Terms and Conditions

“Account” means the account registered by or for you to access the Platform. Each organisation created on the Platform is a separate Account with its own Plan, billing settings, currency, Credits and status.

“Business User” means any Client who is not a Consumer, including any individual acting for purposes relating to their trade, business, craft or profession, and any company or other legal entity.

“Client Data” means any data, content, prompts, traces, datasets, files, configurations, or other materials provided, made available, or otherwise submitted by you or on your behalf for processing or use within the Platform.

“Confidential Information” means any non-public information that is disclosed by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”), whether before or after the Effective Date, and whether disclosed orally, visually, in writing, by inspection, or in electronic form. Confidential Information includes, without limitation, business, technical, and financial information, roadmaps, product plans, designs, specifications, software, data (including Client Data), datasets, prompts, models, APIs, documentation, pricing, usage metrics, security and architecture information, know-how, trade secrets, and all copies and derivatives thereof.

“Consumer” means an individual who, in entering into these Terms and using the Platform, acts wholly or mainly for purposes outside that individual’s trade, business, craft or profession.

“Credits” means the prepaid balance purchased by you or granted by us that is drawn down as you consume metered services on the Platform (such as compute, agent and model tokens, routing, storage and data volume overage) at the rates published in the Service Description. Credits are described further in Section 6.

“Deliverables” means the work product expressly identified in a Statement of Work for delivery to Client, which may include configurations, workflows, integrations, connectors, datasets, prompts, agents, templates, and documentation.

“Implementation Agreement” means any separate agreement between Client and InteractiveAI governing professional services to implement AI-native systems and related integrations on the Platform.

“Order” means an order page, checkout, online purchase flow, or signed order form specifying your subscription plan, term, and fees.

“Output” means the results, content and other artifacts generated for you through your use of the Platform, including outputs produced by agents and models you configure or run on the Platform.

“Plan” means the subscription tier selected in your Order (e.g., Starter, Business, Enterprise) and the associated limits, quotas, features, and support, as described in the Service Description.

“Platform” means InteractiveAI’s proprietary platform and managed services for building, monitoring, and operating AI systems, including modules for traces, monitoring, evaluators, datasets, prompts, keys/secrets, dashboards, agent tooling, and related components, whether hosted by InteractiveAI in a multi-tenant environment or within a dedicated Virtual Private Cloud, as specified in an Order or Statement of Work.

“Service Description” means the descriptions of Plans, including allowances, usage and overage rates, billing mechanics (including currency conversion), retention periods and related operational parameters published by us on our website (currently at interactive.ai/pricing) or within the Platform, as updated in accordance with Section 24.

“Signed Agreement” means a written agreement for access to the Platform or related services that is executed by both you and InteractiveAI, including any master services agreement, Enterprise agreement, signed Order form, Statement of Work or Implementation Agreement.

“Statement of Work” or “SOW” means any statement of work, order form, or similar document executed by the parties describing scope, deliverables, timelines, acceptance criteria, fees, hosting model, and other particulars relating to implementation or professional services, which shall be incorporated by reference and governed by the Implementation Agreement where applicable.

“Third-Party Services” means any third-party models, Application Programming Interfaces, LLMs, datasets, tools, cloud providers, data sources, or software used or integrated in connection with the Platform (e.g., Client’s model keys, cloud accounts, or third-party APIs). Such Third-Party Services may be provided to Client either: (a) through the Platform (including via the InteractiveAI LLM Router or similar functionality), in which case Client shall pay InteractiveAI the applicable fees for such usage as set out in the relevant Order or the Service Description; or (b) directly by Client, where expressly stated in an Order, in which case Client will maintain its own accounts with such third-party providers and bear all related costs directly.

2.1. These Terms apply to all access to and use of the Platform, whether you (a) subscribe online as a Consumer, (b) subscribe online as a Business User, or (c) contract with us under a Signed Agreement.

2.2. If you have a Signed Agreement with us, that Signed Agreement (including its Orders and SOWs) prevails over these Terms on the matters it expressly addresses. On all matters on which the Signed Agreement is silent, these Terms continue to apply and fill the gap. A Signed Agreement replaces these Terms only where it expressly states that it does so.

