Business Terms of Service

These Business Terms of Service (the "MSA") govern access to and use of the Chatobserver software-as-a-service platform and related services. The MSA is between CHATOBSERVER LTD, a company registered in Scotland under company number SC869380, whose registered office is at Suite 2/3, 2nd Floor, 48 West George Street, Glasgow, Scotland G2 1BP ("Chatobserver", "we", "us" or "our"), and the business or organisation identified in an Order ("Customer", "you" or "your").

The Services are supplied only for business or professional use. They are not offered to consumers. A person accepting an Order for a Customer confirms that they are authorised to bind that Customer.

1. DEFINITIONS

"Account" means the Customer's account for the Services.

"Applicable Law" means any law or regulation applicable to a party's performance of the Agreement.

"Authorised User" means an employee, officer, contractor or adviser whom Customer permits to use the Services for Customer's internal business purposes.

"Customer Data" means data, prompts, text, files, configurations, instructions and other material submitted to or made available through the Services by or for Customer, excluding Usage Data.

"Documentation" means the user documentation and usage instructions made available by Chatobserver for the Services.

"DPA" means Chatobserver's data processing addendum incorporated into the Agreement where Chatobserver processes personal data on Customer's behalf.

"Order" means an order form, online checkout record or order confirmation that identifies the Services, fees, Subscription Term and any usage limits and expressly incorporates this MSA.

"Services" means the Chatobserver platform, related reports and any support, implementation or other services identified in an Order.

"Subscription Term" means the initial subscription period and each renewal period stated in the Order.

"Usage Data" means diagnostic, operational, statistical and performance data relating to use and operation of the Services that does not identify Customer, an Authorised User or any other individual as its source.

2. AGREEMENT AND CONTRACT FORMATION

2.1 Contract documents

The agreement between the parties consists of the applicable Order, this MSA, the DPA where applicable, and any policy expressly incorporated by the Order (together, the "Agreement").

2.2 Acceptance

An Order becomes binding when Customer does any of the following through a process that refers to this MSA: (a) signs the Order electronically or physically; (b) clicks an unticked acceptance box and submits an online order; or (c) sends an email from an authorised representative expressly accepting the identified Order. Chatobserver may require acceptance by a specified method before provisioning paid access. Chatobserver will provide or make available an order confirmation and the accepted version of the contract documents.

2.3 Authority and business status

Each person accepting the Agreement represents that Customer is acting wholly or mainly for business purposes and that the person has authority to bind Customer. Customer must provide accurate legal, billing and tax information.

2.4 Order of precedence

If contract documents conflict, the following order applies: (a) the Order; (b) the DPA, but only for personal-data processing matters; (c) this MSA; and (d) any other incorporated policy. A more specific term prevails over a general term only within the subject it addresses.

2.5 Customer purchasing documents

Any purchase order, supplier portal term, onboarding form, procurement policy or other Customer document is for administrative convenience only. It does not add to or amend the Agreement, even if Chatobserver references it, submits an invoice through Customer's system or begins performance after receiving it. Any different or additional Customer term is rejected unless an authorised director of Chatobserver expressly agrees to it in a document signed by both parties that identifies the provision being amended.

2.6 No reliance

Customer enters the Agreement based on the contract documents, not on any statement or forecast that is not recorded in them. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

3. SERVICES AND ACCESS RIGHTS

3.1 Provision of Services

During the Subscription Term, and subject to Customer's compliance with the Agreement, Chatobserver will make the Services in the Order available to Customer. Customer receives a limited, non-exclusive, non-transferable and non-sublicensable right for its Authorised Users to access and use the Services for Customer's internal business purposes.

3.2 Accounts and users

Customer is responsible for selecting its Authorised Users, maintaining accurate user information, protecting credentials and all activity conducted through its Account, except to the extent caused by Chatobserver's breach of the Agreement. Credentials may not be shared between individuals. Customer must notify Chatobserver promptly of suspected unauthorised access.

