Rights" means all current and future intellectual property rights available anywhere in the world at any time, whether now or in the future and whether registered or unregistered (including the rights to apply for, be awarded, claim priority for or continuations in relation to, the same) including, but not limited to, patents, copyright, trade secrets, trademarks, inventions, goodwill and other similar rights or forms of protection.

"Package" means a tiered subscription package that you have purchased from us, which allows you to access a certain number of Premium Documents during the relevant Subscription Period. If you are purchasing or have purchased a custom Package, details of your Package can be found in your Order Form; otherwise, details of our Packages are available on our Website.

"Payment Method" means a current, valid and accepted method of payment, as determined by us at our discretion.

"Premium Document" means a document that is not a Free Document and which may be exported or copied strictly as allowed under these Terms, and in respect of which we may provide artificial intelligence functionality.

"Services" means our provision of the Software and our Content to you so that you and your Authorised Users can access and use the Software and our Content.

"Specification" means the documentation we provide or make available to you, which sets out the functionality and specifications of the Software and Services, in addition to any other user guides or documents which we may provide to you in connection with your use of the Services.

"Software" means our software known as 'Genie' and any API, software, or site to which we grant you remote access pursuant to this Agreement.

"Subscription Period" means a period of 12 consecutive months.

"Website" means our website at .

"Workspace Owner" means an Authorised User who is permitted to: (a) add, update or remove Authorised Users; (b) set user roles, including the appointment of Administrators; (c) transfer workspace ownership to another Authorised User; (d) access and make changes to billing and subscription details; and (e) delete a workspace.

"Your Data" means any commercial, proprietary, or other data that you upload or otherwise submit to the Software (either by yourself, through your Authorised Users, or by us on your behalf and at your request). This includes any data which is input into the Software indirectly through any third-party application you may use.

1.5. What if there are inconsistencies in this Agreement?

‍If there is any conflict or inconsistency between these Terms, the Order Form, (if applicable) and the DPA, the following order of precedence will apply: (i) the Order Form; (ii) the DPA; and (iii) this Agreement.

2. What applies if the Software is used under a Free Package?

‍This clause 2 will only apply where you are using the Software or Services under a Free Package. In those circumstances, what is set out in this clause 2 will override anything else in this Agreement.

2.1. Are any warranties provided for a Free Package?

‍Software and Services provided to you under a Free Package are provided "as is", and to the fullest extent possible under applicable law, we exclude any and all warranties (whether express or implied), including, but not limited to, those for merchantability or their fitness for a particular purpose.

2.2. How can a Free Package be terminated?

‍We may terminate a Free Package at any time, at our discretion, without liability to you. At this point your access to the Software and Services will immediately cease.

2.3. Will you have access to all available functions of our Software under a Free Package subscription?

‍You acknowledge and agree that your access to, and the functionality of the Services (as we have set out in the Specification) may be restricted where you are accessing the Services under a Free Package.

2.4. What is our liability to you under a Free Package subscription?

‍Except where we cannot limit or exclude our liability under law, our maximum, aggregate liability to you (however arising) during or relating to a Free Package will not exceed one thousand pounds (£1,000).

3. What are we providing you with and what can you do with it?

‍3.1. On what basis are you provided with access to the Services?

‍In exchange for your payment of the Fees to us, we will provide you and your Authorised Users with a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Software and our Content in a manner that complies with all legal requirements that apply to you or your use of the Services, and strictly for your own internal business purposes only. Unless otherwise agreed with us in writing, such internal business purposes do not include use by any of your parent, subsidiary, or affiliate companies and you will not allow any such use. If we do agree to such affiliate use, you will be fully responsible for anything that the relevant affiliate(s) do or do not do and will ensure that they comply fully with these Terms and the rest of the Agreement as though they had entered into it themselves.

3.2. Which actions are prohibited?

‍Unless otherwise permitted by applicable law, you may not, and will not attempt to (and are responsible for ensuring that your Authorised Users do not):

3.2.1. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Software or Services in any way;

3.2.2. upload, access, store, distribute, or transmit anything containing any virus, malware, or malicious code;

3.2.3. reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services, their object code, or their source code;

3.2.4. access or use all or any part of the Software, Services or Specification to build a product or service which competes with it;

3.2.5. permit any part of the Software to be integrated with any third-party product without our prior written consent (such consent being at our sole and absolute discretion);

3.2.6. use the Software to develop, train or improve any artificial intelligence or machine learning models (other than as expressly permitted in this Agreement); or

3.2.7. with the exception of your Authorised Users, make the Software or Services available to anyone else or assist anyone else in obtaining access to them.

3.3. What does the artificial intelligence technology do?

‍You acknowledge and understand that, in using the Software, you are interacting with the technologies powered by or based on artificial intelligence, and which are designed to provide you with information as a response to the information you have provided to them.

3.4. Will the artificial intelligence technology always interpret your information correctly?

‍You acknowledge and understand that the Software may not be able to (and we provide no guarantee, representation, or warranty that it will be able to), comprehend fully the information that you or your Authorised Users put into it. You and your Authorised Users will therefore use the Services responsibly, and carefully consider the limitations of its abilities when relying on it for any purpose.

3.5. Will Documents or Content be unique to you?

‍You acknowledge and accept that, given the nature of machine learning and the technology powering the Software, Documents or information generated by it may not be unique and that identical or similar outputs may be generated for third parties.

3.6. Does ��������Ƶ verify Documents or other information generated by the Services before they are provided to you?

‍Any responses which are provided to you are as generated by the Software and you understand that there is no human involvement in the generation of Documents or Content, or in verifying their accuracy, completeness, quality, legal validity, commercial effectiveness, or fitness for any particular purpose.