2.3. Where your use of the Platform involves the processing of personal data on your behalf, the Data Processing Agreement described in Section 15 prevails over these Terms with respect to that processing.

2.4. Certain provisions of these Terms apply only to Consumers or only to Business Users and are identified as such. If you are a Consumer, nothing in these Terms limits or excludes any rights you have under applicable consumer protection law that cannot be limited or excluded by agreement; if any provision of these Terms conflicts with such rights, the rights prevail.

3.1. You must be at least 18 years old and capable of entering a binding contract to use the Platform. The Platform is designed primarily for professional and business use; we also make self-serve Plans available to Consumers.

3.2. You must provide accurate, complete registration and billing information and keep it up to date. Each user must have an individual login; you are responsible for your users’ compliance with these Terms, for maintaining the confidentiality of credentials, and for all activities under your Account.

3.3. When creating an organisation you select whether it is registered as an individual or a company, and you select its billing currency (USD or EUR). The billing currency cannot be changed after creation, except where we agree to a change on request through support. An organisation registered as an individual may later be converted to a company; the reverse is not supported.

3.4. Access to billing functions (payment methods, top-ups, plan changes, cancellation) is limited to users holding the Owner role. Actions taken by your users within their roles bind the organisation.

3.5. One user may belong to multiple organisations. Each organisation is billed separately, and no balances, Credits, entitlements or notices carry across organisations.

4.1. Your Plan and any usage-based components are set out in your Order and the Service Description. Plan fees, included allowances, per-unit rates, seat pricing and retention periods for each Plan are published in the Service Description rather than in these Terms, and changes to them are governed by Section 24.

4.2. Where a free trial is offered, its duration, scope, any promotional Credits, and whether payment details are required are stated at sign-up. Trials are provided for evaluation and are provided “as is” without any service commitments. We may modify, limit or discontinue trial offerings at any time, with effect for future trials.

4.3. Where payment details are collected at the start of the trial, your paid subscription begins automatically at the end of the trial and the first platform fee is charged at that point, unless you cancel before the end of the trial; the amount and timing of that first charge are stated at sign-up. If you do not move to a paid Plan by the end of the trial (including where no payment details are on file or the first charge cannot be collected), your Account is placed in the frozen state described in Section 9.4 and any remaining promotional Credits are locked. Locked promotional Credits become usable again if you later subscribe.

4.4. Promotional Credits (including trial Credits) are granted free of charge, have no cash value, are non-transferable, and are not redeemable or refundable for money. Where promotional Credits are subject to additional conditions, those conditions are stated when they are granted.

5.1. Paid Plans consist of a recurring platform fee for the subscription and, separately, Credits that you purchase for metered usage. The platform fee is charged to your payment method in advance for each billing cycle. The platform fee is never deducted from your Credits balance, and Credits purchases are separate transactions from the platform fee.

5.2. Unless your Order states otherwise, billing cycles are monthly, starting on the date of your first charge, and your subscription renews automatically at the end of each cycle at the then-current rates, using your default payment method, unless you cancel in accordance with Section 9. The first cycle is charged in full regardless of the calendar date on which you subscribe.

5.3. Upgrades take effect immediately. Your existing billing cycle is preserved, and you are charged the difference between your new and previous Plan fee, pro-rated for the remainder of the current cycle. Downgrades take effect at the end of the current cycle; the higher Plan remains in effect, and no partial refund is made, for the remainder of the cycle in which you downgrade.

5.4. Where your Plan includes a stated number of user seats, additional seats may be purchased at the per-seat fee in the Service Description. Seats added during a cycle are charged pro rata for the remainder of that cycle and in full thereafter. Removing a user frees the seat for reassignment within the purchased count; reductions in the purchased seat count take effect from the next cycle, and no mid-cycle refund is made for removed seats.