3.3 Usage limits

Customer must comply with the seats, workspaces, prompts, queries, reports, AI platforms, API calls, storage and other limits in the Order or Documentation. Chatobserver may measure usage. If Customer exceeds a limit, Chatobserver may require an upgrade, charge agreed overage fees, restrict the excess use or suspend the affected function after reasonable notice.

3.4 Changes to the Services

Chatobserver may improve, update or change the Services. During a paid Subscription Term, Chatobserver will not materially reduce the core functionality purchased in the Order, except where reasonably necessary for security, legal compliance, prevention of abuse or a change imposed by a third-party platform. Chatobserver may replace a feature with substantially equivalent functionality.

3.5 Third-party and AI dependencies

The Services may query, analyse or integrate with third-party artificial-intelligence systems, search services, APIs, hosting providers and other platforms. Those systems can change their models, interfaces, policies, availability and outputs without notice. Chatobserver does not control them and is not responsible for their acts, omissions or independent terms. Customer authorises Chatobserver to transmit Customer Data to an enabled third-party integration to the extent needed to perform Customer's instructions.

3.6 Support and service levels

Chatobserver will provide the support described in the Order or Documentation. No uptime commitment, service credit or response-time guarantee applies unless it is expressly stated in the Order or a service-level schedule signed by Chatobserver.

4. CUSTOMER OBLIGATIONS AND RESTRICTIONS

4.1 Customer responsibilities

Customer is responsible for: (a) the accuracy, quality, legality and provenance of Customer Data; (b) obtaining all permissions needed for Chatobserver to process Customer Data and follow Customer's instructions; (c) its Authorised Users' compliance with the Agreement; (d) its systems, internet connection and third-party accounts; and (e) independently assessing reports, recommendations and AI-generated or third-party content before relying on them.

4.2 Prohibited data

Unless the Order expressly permits it, Customer must not submit special-category personal data, criminal-offence data, payment-card data, passwords, authentication secrets, medical records, children's data or other highly sensitive information. Chatobserver may remove or restrict such data where reasonably necessary to protect the Services or comply with law.

4.3 Restrictions

Customer must not, and must not permit any third party to:

• sell, resell, sublicense, rent, timeshare or provide the Services as a service bureau, except where an agency-use right is expressly included in the Order;
• copy, modify, translate or create derivative works from the software or Documentation, except to the extent expressly permitted by law and not capable of contractual restriction;
• reverse engineer, decompile, disassemble or attempt to discover source code, models, non-public APIs or underlying structure;
• bypass access, usage, rate, security or authentication controls;
• use the Services to build, train, benchmark or improve a competing product or publish performance tests without Chatobserver's prior written consent;
• introduce malware, conduct penetration testing without written permission, interfere with operation or attempt unauthorised access;
• use the Services or any output unlawfully, to infringe rights, to mislead others about the source of content, or to make automated decisions producing legal or similarly significant effects about individuals without appropriate human review and a lawful basis; or
• remove proprietary notices or conceal the identity of an Authorised User.

4.4 Cooperation

Customer will provide information and cooperation reasonably required to deliver the Services. A delay caused by Customer does not postpone the Subscription Term, invoice date or payment obligation unless Chatobserver agrees otherwise in writing.

5. DATA, INTELLECTUAL PROPERTY AND FEEDBACK

5.1 Customer Data

As between the parties, Customer retains its rights in Customer Data. Customer grants Chatobserver and its subprocessors a non-exclusive, worldwide right during the Agreement to host, copy, transmit, display, modify and otherwise process Customer Data only to provide, secure, support and improve the Services, comply with law and exercise rights expressly granted by the Agreement.

5.2 Usage Data

Chatobserver may collect and use Usage Data to operate, secure, support, analyse and improve its services and to produce aggregated statistics. Chatobserver will not disclose Usage Data in a form that identifies Customer or an individual except as required by law or with Customer's permission.

5.3 Chatobserver technology

Chatobserver and its licensors retain all rights in the Services, software, interfaces, designs, methods, Documentation, generic templates, Usage Data and improvements. No intellectual-property right transfers except the limited access right in clause 3.1.