4. How do you access the Services?

‍4.1. How do you sign up to use the Services?You sign up to our Services through our Website, by visiting the following URL: .

4.2. Who is responsible for ensuring that your account information is correct?

‍You must ensure that all account information relating to you and your Authorised Users is kept up to date and accurate at all times, and you may not (and will ensure that no Authorised User will) use any false, inaccurate, or misleading information when registering your account.

4.3. How do you select a Package?

‍Once you have registered your account, you will be invited to purchase a Package, details of which are available on our Website, or provided to you through an authorised sales representative if you have signed up to use our Software or Services on a custom basis.

4.4. How do you access the Services once your account has been created?

‍You can access your account by visiting our Website and choosing 'Sign in', or entering into your search bar, and entering your log in credentials where prompted.

4.5. How do you upgrade your Package?

‍To upgrade your Package, you will need to terminate your Package subscription via our Website and choose another Package to upgrade to. Alternatively, you can contact us via help@genieai.co and instruct us to upgrade your Package. If you do this, you acknowledge that you authorise us to upgrade your Package on your behalf.

4.6. If you upgrade your Package, what will happen?

‍Where you upgrade your Package, you acknowledge and agree that you are signing up to a brand new Subscription Period, which will start as soon as you have upgraded. You will be required to pay the corresponding Fee for the new Subscription Period of the upgraded Package, but you will be refunded a pro-rated portion of any unused period of your old Package subscription.

4.7. What happens if you exceed the Document Limit?

‍We may monitor your use of the Software for compliance with the Document Limits and Authorised User Limits applicable to the Package you have purchased. If you have already generated a Document but then delete it, that Document (even if deleted) will still count towards your usage. If the Document Limit is exceeded, you acknowledge and understand that we reserve the right to upgrade you to a higher package and that additional Fees may be payable.

5. What can you expect from us?

‍5.1. How do we provide the Services?

‍We will:

5.1.1. provide you with the Services in accordance with this Agreement; and

5.1.2. use reasonable efforts to ensure that the Software materially conforms to the Specifications.

5.2. Do we make modifications to our Software or Services?

‍We may modify the features and functionality of our Software and Services at any time. Often this is likely to be in order to improve our Software and Services or enhance existing functionality or features. However, if any such modification results in the removal of a feature or functionality (as opposed to an enhancement), we will notify you of any such changes by way of an Update as per clause 23.9.

5.3. Will we carry out maintenance?

‍From time to time, our Services and/or the Software will be unavailable (or otherwise subject to interruptions, delays, or errors) so that we can undertake scheduled or emergency maintenance.

5.4. Will we notify you if we plan to perform scheduled maintenance?

‍We will use reasonable efforts to notify you in advance of any scheduled maintenance that we plan to undertake. We cannot guarantee notification and you may receive no advance notification for downtime caused by emergency maintenance or any event which is beyond our reasonable control.

5.5. Will the Software be suitable for your intended purpose or error-free?

‍We do not warrant, guarantee, or make any promises to you that you will always be able to access the Software, that the Software will be free from errors, or that the information or results you obtain through your use of the Software will be suitable for your intended purpose.

5.6. What happens if delays are caused by communications networks?

‍We are not responsible for any delays, delivery failures, or other losses, costs, or damages you may experience through your transfer of Your Data over communications networks or facilities, including the Internet. You acknowledge and understand that the Software is not infallible and may be subject to limitations, delays, and other issues which are common in the use of communication facilities.

5.7. Are we responsible if you use the Software in an unauthorised way?

‍If the Software does not conform with the Specifications or the Software is not provided in accordance with this Agreement, we will have no liability to you to the extent that this non-conformance results wholly or partially from your (or your Authorised Users') use of the Software in a way which is contrary to our instructions or is not otherwise permitted under this Agreement.

5.8. Do we provide you with warranties?

‍Except as we have stated in these Terms and, as far as the law allows, we will not be liable to you or your Authorised Users for any losses, damages, claims, or costs suffered or incurred by you or any Authorised User which arise directly or indirectly out of, under, or in connection with:you or your Authorised Users' access to or use of the Software, or your or their reliance upon the Software's outputs, Documents, recommendations, suggestions, or actions; oryour or your Authorised Users' use of or access to (or inability to use or access) the Software or the information that you or your Authorised Users enter into the Software, or for any results or information generated by the Software.

5.9. Are actions, recommendations, or suggestions taken or made by the Software legally binding?

‍You acknowledge and accept that any recommendations, suggestions, or actions taken or made by the Software are not legally binding and that the content of any Documents or other Content generated by the Software are not endorsed by or reflective of our views or opinions.

6. What do we expect from you?

‍6.1. Are there occasions where we may require cooperation or assistance from you?

‍To provide you with the Services, we may require information or other such assistance from you, and you agree that you will provide us with all such information, assistance and cooperation as we reasonably require from you, including access to Your Data and unrestricted access to your account with us so that we may provide you with support, or fix errors in, the Software.

6.2. Who appoints a Workspace Owner?

‍Unless otherwise agreed with us beforehand in writing, you will appoint an Authorised User to act as the Workspace Owner.

6.3. What are your Workspace Owners responsible for?

‍The Workspace Owner is responsible for setting the access rights for the Authorised Users and Administrators strictly in accordance with this Agreement.

6.4. What are your Administrators responsible for?

‍To the extent that an Authorised User has been appointed to act as an Administrator, the Administrator will be responsible for the responsibilities which have been delegated to it, as applicable from time to time.