5.5. If a renewal or other recurring charge cannot be collected by its due date, your Account is suspended in the frozen state described in Section 9.4 from the end of the period already paid for, and remains suspended until payment succeeds. We may reattempt collection, and adding or changing your default payment method may trigger fresh collection attempts. We do not provide the paid service for any period for which payment has not been received. Suspension under this Section is not a termination of these Terms, and your data remains subject to the retention rules in Section 14.5.

5.6. Enterprise Plans are invoiced as set out in the applicable Signed Agreement, by bank transfer unless otherwise agreed, and usage-based charges are measured using InteractiveAI’s standard metrics and logs and invoiced at the rates set out in the applicable Order or Signed Agreement.

5.7. If you believe a charge is incorrect, contact us within 60 days of the charge; we will review and correct verified errors.

6.1. Credits are purchased in advance (“top-ups”) and drawn down as you consume metered services at the rates published in the Service Description. Credits are a prepayment for services; they are not money or electronic money, do not accrue interest, and are not transferable between organisations or to third parties.

6.2. The Credits ledger is denominated in US dollars. If your organisation’s billing currency is EUR, the amount you pay for a top-up is converted to US dollars at the time of the charge, and the rate applied is shown on your receipt. Usage displayed during a billing month may be shown as an estimate in your billing currency and is finalised in accordance with the billing mechanics published in the Service Description.

6.3. Your Credits balance may not go below the minimum operating floor stated in the Service Description. Metered operations are rejected when your balance is insufficient, and running operations may be stopped when the floor is reached. When an operation is stopped mid-execution, in-flight charges are reversed and partial results may not be preserved. No overdraft or negative balance is permitted, and we may decline usage that would exceed your available balance.

6.4. Where available for your billing setup, you may enable optional automatic top-ups. If an automatic top-up fails, we may retry and then disable the automatic top-up rule; failure of an automatic top-up does not itself suspend your subscription.

6.5. Purchased Credits do not expire while your Account exists, remain associated with your Account in the frozen state (subject to Section 9.4), and are non-refundable except as provided in Section 10 or where required by law.

7.1. Card payments are processed by third-party payment providers. You enter your card details directly with the provider, and we do not see or store full card details; we hold only a tokenised reference (such as card brand, last four digits and expiry) and related transaction identifiers. By submitting a payment method you authorise the applicable provider to charge it for the amounts due, including recurring platform fees and any automatic top-ups you enable, until you cancel or remove the payment method.

7.2. Purchases by Consumers, and certain other self-serve purchases, may be made through a commerce provider acting as merchant of record. In that case the merchant of record is the seller of record for the purchase transaction: it processes your payment, applies and remits applicable transaction taxes, issues the transaction receipt or invoice, and executes refunds and handles payment disputes and chargebacks, under its own checkout terms, which are presented to you before you pay. These Terms continue to govern your access to and use of the Platform regardless of who the seller of record for the purchase is.

7.3. Where InteractiveAI sells to you directly, the payment, tax and refund provisions of these Terms apply in full and invoices or receipts are issued by us.

7.4. Plan activation, Credits top-ups and seat additions take effect when we receive confirmation of successful payment from the payment provider. Until then, no entitlement is granted.

7.5. Only your default payment method is charged automatically. Other payment methods on file are not charged without your action.

8.1. For Business Users, fees and rates are exclusive of VAT and other applicable taxes, duties and similar charges, which are payable in addition (excluding taxes based on InteractiveAI’s income). For Consumers, the total price presented at checkout includes applicable taxes.

8.2. Where sales are made through a merchant of record under Section 7.2, that provider determines, collects and remits applicable transaction taxes on the sale.

8.3. Where we sell to you directly, VAT treatment is determined by your billing country and tax status as evidenced by the billing information you provide. If you provide a VAT or equivalent tax registration number that we can validate, we apply the treatment that follows from it (for example, the reverse charge for validly registered business customers in other EU member states, in which case you are responsible for self-accounting for VAT). If you do not provide a number we can validate, we charge VAT at the applicable rate. You are responsible for the accuracy of your billing information.

8.4. Changes to your billing country or tax registration status apply from the next charge after the change is made and validated. Charges already made are not recalculated or refunded on account of such changes, except where required by law.