5.4 Reports and outputs

Subject to payment of all applicable fees, Customer may use reports and outputs generated for it for its internal business purposes and, where the Order includes agency or external-reporting rights, for the permitted client-facing purpose. Outputs may contain public, third-party or AI-generated material. Chatobserver does not warrant that an output is unique, protectable or free from third-party rights, and Customer is responsible for its proposed use.

5.5 Feedback

Customer may provide suggestions voluntarily. Customer grants Chatobserver a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or attribution, provided Chatobserver does not identify Customer as its source without permission.

6. DATA PROTECTION AND SECURITY

6.1 Roles

Each party acts as an independent controller for business-contact and relationship-management personal data it processes for its own purposes. Where Chatobserver processes personal data contained in Customer Data on Customer's behalf, the DPA applies and is incorporated into the Agreement.

6.2 Security

Chatobserver will maintain reasonable and proportionate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. No internet service can guarantee absolute security.

6.3 Customer security duties

Customer must configure its Account appropriately, limit access to authorised persons, use available authentication controls and not disclose credentials or secrets through prompts or support messages. Customer remains responsible for copies it exports or sends to third parties.

7. FEES, TAXES AND PAYMENT

7.1 Fees

Customer will pay the fees stated in each Order in the stated currency. Fees are based on the subscription purchased, not actual use. Except where the Agreement expressly says otherwise, fees are non-refundable and payment obligations cannot be cancelled.

7.2 Annual commitment

An annual subscription is one fixed commitment for the entire annual Subscription Term. The full annual fee is earned in exchange for reserving capacity and making the Services available for that term. Customer's non-use, delayed onboarding, internal budget change, procurement delay, attempted cancellation or decision to stop using the Services does not reduce or defer the annual fee. Any monthly, quarterly or other instalment schedule is a payment accommodation only; it does not divide the annual subscription into separate cancellable periods.

7.3 Invoicing and due date

Chatobserver will invoice as stated in the Order. Customer must pay each undisputed invoice by the due date stated in the Order. Unless the Order expressly establishes a procedure, payment is not conditional on Customer's internal acceptance, validation, timesheet, portal, payment run or other administrative process. Where an acceptance or verification process is stated, it must be completed within the total payment period and does not create an additional payment period.

7.4 Purchase orders and invoice instructions

If Customer requires a purchase-order number, portal submission or particular invoice information, Customer must provide complete instructions before the Subscription Start Date. A missing or delayed purchase order does not cancel an accepted Order. Chatobserver may postpone activation until the required purchase order is received, without liability. Once the Order has started, Customer's internal purchasing process does not extend the agreed due date.

7.5 Invoice disputes

Customer must notify Chatobserver of a good-faith invoice dispute within ten business days after receipt, identifying the amount and detailed basis. Customer must pay undisputed amounts on time. The parties will work promptly to resolve the disputed amount. Failure to notify within that period does not waive a claim that legally cannot be waived, but administrative objections raised later do not suspend payment of an otherwise valid invoice.

7.6 Taxes

Fees exclude value-added, sales, use and similar transaction taxes. Customer is responsible for taxes arising from its purchase or use of the Services, other than taxes on Chatobserver's net income. Where a reverse-charge mechanism applies, Customer will account for the relevant tax. Each party will provide reasonable evidence needed for correct tax treatment. Customer must not deduct or withhold amounts unless required by law; if it does, it must promptly provide official evidence and cooperate in obtaining any available relief.

7.7 Late payment

Without limiting any statutory right, overdue sums accrue interest from the due date at the maximum rate permitted by applicable law. Customer must also pay any fixed compensation and reasonable recovery costs available under applicable late-payment law. Chatobserver may suspend the affected Services if an undisputed amount remains unpaid for ten business days after written overdue notice.

7.8 No set-off

Except where prohibited by law, Customer must pay amounts without set-off, counterclaim, deduction or withholding.