6.5. What happens if an Authorised User, Workspace Owner, or Administrator breaches this Agreement?

‍You will be fully responsible for any breach of this Agreement by a Workspace Owner, Administrator, or Authorised User.

6.6. Do we provide you with communications network connections?

‍We do not provide you with any connection or equipment to enable you to access the Internet, back-up, or business continuity or disaster recovery facilities, or any connected or other services which are not included within your Package and accompanying Specification. You are responsible for purchasing and putting these in place yourself, in addition to anything which is required of you as specified in the Specification.

6.7. What else are you required to comply with?

‍You will, and will ensure that all Authorised Users will, comply with all applicable laws and regulations in the course of using any part of the Software or Services. You also warrant and represent that the Software will not be used for any domestic, personal, or non-commercial use (in other words, you acknowledge and confirm that you will not use, and will not allowed the Software to be used, for any purpose wholly or mainly outside your business, trade, or profession).

6.8. Do we monitor your use of the Software?

‍We may track and analyse your and your Authorised Users' use of the Software to identify and make Improvements, in addition to monitoring the security of our Services. An "Improvement" is any derivative work of, modification, adaptation, or development that we make to the Software or Services as a result of your use. You agree that we may use Your Data and Documents to make Improvements.

6.9. What must you do not do in relation to any work generated by the Software?

‍You will not (and will ensure that no Authorised User will) represent anything generated by the Software as having been approved or vetted by us or as constituting an original work or a wholly human-generated work.

6.10. Can you use the Software to automate any decision-making process?

‍You will not (and will ensure that no Authorised User will) use the Software for any automated decision-making that has legal or similarly significant effects on, or other important decisions about, individuals.

6.11. Can you upload information about someone below the age of digital consent?

‍You will not (and will ensure that no Authorised User will) enter into the Software any Personal Data (as defined in our DPA) relating to anyone who is under the age of 18 or, if higher, the applicable age of digital consent.

6.12. Can you use the Software to develop a competing product or service?

‍You will not (and will ensure that no Authorised User will) use the Software to develop any competing product or service.

7. What are our and your Intellectual Property Rights?

‍7.1. Who owns the Intellectual Property Rights in the Software, Services and Content?

‍All Intellectual Property Rights in the Software, Services and Content belong to us and will remain vested in (or upon creation vest in) us.

7.2. Who owns the Intellectual Property Rights in the Documents?

‍Except to the extent that a Document contains our Content (in which case the Intellectual Property Rights in respect of that Content will remain vested in us or our licensors), all Intellectual Property Rights in the Documents will belong to you upon creation.

7.3. When can we use your Documents?

‍You grant to us a non-exclusive, irrevocable, worldwide, royalty-free, perpetual, fully paid-up licence to use, copy, display, distribute, and reproduce your Documents so that we can:

7.3.1. perform our obligations and exercise our rights and remedies under the Agreement; and

7.3.2. improve our Services including, without limitation, by using the Documents to develop and improve the Software and our algorithms and models (without affecting our confidentiality obligations to you).

7.4. Do you have any other rights in our Intellectual Property?

‍Except for the rights we have explicitly granted to you in this Agreement, we have not granted you any rights to or in any Intellectual Property Rights in the Software or Services.

7.5. Who owns the rights in Improvements?

‍All Intellectual Property Rights in Improvements are owned by us and will vest in us upon creation and remain vested in us (but this does not affect our confidentiality obligations under these Terms in respect of Your Data). If applicable law prevents those rights from vesting in us, you agree that we will have an exclusive, irrevocable, sub-licensable, assignable, and royalty-free worldwide right to use the Improvements, free of charge and in perpetuity.

7.6. What do we do with your feedback?

‍If you provide us with any suggestions or feedback, we may use and exploit these suggestions and feedback without charge or limitation.

7.7. Can you sell the Documents?

‍You may not at any time commercialise or sell any Document to any person for monetary consideration. This clause will survive termination or expiry of this Agreement.

7.8. What rights do we have to use your branding?

‍You grant us a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use your company name, logo, trademarks and other branding materials (collectively, the "Licensee Brand Assets") solely for the purposes of promotion, marketing and advertisement of your use of our Software and Services, until such time as you provide written notice revoking this license.We may publicly refer to you as a customer, and publicly display the Licensee Brand Assets on our website, products, press releases and other promotional materials in connection with such marketing efforts. You warrant that you have all necessary rights to grant us this license for the Licensee Brand Assets.

8. What rights do you give to us in relation to Your Data?

‍8.1. Who owns Your Data?

‍You (or your respective licensors) own all right, title and interest to Your Data and are entirely responsible for ensuring its quality, legality, reliability, integrity, and accuracy.

8.2. What warranty do you provide us for Your Data?

‍You warrant and represent to us that you have all proper licences, consents, permissions, and authority to upload and use, and to permit us to use, Your Data in accordance with this Agreement.

8.3. What licence do you give us for Your Data?

‍By providing Your Data to us, you grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, transferable, sublicensable licence to use, reproduce, distribute, modify, or display Your Data in order to perform our obligations under this Agreement and provide the Services to you.

9. When will we indemnify you?

‍9.1. Will we indemnify you for infringement of third-party intellectual property rights?

‍We will defend you against a claim from any third party that your use of the Software in accordance with this Agreement infringes on their Intellectual Property Rights and, subject to the remainder of this clause 9 and clause 18, we will indemnify you for any damages suffered or incurred by you that you may have awarded against you in full and final judgment by a court with jurisdiction over the claim, or which it is agreed will be paid to the relevant third party in full and final settlement of that claim.