9.1. You may cancel a self-serve subscription at any time through the Platform. Cancellation takes effect at the end of the current billing cycle. Until the effective date you retain full access, and an Owner may revoke the cancellation. Enterprise subscriptions are cancelled as provided in the applicable Signed Agreement.

9.2. Cancelling your subscription does not by itself delete your Account or your data; Section 14.5 (retention) and Section 22 (termination) govern deletion.

9.3. On the effective date of cancellation, and in the other circumstances identified in these Terms (trial expiry without subscription, failed payment under Section 5.5), your Account enters a restricted state (referred to in the Platform as “frozen”).

9.4. While an Account is frozen: (a) you retain read access to your data, configurations, balances and invoices, but cannot make changes, create new resources or purchase top-ups; (b) purchased Credits remain in the Account but new consumption is blocked, except as described in Section 9.5; (c) promotional Credits are locked; and (d) the Account is retained so that an Owner can reactivate it at any time by subscribing again, in which case remaining Credits become usable again; we may close Accounts that have remained frozen for a prolonged period on at least sixty (60) days’ notice, in which case Section 22.5 applies. Data retention periods under Section 14.5 continue to apply to frozen Accounts.

9.5. If you cancel a subscription while automated agents or scheduled processes remain enabled, those processes may continue to run after the effective date of cancellation and will continue to consume purchased Credits until they are disabled or your balance reaches the operating floor. If you do not want this, disable your agents and scheduled processes before the effective date; we do not disable them automatically, and Credits consumed in this way are not refunded.

9.6. On reactivation of a frozen Account, if the Account had previously been paid, the original billing cycle anchor is preserved; if the Account had never been paid, a new billing cycle starts on reactivation.

10.1. Except as set out in this Section 10 or as required by law, platform fees are non-refundable once a billing cycle has started (including on cancellation, downgrade or non-use), and Credits top-ups are non-refundable, with unused Credits remaining in your Account as described in Sections 6 and 9.

10.2. If you are a Consumer, Section 11 (withdrawal rights) and your statutory rights apply notwithstanding Section 10.1.

10.3. If we discontinue your Plan or terminate under Section 22.2 for reasons other than your breach, or you terminate for our uncured material breach under Section 22.3, we will refund (a) the pro-rated portion of any prepaid platform fees covering the period after the effective date of termination and (b) the unused portion of your purchased Credits balance.

10.4. Where a purchase was made through a merchant of record under Section 7.2, any refund due is executed by the merchant of record to your original payment method.

This Section 11 applies only if you are a Consumer. It does not apply to Business Users. Sections 11.1 to 11.3 apply where your habitual residence is in the European Economic Area or the United Kingdom. If you are a Consumer elsewhere, you benefit from any equivalent mandatory rights under the law of your country of habitual residence, as described in Section 2.4, but these Terms do not themselves grant you a withdrawal right.

11.1. Right of withdrawal. You have the right to withdraw from a distance contract with the seller of record within 14 days without giving a reason. For a subscription, the withdrawal period ends 14 days after the day you first subscribe to the paid Plan; withdrawal does not apply to subsequent automatic renewals unless mandatory law provides otherwise. For a Credits top-up, the withdrawal period ends 14 days after the day of that top-up.

11.2. Immediate performance. Because the Platform is a digital service supplied immediately, at checkout you are asked to expressly request that the service begin during the withdrawal period and to acknowledge the effect on your right of withdrawal. If you withdraw after performance has begun at your request, you remain responsible for the value of what was supplied before withdrawal: for a subscription, a proportionate share of the platform fee for the elapsed part of the cycle; for a top-up, the Credits already consumed. The remainder is refunded.

11.3. How to withdraw. You may withdraw by an unequivocal statement to the seller of record. Where your purchase was made through a merchant of record (Section 7.2), you may exercise withdrawal through the contact or process stated on your receipt or its checkout terms. Where you purchased directly from us, contact us at legal@interactive.ai or by post to our registered office; you may use the model withdrawal form provided at checkout, but it is not obligatory. Refunds due on withdrawal are made without undue delay and no later than 14 days after we (or the merchant of record) are informed of your decision, using the original means of payment.