8. SUBSCRIPTION TERM, RENEWAL AND CANCELLATION

8.1 Order term

Each Order begins on its Subscription Start Date and continues for the initial Subscription Term stated in the Order unless terminated earlier under clause 9.

8.2 Monthly subscriptions

A monthly subscription renews for successive monthly periods unless either party gives notice of non-renewal before the next renewal date. Cancellation takes effect at the end of the then-current paid monthly period; it does not create a refund for that period.

8.3 Annual subscriptions

An annual subscription cannot be terminated for convenience during its current annual Subscription Term. Unless the Order says it expires without renewal, it renews for successive annual periods unless either party gives at least thirty days' notice of non-renewal before the next renewal date. A cancellation or non-renewal request stops the next renewal only. It does not end the current annual term or remove fees for that term.

8.4 Renewal pricing

Unless an Order fixes renewal pricing, renewal is at Chatobserver's then-current price for the applicable plan. Chatobserver will give reasonable advance notice of a material price increase for an automatic renewal.

9. SUSPENSION AND TERMINATION

9.1 Suspension

Chatobserver may suspend access to all or part of the Services where reasonably necessary because: (a) an undisputed amount is overdue following the notice in clause 7.7; (b) Customer breaches clause 4; (c) Customer's use presents a material security, legal or operational risk; (d) suspension is required by law or a third-party platform; or (e) Customer exceeds agreed usage and does not resolve it after notice. Where practicable, Chatobserver will give advance notice and limit suspension to the affected part.

9.2 Termination for material breach

Either party may terminate an affected Order by written notice if the other party materially breaches the Agreement and does not cure the breach within thirty days after receiving notice. For failure to pay an undisputed amount, the cure period is ten business days after the overdue notice described in clause 7.7.

9.3 Insolvency

To the extent permitted by law, either party may terminate by written notice if the other party ceases business without a successor, enters liquidation other than for a solvent restructuring, has an administrator or receiver appointed over a material part of its assets, or becomes subject to an analogous insolvency event that is not discharged within sixty days.

9.4 Customer remedy for Chatobserver breach

If Customer validly terminates an Order for Chatobserver's uncured material breach, Chatobserver will refund prepaid fees covering the period after the effective termination date. This is without prejudice to any other remedy that cannot lawfully be excluded.

9.5 Effect of expiry or termination

On expiry or termination: (a) Customer's access right ends; (b) Customer must stop using the Services; (c) all amounts already invoiced and all fees committed for a non-cancellable Subscription Term remain due, except to the extent clause 9.4 applies; and (d) each party must return or delete the other's Confidential Information as required by clause 10 and the DPA. Suspension or termination caused by Customer does not entitle Customer to a refund.

9.6 Data export and deletion

Customer should export data before expiry or termination. Unless law or the DPA requires otherwise, Chatobserver may allow a thirty-day retrieval period and may then delete Customer Data from active systems in accordance with its retention cycle. Chatobserver may retain data required for legal, security, fraud-prevention or backup purposes, subject to continuing confidentiality and data-protection obligations.

9.7 Survival

Provisions that by their nature should continue survive expiry or termination, including accrued payment duties, restrictions, intellectual property, confidentiality, disclaimers, liability, indemnity and general provisions.

10. CONFIDENTIALITY

10.1 Confidential Information

"Confidential Information" means non-public information disclosed by or for a party that is marked confidential or should reasonably be understood to be confidential from its nature or context. Chatobserver's Confidential Information includes non-public software, product plans, security information and pricing. Customer's Confidential Information includes Customer Data.

10.2 Duties

The receiving party will: (a) use Confidential Information only to perform or exercise rights under the Agreement; (b) protect it using at least reasonable care; and (c) disclose it only to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality duties. The receiving party remains responsible for those recipients.

10.3 Exclusions

Confidentiality duties do not apply to information the receiving party can demonstrate: (a) is public without its breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from another source without confidentiality duty; or (d) is independently developed without use of the Confidential Information.

10.4 Required disclosure

A receiving party may disclose Confidential Information where required by law, court or regulator. Where lawful and practicable, it will give advance notice and reasonable assistance to seek protective treatment.