9.2. What do you have to do to receive an indemnity from us?

‍To receive an indemnity from us, you need to:

9.2.1. notify us when you have received a claim promptly in writing, and provide us with sufficient detail of the claim;

9.2.2. fully cooperate with us so that we can defend or settle the claim (at our cost);

9.2.3. give us the sole responsibility for defending the claim, or making a settlement;

9.2.4. refrain from making any admission of fault or liability (either on your own or our behalf) to the third party bringing the claim;

9.2.5. use your best efforts to mitigate your losses resulting from that claim; and

9.2.6. stop using or accessing the Software or Services immediately when you receive that claim.

9.3. What will we do if our Software is infringing?

‍In settling or defending a claim under clause 9.1, at our discretion and at our cost, we will either:

9.3.1. obtain a right for you to continue using the Software;

9.3.2. replace or modify the Software so that it is no longer infringing; or

9.3.3. terminate this Agreement on written notice to you.These remedies will be your sole and exclusive remedies (and our only liability to you) for an actual, alleged, or reasonably likely claim of infringement.

9.4. When will we not indemnify you for infringement?

‍We will not give you an indemnity where the infringement claim is based partly or entirely upon:

9.4.1. modification of the Software or Services by anyone other than us;

9.4.2. you or any Authorised User's, Workspace Owner's, or Administrator's use of the Software or Services in a way which is not permitted under this Agreement or which is contrary to our instructions;

9.4.3. your and/or any Authorised User's, Workspace Owner's, or Administrator's continued access to or use of the Software or Services after you became aware of that claim;

9.4.4. any part of the Software or Services' combination with any other software or hardware where no infringement would have occurred if they had not been combined;

9.4.5. Your Data; or

9.4.6. your use of or access to the Software or Services under or in connection with a Free Package.

10. ‍Do we require an indemnity from you for Your Data?

10.1. You will fully indemnify and keep us fully indemnified from and against any and all losses, damages, liabilities, and claims that we may be subject to from or relating to any third party claiming that:

10.1.1. our processing or use of Your Data in accordance with this Agreement breaches someone else's Intellectual Property Rights; or

10.1.2. our processing or use of Your Data breaches applicable data protection laws (provided we have complied with our obligations under the DPA).

10.2. Do we require an indemnity from you where you have used our Software and Services in a way which is not permitted under this Agreement?

‍You will defend us against any costs, claims, damages or expenses incurred by us where a third party claims that you, your Authorised Users, your Workspace Owners, or your Administrators, have used the Software or a Document in a way which is not permitted under this Agreement.  

11. What happens if your account is used in an unauthorised way?

‍11.1. What must you do as regards your log-in credentials?

‍You will ensure that your Authorised Users keep their passwords and login credentials for their use of the Services secure and confidential, to prevent unauthorised access or use.

11.2. Can Authorised Users share credentials?‍
‍Authorised Users may not share credentials.

11.3. What must you do when you become aware of unauthorised access to or use of your or one of your Authorised Users' account(s)?

‍If you become aware of any unauthorised use or access to your account, you must notify us as soon as you become aware in writing at help@genieai.co.  

11.4. Do the affected account(s) need to be disabled?

‍Where unauthorised access has taken place, then, if we have provided you with the ability to do so, you will immediately disable the affected Authorised User's account.

11.5. Who is liable for losses incurred by you as a result of unauthorised access?

‍We will not be liable for any loss, damages, liability, expenses or legal fees or other costs that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorisation.

12. How must you conduct yourself when using our Software or Services?

‍12.1. What are our rules of conduct?

‍When using the Software and Services, you must always make sure that Your Data does not (and you declare that it will not) include anything:

12.1.1. defamatory of any person, or obscene, offensive, hateful, or inflammatory;

12.1.2. containing or promoting sexually explicit material, terrorism, or violence;

12.1.3. promoting discrimination based on race, ethnic origin, political beliefs, sex, religion, nationality, disability, sexual orientation, gender or gender identity, marital status, or age;

12.1.4. infringing or violating anyone else’s rights, including Intellectual Property Rights;

12.1.5. misrepresenting your identity or likely to deceive any person or give the impression that it emanates from us if this is not the case;

12.1.6. that does or is likely to break any legal duty that you owe to someone else, such as a contractual duty or a duty of confidence, or be in contempt of court; or

12.1.7. promoting any illegal content or activity.

12.2. What happens if you don't comply with those rules?

‍If you do not comply with clause 12.1 above, we reserve the right to take any remedial action we deem appropriate and/or necessary, including (without us being liable) immediately suspending or terminating your account or your access to the Services.  

13. What do you need to know about our Fees and making payment?

‍13.1. How do we calculate Fees?

‍The fees to use the Software and Services (the “Fees”) are calculated on a per-Premium Document basis as set out on our Website and will be charged in accordance with the Package you have purchased. If you have signed up to use the Software and Services on a customer basis, the Fee will be specified in your Order Form. All pricing is given exclusive of VAT, or other sales or equivalent taxes.

13.2. How you pay if you have signed up on a custom basis?

‍Unless otherwise agreed with you in writing, if you have signed up to use our Services on a custom basis, we will invoice you for the Fees on an annual basis, commencing on the Effective Date. You must pay the invoiced Fees within 30 calendar days of our having provided the relevant invoice via the payment method stipulated on the invoice.

13.3. Which currency applies?

‍Unless stated otherwise on our Website or, if applicable, on the invoice we have issued to you, payment will be made in British Pounds Sterling (GBP).