11.4. Statutory quality rights. As a Consumer you are entitled under applicable law to a digital service that is in conformity with the contract, and to the statutory remedies (including bringing the service into conformity, a proportionate price reduction, or termination) if it is not. Nothing in these Terms (including Sections 19 and 20) limits those rights or any other rights you have under the mandatory consumer protection law of your country of habitual residence, including the Consumer Rights Act 2022 if you reside in Ireland.

11.5. Complaints. If you are unhappy with the Platform, contact us at legal@interactive.ai and we will try to resolve the matter with you. If we cannot, you may be entitled to refer the dispute to an alternative dispute resolution entity in your country of residence; in Ireland, information is available from the Competition and Consumer Protection Commission (ccpc.ie).

12.1. You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not engage in fraudulent, abusive, misleading, defamatory, or harmful activity, attempt to gain unauthorized access to any part of the platform services, systems, networks, servers, data, or accounts, or use the Platform in a way that degrades, disrupts, or compromises its operation, security, or availability, including distributing malware or denial-of-service attacks.

12.2. You must not use the Platform, or any agent or system built on it, to carry out practices prohibited under applicable AI regulation (including the practices prohibited by Regulation (EU) 2024/1689, the EU AI Act), and you must not deploy systems built on the Platform in high-risk or otherwise regulated contexts unless you comply with all requirements applicable to you as the provider or deployer of those systems. You are responsible for any disclosure, transparency, marking or human-oversight obligations that apply to your use of AI systems with your own end users.

12.3. We may suspend or terminate access, remove content, and take other appropriate measures in case of a breach of this Section, without prejudice to other legal rights, as further described in Section 22.4.

13.1. The Platform may include modules such as agents and agent tooling (including Copilot); context resources such as policies, routines, macros, prompts and knowledge bases; connectors, model routing and integrations; infrastructure services, databases and secrets management; governance tooling including observability (sessions, traces and observations), analytics, logs and reports; and improvement tooling including evaluators, scores, datasets and annotations. Module names and groupings may change as the Platform evolves. The features, allowances and limits included in your Plan are set out in the Service Description.

13.2. The hosting model applicable to your use of the Platform shall be as specified in your Order or SOW: (a) Multi-tenant cloud; or (b) Dedicated Virtual Private Cloud. Performance, security, and cost implications vary by model.

13.3. We may provide pre-release or experimental features (“Beta Features”). Beta Features are optional, may be subject to additional terms, may change or be discontinued, and are provided “as is.”

13.4. Subject to your compliance with these Terms and payment of all applicable fees, InteractiveAI grants you, for the duration of your subscription, a limited, non-exclusive, non-transferable, non-sublicensable right for your authorised users to access and use the Platform in accordance with your Order, the Service Description and the documentation, for your internal business purposes and, where your Plan or Order expressly permits, to provide your own products and services to your end users. Access is solely through the hosted environment provided by InteractiveAI (including via web application); you have no right to self-host, replicate, or deploy the Platform, InteractiveAI Materials, or any proprietary agent architectures in any other environment. Except where a restriction is prohibited by law, you must not, and must not permit any third party to: (a) sell, resell, rent, sublicense or provide the Platform on a service-bureau basis; (b) copy, modify, create derivative works of, reverse engineer, decompile or attempt to discover non-public source code, models, algorithms or components of the Platform; (c) circumvent usage limits or security controls; (d) share credentials other than with authorised users; (e) access the Platform by scraping or other unauthorised means; (f) conduct or publish benchmarks or security testing without our prior written consent; (g) remove proprietary notices; or (h) use the Platform to build a competing product or service.

14.1. As between the parties, you retain all rights in Client Data. To the extent permitted by applicable law, and as between the parties, InteractiveAI assigns to you any right, title and interest it may have in Output generated for you through your use of the Platform. This does not transfer any rights in InteractiveAI Materials, Third-Party Services or third-party materials included in Output. Given the nature of machine learning, Output may not be unique and the same or similar output may be generated for other users, and InteractiveAI does not represent that Output is protectable by intellectual property law or non-infringing. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, display, and use Client Data and Output only as necessary to provide, secure and support the Platform, to comply with law and to exercise our rights under these Terms.