10.5 Equitable relief

Unauthorised disclosure may cause harm not adequately compensated by damages. Either party may seek an injunction or other equitable remedy in addition to other available remedies.

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual warranties

Each party warrants that it has authority to enter the Agreement and will comply with laws applicable to its own performance.

11.2 Limited service warranty

Chatobserver warrants that, during a paid Subscription Term, the Services will perform materially in accordance with the applicable Documentation when used as authorised. Customer must notify Chatobserver of a claimed breach with enough detail to reproduce it. Chatobserver's first obligation is to use reasonable efforts to correct the non-conformity. If Chatobserver cannot do so within a reasonable period, either party may terminate the materially affected Service and Chatobserver will refund prepaid fees for the unused affected period.

11.3 AI, data and results disclaimer

AI responses and third-party data are probabilistic, incomplete and subject to change. The Services may contain errors, omissions, duplicated material or inaccurate classifications. Chatobserver does not guarantee rankings, mentions, citations, traffic, revenue, visibility, commercial outcomes or compatibility with a particular third-party platform. Reports and outputs are analytical tools, not legal, financial or other professional advice. Customer must apply appropriate human review.

11.4 General disclaimer

Except for the express warranty in clause 11.2, and to the fullest extent permitted by law, the Services are provided on an "as available" basis. All implied conditions, warranties and terms, including satisfactory quality, fitness for a particular purpose and non-infringement, are excluded to the extent permitted by law. Chatobserver does not warrant uninterrupted or error-free operation or preservation of every item of Customer Data.

12. LIABILITY

12.1 Liabilities not excluded

Nothing in the Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) deliberate default where liability cannot lawfully be limited; or (d) any other liability that applicable law does not permit to be excluded or limited.

12.2 Excluded losses

Subject to clause 12.1, neither party is liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity or business interruption, or for indirect or consequential loss, whether arising in contract, delict or tort (including negligence), misrepresentation, breach of statutory duty or otherwise. This exclusion does not apply to Customer's obligation to pay fees or to amounts payable under clause 13.

12.3 General cap

Subject to clauses 12.1, 12.4 and 12.5, each party's total aggregate liability arising from an Order will not exceed the fees paid or payable under that Order in the twelve months immediately preceding the event giving rise to liability. If the event occurs during the first twelve months, the cap is the fees paid or payable for the first twelve months of that Order.

12.4 Enhanced cap

Each party's aggregate liability for breach of clause 10 and Chatobserver's aggregate liability for breach of the DPA will not exceed twice the cap calculated under clause 12.3.

12.5 Amounts outside the caps

The caps in clauses 12.3 and 12.4 do not limit: (a) Customer's obligation to pay fees, taxes, interest or recovery costs; (b) Customer's liability for unauthorised use or infringement of Chatobserver's intellectual property; or (c) Customer's obligations under clause 13.

12.6 Allocation of risk

The fees reflect the allocation of risk in the Agreement. Each limitation applies to the maximum extent permitted by law and independently of any other remedy.

13. CUSTOMER INDEMNITY

Customer will indemnify Chatobserver and its officers, employees and contractors against third-party claims, damages, settlements and reasonable external legal costs to the extent arising from: (a) an allegation that Customer Data infringes a third party's intellectual-property, privacy or other right; (b) Customer's unlawful or unauthorised use of the Services or outputs; or (c) Customer's material breach of clause 4. Chatobserver must give prompt notice, allow Customer to control the defence and settlement, and provide reasonable cooperation at Customer's cost. Customer may not settle a claim in a way that admits fault by, imposes liability on or requires non-monetary action from Chatobserver without Chatobserver's consent, not to be unreasonably withheld.