13.4. Do we use third parties to take payments on our behalf?

‍We use a third-party payment processor called Stripe to take payment from you (but this the required payment method may differ if you have purchased custom Package from us, in which case this payment method will be stated on the relevant invoice). If you are not currently a user of Stripe, you will be asked to provide information to Stripe in connection with setting up a Stripe account. You acknowledge and agree to provide complete and accurate payment information to Stripe in accordance with Stripe's terms of use and applicable law. You also acknowledge that we are not responsible for Stripe's terms or operations, and that they may be changed by Stripe in accordance with their rules.

13.5. If you are to make payment via a third-party Payment Processor, who is responsible for their charges?

‍You will be responsible to the Payment Processor for any fees that they charge you, such as foreign transaction fees or other fees relating to the processing of your payment details via the selected Payment Method.

13.6. Who is responsible for the payment of taxes?

‍You are responsible for payment of your own taxes, and will pay us all amounts due to us under the applicable invoice without any reduction or set off. As applicable where we are required add value added tax or other sales or withholding taxes to the invoice for Fees, this will be included on the invoice and you will pay such Fees inclusive of applicable taxes.  

13.7. What happens if you are an overseas Customer and are subject to withholding tax?

‍If you are required by law to withhold or deduct any amount due to us under this Agreement, you must increase the amount due to us by the amount that we would have received if the withholding or deduction had not taken place.

13.8. What happens if you disagree with the amounts we have invoiced you for or otherwise charged you?

‍If there are any disputes regarding the Fees, these must be reasonable and raised to us before the payment due date. Late payments may (at our discretion) bear interest at the rate of 1.5% per month (or the highest rate allowed under by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including legal fees) incurred by us in collecting such delinquent amounts.

13.9. What happens if you do not pay us on time?

‍We may, without liability to you, suspend your access to the Services if you fail to make payment when it falls due in addition to any other remedies we may be entitled to and without prejudice to our rights.

13.10. Can we increase the Fees?

‍We may increase the Fees for any Services by notifying you (including by email) at least 30 days in advance, provided any such increase does not take effect until the start of the next Subscription Period. If you do not agree with any such increase, you can in these circumstances cancel your subscription to any Package and end this Agreement at any time before the next Subscription Period starts (in which case, we will refund to you any a pro-rated portion of any Fees already paid by you in respect of the unused portion of your subscription to a Package). Please note that if you change your mind after you end this Agreement, you will only be able to use our Software and Services on the basis of our then-current Terms and prices.

13.11. Do we offer refunds to you?
‍All subscriptions are non-refundable, and we only offer refunds on a pro-rated basis where these Terms explicitly mention a situation where we will do this or where this Agreement has, complying with its provisions, been terminated by you on the basis of our breach.

14. How long does this Agreement last for?

‍14.1. When does a subscription start?

‍Your subscription for the Software and Services begins on the date that you purchase your subscription for a Package (the "Effective Date") and will continue for an initial Subscription Period of 12 months, unless it has been terminated or renewed in accordance with this Agreement.

14.2. What happens when the initial Subscription Period ends?

‍When the initial Subscription Period expires (and also when any renewal Subscription Period expires), your subscription for the Package will automatically be renewed for a further Subscription Period, unless:

14.2.1. you tell us in writing no less than thirty (30) days before the end of your then-current Subscription Period that you do not wish to continue with our Services; or 14.2.2. either you or we terminate the subscription for your Package in accordance with this Agreement.

14.3. What happens if you have cancelled your subscription to a Package which is not a Free Package?

‍Where you have subscribed to a 'Starter' Package, a 'Gathering Speed' Package, or a 'Liftoff Package', or any custom Package you may have purchased, at the end of the subscription for your Package, if no renewal has taken place, your account will be downgraded to a Free Package, unless you inform us in writing that you wish for your account to be closed.

14.4. What happens if your account is closed?

‍If your account is closed, this Agreement will terminate on expiry of the then-current Subscription Period.

15. When can your access to the Services be terminated or suspended?

‍15.1. What rights do we have to suspend your access to the Services?

‍Without affecting any other right or remedy that we may be entitled to, we may suspend your access to the Services if:15.1.1. you have failed to make payment by the date on which it is due, or we reasonably believe you will not make payment when it falls due;15.1.2. we determine, or have reason to believe, that you, your Workspace Owner(s), your Administrator(s) or Authorised User(s) are using the Services in a way which is not permitted under this Agreement;15.1.3. we determine, or have reason to believe, that you, your Workspace Owner(s), your Administrator(s) or Authorised User(s) are using the Services in a way which poses a security risk;15.1.4. determine, or have reason to believe, that you, your Workspace Owner(s), your Administrator(s) or Authorised User(s) are using the Services in a way which adversely, or may adversely, impact on our ability to provide services to a third party; or15.1.5. we are subject to a legal requirement to do so.

15.2. Can we terminate the Agreement if you do not pay us?

‍Without affecting any other right or remedy that we may be entitled to, we may terminate your access to the Service and/or this Agreement if you fail to pay us by the due date specified on the applicable invoice, and have still failed to make that payment within thirty (30) days of us telling you that the payment is overdue. We will notify you if we exercise this right to terminate and termination will be immediate upon our having given this notification.

15.3. When can either of us terminate the Agreement?

‍Without affecting any other right or remedy available to the person terminating this Agreement, either you or we (the "Terminating Party") may terminate this Agreement with immediate effect by giving written notice to the non-Terminating Party if the non-Terminating Party:15.3.1. has breached this Agreement in a significant manner and has not corrected that breach within 30 days of the Terminating party notifying them;15.3.2. has breached this Agreement in a way which causes the Terminating Party to believe they do not intend to honour the terms of this Agreement;15.3.2. becomes insolvent or bankrupt or, in the reasonable opinion of the Terminating Party, is likely to become insolvent or bankrupt, or enters into any arrangement with creditors;15.3.3. is subject to a threat for legal action over its property, a winding up petition, or has an administrator or administrative receiver appointed over all or part of its assets; or15.3.4. is subject to any event that has an effect equivalent or similar to any of the events mentioned in this clause 15.3.