14.2. You represent and warrant that you have obtained all rights and consents necessary for Client Data and that your provision and our processing of it will not violate law or third-party rights.

14.3. You are responsible for backing up Client Data; the Platform is not an archival service.

14.4. If you are a Business User, you accept that we may identify you by name and logo as a client in client lists, proposals, and investor materials, unless you opt out by written notice to us.

14.5. Traces and other operational data are retained for the period applicable to your Plan as stated in the Service Description. Data older than the applicable retention period ceases to be available in the Platform and may be permanently deleted, for active and frozen Accounts alike. Retention on termination of these Terms is governed by Section 22.5.

14.6. We may collect and use technical logs, telemetry, usage metrics and statistical data about the operation and use of the Platform (“Service Data”) to provide, secure, support, bill for and improve the Platform, provided that Service Data disclosed externally is aggregated or de-identified so that it does not identify you or any individual. You grant us a perpetual, irrevocable, royalty-free right to use feedback and suggestions without restriction or obligation.

15.1. InteractiveAI will use Client Data only to provide the Platform and will not use Client Data or Output to train any model made available to other customers without the Client’s prior written consent.

15.2. We implement commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client Data under our control, appropriate to the hosting model (multi-tenant cloud or dedicated VPC, as applicable to your Plan).

15.3. Where your use of the Platform involves the processing of personal data on your behalf, the terms of the Data Processing Agreement made available by InteractiveAI shall apply. The Data Processing Agreement is designed to ensure compliance with EU and UK General Data Protection Regulation (GDPR) requirements. Our processing of personal data relating to your account, billing and use of the Platform for our own purposes is described in our Privacy Policy.

15.4. Where Client is established in, or the processing of personal data is otherwise subject to the data protection laws of, a jurisdiction outside the European Economic Area and the United Kingdom (including, without limitation, the United States, Canada, Brazil, or other applicable jurisdictions), the parties shall supplement the Data Processing Agreement with such additional terms as may be required to ensure compliance with applicable local data protection laws.

15.5. InteractiveAI shall not transfer personal data outside the European Economic Area or the United Kingdom unless: (a) the recipient country benefits from an adequacy decision; (b) appropriate safeguards are in place (including EU Standard Contractual Clauses or UK International Data Transfer Addendum); or (c) another valid transfer mechanism applies.

15.6. InteractiveAI shall notify Client without undue delay (and within 48 hours) upon becoming aware of a personal data breach affecting Client Data, providing sufficient detail to enable Client to meet its notification obligations.

16.1. LLM-based outputs can be non-deterministic and may contain errors, bias, or unsafe content. Output is generated by probabilistic systems and is not verified by InteractiveAI. You are responsible for reviewing, validating, and appropriately using Output before relying on it or deploying it, implementing human-in-the-loop review where appropriate, and setting guardrails including fallback logic and escalation thresholds.

16.2. The Platform may offer evaluators, scores, and monitoring to help assess quality, latency, and cost, but you remain responsible for your use cases and compliance obligations. Output does not constitute professional advice.

17.1. Each Party retains all right, title, and interest in and to its pre-existing and independently developed intellectual property, including without limitation InteractiveAI’s platform, software, models, templates, tools, frameworks, prompts, evaluators, datasets, documentation, and methodologies (“InteractiveAI Materials”), and Client’s pre-existing data, content, and internal materials. No license is granted except as expressly stated herein.

17.2. Subject to Client’s payment of all applicable fees, Client shall own all right, title, and interest in and to the Deliverables developed by InteractiveAI specifically for Client, including without limitation custom configurations, workflows, prompts, templates, dashboards, and documentation created specifically for Client’s use cases (“Client-Owned Deliverables”).