14. INTELLECTUAL-PROPERTY CLAIMS CONCERNING THE SERVICES

If a third-party claim alleges that authorised use of the Services infringes its UK intellectual-property right, Chatobserver may at its option: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it with materially equivalent functionality; or (c) terminate the affected Service and refund prepaid fees for the unused affected period. Chatobserver has no obligation to the extent a claim results from Customer Data, Customer's modification, combination with items not supplied by Chatobserver, continued use after notice to stop, or use contrary to the Agreement. This clause states Customer's exclusive contractual remedy for such a claim, subject to liability that cannot lawfully be limited.

15. TRIALS, PREVIEWS AND BETA FEATURES

Free trials, previews, beta features and evaluation access may be changed or withdrawn at any time and are provided without service warranty, support commitment or indemnity. Either party may end such access at any time. To the fullest extent permitted by law, Chatobserver's aggregate liability relating to free or beta use is limited to GBP 100.

16. PUBLICITY

Unless the Order says otherwise, Chatobserver may identify Customer by name and logo in a factual customer list. Chatobserver will stop new publicity use within a reasonable period after Customer's written request. Chatobserver will not disclose Customer's Confidential Information or imply an endorsement.

17. FORCE MAJEURE

Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of internet, utilities or third-party platforms, cyberattack not caused by its failure to use reasonable safeguards, labour dispute, natural disaster, epidemic, war, terrorism, civil disorder, governmental action or change in law. This clause does not excuse Customer's obligation to pay amounts already due. The affected party will use reasonable efforts to mitigate the effect.

18. CHANGES TO THIS MSA

Chatobserver may update this MSA for future Orders. For an existing paid Order, a materially adverse update will apply no earlier than its next renewal unless required sooner by law, security needs or a third-party platform condition. Chatobserver will provide reasonable notice of a material update. The version accepted with an Order remains available in Chatobserver's records. A change to an Order itself requires written agreement under clause 19.2.

19. GENERAL

19.1 Assignment

Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld. Either party may assign it without consent to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of the business or assets to which the Agreement relates, provided the assignee is able to perform the obligations and is not a direct competitor of the non-assigning party. Customer may not assign to a direct competitor of Chatobserver without consent.

19.2 Amendments and waivers

An amendment to an Order or negotiated provision is effective only in a document that identifies the change and is signed by authorised representatives of both parties. A waiver must be in writing and applies only to the specific circumstance. Delay in exercising a right is not a waiver.

19.3 Notices

Formal notices concerning breach, termination or legal proceedings must be in writing and sent by email to the notice address in the Order, with a copy to [email protected], or by tracked delivery to the registered office above. An email notice is deemed received on the next business day after transmission unless the sender receives a delivery failure. Routine operational notices may be sent through the Services or to an account administrator.

19.4 Subcontractors

Chatobserver may use affiliates and subcontractors to provide the Services. Chatobserver remains responsible for their performance to the same extent as for its own performance, subject to the Agreement. Subprocessor use is governed by the DPA.

19.5 Independent contractors

The parties are independent contractors. The Agreement does not create a partnership, agency, fiduciary relationship, employment relationship or joint venture.

19.6 Entire agreement

The Agreement is the entire agreement concerning its subject matter and supersedes prior proposals, discussions and communications about that subject. Each party acknowledges that it has not relied on a statement not set out in the Agreement, subject to clause 2.6.

19.7 Severability

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid while preserving its commercial purpose. If that is not possible, it will be deleted and the remaining provisions continue.

19.8 Third-party rights

Except for persons expressly entitled to enforce clause 13, no person other than a party has a right to enforce the Agreement under the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise. The parties may vary or terminate the Agreement without another person's consent.

19.9 Export and sanctions

Customer must not use or make the Services available in breach of applicable export-control, trade-sanctions or embargo laws. Customer represents that it and its Authorised Users are not prohibited parties under laws applicable to their use.

19.10 Governing law and jurisdiction

The Agreement and any non-contractual obligation arising from it are governed by Scots law. The Scottish courts have exclusive jurisdiction, except that either party may seek urgent interim or protective relief in any court of competent jurisdiction.

19.11 Language

The English version of the Agreement is binding. A translation is for convenience only.

20. CONTACT

Contract questions and notices should be sent to [email protected].