16. What happens on termination?

‍16.1. What happens on termination of a Package?

‍On termination of a Package for any reason:

16.1.1. If the Package you purchased is 'Starter', 'Gathering Speed' or 'Liftoff', your Package will be converted to a Free Package unless you inform us otherwise and any amounts you owe to us for that Package will be immediately due and payable; or 16.1.2. if the Package you have been using is a Free Package, or you have informed us you do not wish to be converted to a Free Package, we will close your account and this Agreement will be terminated.

16.2. What happens when this Agreement is terminated?

‍When we close your account and this Agreement terminates:

16.2.1. you will not access, or attempt to access our Software or Services and all rights granted by us to you in respect of the access to or use of the Software or Services will immediately cease;

16.2.2. you will be required to pay us any amounts which you owe to us within 30 calendar days (or, if later, within 30 calendar days of our having provided to you the relevant invoice if you have signed up to a custom Package);

16.2.3. if you have any of our Confidential Information in your possession, you will at our direction either return it to us or irretrievably and securely destroy it, and are not permitted to make any further use of it. This includes any copies; and 16.2.4. any rights that you or we have accrued up to the date that the Terms terminate (including the right to claim damages for a breach of this Agreement) will not be affected in any way.

17. What do we do with your personal information?

‍17.1. Where can you find information about how we process your personal information?

‍Applicable data protection laws require us to provide you with certain information about who we are, how we process your personal information, and for what purposes and your rights in relation to your personal information, and how to exercise them. This information is provided in our privacy policy available at available (the "Privacy Policy") and it is important that you read that information.

17.2. Where can you find information about how we process your personal information?

‍If this is not included in the Privacy Policy, it is specified in the DPA and we will process your personal data in accordance with its terms.

17.3. Who is responsible for compliance with the applicable data protection laws?

‍We and you will each comply with the respective obligations we are required to comply with as set out in our DPA.

18. What happens if something goes wrong?18.1. Where can you find details about our liability to you?

‍This clause 18 sets out our entire liability to you arising under or in connection with this Agreement. This includes your or your Authorised Users' use of the Software and Services.

18.2. What is the maximum amount we will be liable to you for?Subject to the other provisions of this clause 18, our maximum, aggregate liability to you,  (whether for contract, tort (including negligence), breach of statutory duty, or otherwise) arising out of this Agreement, made pursuant to these Terms, will be limited to the total value of the Fees that you have paid, or are required to pay to us, in the 12-month period ending on the date on which the first of any and all events giving rise to such liability occurred (the "Standard Liability Limit").

18.3. What about our liability for death, personal injury, or fraud?

‍Nothing in this Agreement will exclude or limit our liability to you for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liabilities that cannot be excluded or limit by law.

18.4. Are we liable to you for consequential or indirect loss?

‍Except as stated in clause 18.3, we are not liable to you for any losses of any kind which are consequential, indirect, special, incidental, punitive, or exemplary (whether or not they are foreseeable or unforeseeable).

18.5. Are there any other losses that we will not be liable to you for?

‍Except as stated in clause 18.3, we are not liable to you for any losses of any kind which are directly or indirectly arising out of or related to: (a) loss of profits; (b) loss of business or commercial opportunities; (c) loss of or corruption to software or data; (d) loss of goodwill or reputation; (e) wasted expenditure, costs or charges; (f) acts or omissions of your agents or authorised representatives; (g) planned downtime of the Software; (h) failure of your network or infrastructure, or a third party product or service; or (i) a force majeure event.

19. What kind of support will we provide you with?

‍19.1. Who do you contact for support?

‍If you find that a function of the Software is not performing as it is expected to and as set out in the Specification, you may contact us for customer support at: help@genieai.co.

19.2. How quickly do you need to notify us of an issue?

‍Where we provide you with support ("Support Services"), you will make sure to notify us of the issue promptly upon discovering it.

19.3. How quickly will our Support Services attempt to resolve an issue?

‍Details of our Support Services can be found

19.4. When can you access Support Services?

‍Our Support Services can be accessed during Business Hours on a Business Day.

20. Do we provide professional advice?

‍20.1. Can our Services be used as a substitute for professional advice?

‍We do not provide or offer professional legal, tax, regulatory, financial, or other advice. You agree not to rely on any of our Services, Documents or Content as a substitute for professional legal advice, which you are responsible for sourcing yourself. We do not accept any liability to any person who does rely on the content of the services or deliverables as formal legal advice.

20.2. Is ��������Ƶ a law firm?

‍��������Ƶ Limited is not a law firm. We are not authorised or regulated by any authority, body or regulator which regulates the provision of professional legal services. We aren’t allowed to provide certain “reserved” legal services, which are only permitted to be provided by authorised and regulated firms/individuals, including litigation, probate, notarisation and administering oaths. We only operate and provide products and services in relation to general commercial matters.

20.3. Are you subject to fewer protections by using ��������Ƶ than you would be if you used a law firm?

‍There are fewer regulatory protections when you deal with us as we are not a law firm and therefore not regulated by or subject to the same regulatory requirements as law firms. We have set out they key points for you to be aware of in clauses 20.4 to 20.7.

20.4. Is ��������Ƶ required to have professional indemnity insurance?

‍We aren’t required by law or regulation to have professional indemnity insurance and aren’t subject to the rules of any regulator, authority or body regarding such insurance.

20.5. If you don't like how we provide our Services, can you complain to a regulator or legal ombudsman?

‍Because we are not a law firm, you won’t have the right to complain to any legal ombudsman (or equivalent) or to any other body, authority, or regulator that regulates legal services in respect of the Services provided to you by us.

20.6. Can you apply to a fund providing compensation to those owed money by a regulated law firm?

‍You can't apply to any fund providing compensation to those owed money by a regulated law firm, such the SRA Compensation Fund in England and Wales.

20.7. Is advice you receive from us covered by legal professional privilege?

‍Any advice that you receive from us is not covered by legal professional privilege. This means that the advice you receive, and any associated communications, could be shown to a Court or authority if they request it.

20.8. Do we represent you in legal matters?

‍Unless you have a professional lawyer representing you, you are responsible for representing yourself in any legal matter carried out through the use of our Services, Software, Documents or Content. Our team will not review any information you provide for legal accuracy or appropriateness, provide legal advice or opinions about or apply the law to your situation or choice of documents.

20.9. When you communicate with our team, is there a lawyer-client relationship?

‍When you liaise with our customer support team or our management, we may point you in the direction of relevant resources or provide you with general information based on your query. These discussions do not create a lawyer-client relationship between you and our team member who is answering your questions, even if that team member is regulated by a body which regulates the provision of legal services.

21. What disclaimers should you be aware of?

‍21.1. Can you rely on Documents or other information generated by the Services as legal advice?

‍Our Services offer a variety of Content which is intended to inform you of the terms you may need to have in place to meet your internal legal business needs through a self-help approach. Our Services are not a replacement for specialist advice tailored to your individual circumstances. By using our products or services, you acknowledge and agree that Content and other outputs from the Software are provided for general information only.

21.2. Can we guarantee that Documents and information available to you through your use of the Services, or generated by the Software, is fit for your intended purpose?

‍Our Content is provided either by our internal team, external consultants, or third-party partners. While we make reasonable efforts to maintain the Content on the platform, we do not guarantee that the Content is kept up to date or that it or the Outputs are suitable for your particular use case, or that they will assist you in meeting your legal or regulatory obligations. We will not be liable to you for any damage caused by errors or omissions in information or data, or any tasks we have performed at your direction, or for any conclusions you draw or decisions you make through their use.

21.3. Do we warrant that the Content on the platform is accurate and complete?

‍We make no representations, warranties, or other assurances that the Content on the platform is accurate, complete, or up to date, or that it is suitable for your purposes. You alone are responsible for verifying its suitability, quality, completeness, and accuracy.

21.4. Are we liable to you for reliance you place on our Software and Services, including Documents and Content?

‍By using our products and services, you acknowledge and agree that you understand and appreciate the significance of the regulatory position described at clause 20. While we deny that a legal responsibility arises when you use the platform or our services, if that position is found to be incorrect, we exclude all liability for any reliance placed by our users for any reliance placed on documents, information, or communications received from us.

21.5. Is anyone else permitted to rely on the information you access through the Software or Services?

‍The Content, outputs, information, and any and all results generated through your (or your Authorised Users') use of the Software and Services is for your internal use only and nobody else is permitted to rely on them. We are not liable to any third parties (including any of your affiliates) for their use of any outputs, information, and results you have generated.

21.6. Who is liable for third-party information in the Software or Services?

‍You acknowledge and understand that Content and other outputs may be reliant on third-party information including Your Data and third-party data. This information can be dynamic and may fluctuate over time and is not verified by us. We have no liability to you in respect of this data, to the fullest extent that we are allowed to exclude liability for it under applicable law.

21.7. Are we responsible to you for your reliance on the Services and Content?

‍How you choose to use any Content or outputs generated through our Software or Services is up to you. You should not rely on any Content or output as a substitute for professional advice and should evaluate each output for accuracy and appropriateness for your intended use, including having a human review each output as appropriate, before you use or share any output. As such, as far as the law allows, you assume all risk of loss incurred or sustained by you through your reliance on the Services and the outputs, particularly in respect of compliance with applicable law and regulation. You understand that they are provided to you "as is" with no guarantee or warranty from us that they are complete or accurate.

22. Which information needs to be kept confidential under the Agreement, and how?

‍22.1. Who might be provided access to Confidential Information?

‍Both you and we may be given access to each other's Confidential Information to provide and receive the Services.  

22.2. Is there any information that would not be considered Confidential Information?

‍Confidential Information does not include information that:

22.2.1. is or becomes publicly known other than through any act or omission of the Receiving Party;

22.2.2. was in the Receiving Party's lawful possession before the disclosure;

22.2.3. is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;

22.2.4. is the Receiving Party's lawful possession before the disclosure; or

22.4.5. is independently developed by the Receiving Party, which can be shown by written evidence.

22.3. Can the Confidential Information be shared with anyone else?

‍The Receiving Party will hold the Disclosing Party's Confidential Information in confidence and not make it available to any other person except where it is necessary for you or us to perform our obligations in this Agreement.

22.4. Can the Confidential Information be used for a purpose which is not set out in this Agreement?

‍The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose other than as set out in this Agreement, and will notify the Disclosing Party as soon as it becomes aware of any breach of this obligation.

22.5. What happens if the Receiving Party is legally required to disclose the Confidential Information for legal or regulatory purposes?

‍Notwithstanding clause 22.3, the Receiving Party can disclose the Confidential Information to the extent that such Confidential Information is required to be disclosed by law, any governmental or regulatory authority, or court of competent jurisdiction.

22.5.1. by law;

22.5.2. by any governmental or regulatory authority; or 22.5.3. by a court of competent jurisdiction.

22.6. Are there any conditions that the Receiving Party needs to satisfy if it is legally required to disclose Confidential Information?

‍The Receiving Party can disclose Confidential Information under clause 22.5 provided that the Receiving Party, to the extent it is legally permitted to do so, gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

22.7. Are the Services Confidential Information?

‍You acknowledge that details of the Software and Services (including the user interface, Specification and our business model), the Content, this Agreement and the results of any performance tests of the Services also constitute our Confidential Information.

22.8. What remedies are available for confidentiality breaches?

‍The Receiving Party acknowledges and understands that if it breaches this clause 22, damages may not be a suitable remedy, so in addition to any other rights or remedies it may have, the Disclosing Party may seek equitable or other forms of relief that it may be entitled to in addition.

23. What about the other legal bits?

‍23.1. What happens if we are prevented from performing our obligations under the Agreement for circumstance which are beyond our control?

‍If we are prevented from or delayed or hindered in performing our obligations under this Agreement, or from carrying on our business, by any event or series of events beyond our reasonable control, we will not be liable to you for our failure or delay in performing those obligations. Such events may include (but are not limited to) strikes, lock-outs or other industrial disputes, failure or diminishment of a utility service, power, or transport or telecommunications or data networks or services, acts of God, wars, riots, civil commotion, public health disasters (including pandemics, infectious diseases, and viruses), malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, and/or breakdown of plant or machinery. We will use reasonable efforts to notify you promptly of any such event and its expected duration.

23.2. What happens to important clauses on termination of this Agreement?

‍Any clauses in these Terms that are stated to (or, by their nature, are implied to) survive termination or expiry of this Agreement shall continue in full force and effect.

23.3. Does this Agreement prevent us from entering into similar agreements with anyone else?

‍This Agreement does not prevent us from entering into similar agreements with other organisations or persons, or from independently developing, using, selling, or licensing Software, Services or Content which is the same as or similar to those provided under this Agreement.

23.4. What if we do not insist that you perform an obligation?

‍If we do not insist that you perform any obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations (unless we explicitly inform you of this in writing).  

23.5. What happens if a term of this Agreement is deemed unenforceable?

‍Each clause in these Terms operates separately. If any court or relevant authority decides that any of them is unlawful, the other Terms will remain in full force and effect.

23.6. How are notices served under this Agreement?

‍Any notice to be provided by us under this Agreement by us will be sent to the address you have provided to us when registering your account, as updated from time to time. It may alternatively be sent to your e-mail address registered with us. Any notice to be provided to us must be sent in hard copy by recorded-delivery postal service to our registered office address stated in these Terms (unless we update you otherwise by giving you notice) as well as by email to help@genieai.co. If notice is:

23.6.1. sent by post, we will deem it as delivered on the third Business Day after it was sent (unless it was sent by recorded-delivery postal service, in which case it will be deemed delivered on the date and time registered by such service);

23.6.2. delivered by hand, it will be deemed delivered at the point it is received by the other party;

23.6.3. if it is sent by e-mail, it will be deemed delivered when it is received (provided no error message, out-of-office or other automated reply, bounce-back, or other notification of a failure of or delay to transmission is received by the sender within 48 hours of sending), unless it was received outside of Business Hours on a Business Day, in which case it will be deemed delivered at 9am on the following Business Day.

23.7. Can another person enforce this Agreement?

‍Nobody other than we or you has any rights to enforce any term of this Agreement.

23.8. Does this Agreement represent the entire Agreement between us and you?

‍This Agreement represents the entire agreement between us and you and supersedes and extinguishes all prior agreements, promises, assurances, representations, warranties and understandings between us and you, whether written or oral, which relate to their subject matter.

23.9. How can this Agreement be changed?

‍Except as stated in the next sentence, no amendment to this Agreement will be accepted by us unless it is in writing and signed by one of our duly authorised signatories. We may from time to time update these Terms by sending an email notification to you (an "Update Notification"), together with a copy of the update or a link to a copy of the relevant update (the "Update"). The new terms subject to our Update Notification will replace the earlier version of these Terms one month after we send the relevant Update Notification. If you do not agree with an Update, then you may end this Agreement at any time before that Update takes effect by cancelling your existing Package, and that cancellation will take effect immediately. If your cancellation is successful, we will confirm this in an email and refund to you a pro-rated portion of any Fee that you have already paid that corresponds to the unused portion of your Package subscription. If you do not cancel before the Update takes effect, then you will be deemed to have accepted the Update and these Terms will be deemed to have been amended on the basis of that Update.

23.10. Can obligations or rights under this Agreement be transferred to someone else?

‍You may not assign, subcontract, dispose of, or otherwise deal with your rights or obligations under Agreement without our prior written consent. We may transfer, charge, dispose of, assign, subcontract, or otherwise deal with our rights or obligations under these Terms.

23.11. What legal relationship is established by this Agreement?

‍Our relationship with you is one of an independent contractor. This Agreement does not create an agency, partnership, joint venture, or other relationship. We cannot make decisions or enter into any commitments on your behalf and you may not do so on our behalf. The arrangement is non-exclusive, and you and we are each acting for our own respective benefit.

23.12. If we find ourselves in a dispute, which law applies and where can claims be brought?

‍This Agreement is governed by English law and You and we both agree that any claims or proceedings under or in connection with this Agreement will only be brought in the English courts, if we know, or reasonably suspect, that you are using the Documents, Software or Services in a manner which threatens the safety or validity of our Intellectual Property Rights, or are in breach of your confidentiality obligations under these Terms, we will be entitled to bring a claim against you in respect of those at the courts of the country of your location where the concern has arisen.