17.3. Notwithstanding the foregoing, InteractiveAI retains all right, title, and interest in and to any pre-existing frameworks, models, evaluators, templates, tools, methodologies, and other InteractiveAI Materials incorporated in or used to develop the Client-Owned Deliverables (“Embedded InteractiveAI Materials”).

17.4. Any datasets generated from the Client-Owned Deliverables or derived from Client’s use of the solution and Client’s business activity (“Client-Generated Datasets”) shall be owned exclusively by Client. For the avoidance of doubt, pre-built evaluators, templates, or standard resources available on the InteractiveAI Platform prior to the commencement of the Implementation Services remain InteractiveAI Materials.

17.5. To support Client’s operational flexibility, Client shall have the right to leverage and build upon any Deliverables, configurations, integrations, and Client-Specific Customisations developed under these Terms to create additional use cases or solutions within the InteractiveAI Platform. Client’s access to and use of the InteractiveAI Platform shall be solely through the hosted environment provided by InteractiveAI, and Client shall have no right to self-host, replicate, or deploy the InteractiveAI Platform, InteractiveAI Materials, or any proprietary agent architectures in any environment other than those provided by InteractiveAI.

18.1. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely for the purpose of performing under these Terms and for no other purpose; (b) protect such Confidential Information using at least the degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable standard of care; and (c) promptly notify the Disclosing Party upon becoming aware of any unauthorised use or disclosure of Confidential Information.

18.2. The Receiving Party may disclose Confidential Information only to its and its affiliates’ directors, officers, employees, contractors, and professional advisors who have a strict need to know such information for the permitted purpose, provided that such persons are bound by written obligations of confidentiality and restricted use no less protective than those set forth in this Clause 18.

18.3. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of these Terms by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.

18.4. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party may do so, provided that (to the extent legally permissible) it gives the Disclosing Party prompt written notice, discloses only that portion of the Confidential Information that is legally required, and reasonably cooperates in seeking confidential or protective treatment.

18.5. Upon the Disclosing Party’s written request or upon termination or expiration of these Terms, the Receiving Party will promptly return or destroy all copies of Confidential Information in its possession or control, except that the Receiving Party may retain: (a) copies in routine backup archives, which shall remain subject to this Clause 18; and (b) one archival copy solely for evidentiary and compliance purposes.

18.6. The parties acknowledge that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief to prevent or curtail any threatened or actual breach of this Clause 18.

18.7. The obligations in this Clause 18 survive termination or expiration of these Terms for five (5) years thereafter; provided, however, that trade secrets will be protected for so long as such information remains a trade secret under applicable law.

19.1. Each party represents and warrants that it has the power and authority to enter into and perform its obligations under these Terms.

19.2. Except as expressly provided, the Platform and any Output are provided “as is.” InteractiveAI does not warrant that the Platform will be error-free, uninterrupted, or compliant with all Client-specific regulatory regimes.

19.3. To the maximum extent permitted by law, InteractiveAI disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

19.4. Sections 19.2 and 19.3 do not affect the statutory rights of Consumers described in Section 11.4, which apply notwithstanding anything else in this Section 19.

20.1. Subject to Sections 20.3 to 20.5, each party’s aggregate liability arising out of or related to these Terms, all Orders, SOWs and the Data Processing Agreement, taken together, shall not exceed the total fees actually paid or payable by Client during the twelve (12) months preceding the first event giving rise to liability. Where the Platform is provided free of charge (including trials), InteractiveAI’s aggregate liability shall not exceed EUR 100.

20.2. Neither party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, or the cost of substitute services, even if advised of the possibility.

20.3. InteractiveAI’s aggregate liability for (a) breach of its confidentiality or data protection obligations and (b) its indemnity under Section 21.1 shall not exceed two (2) times the cap in Section 20.1.

20.4. The limitations in this Section 20 do not apply to Client’s payment obligations, Client’s indemnification obligations under Section 21.2, or either party’s fraud, fraudulent misrepresentation or wilful misconduct, and nothing in these Terms excludes or limits liability for death or personal injury caused by negligence or any other liability that cannot be excluded or limited under applicable law.

20.5. If you are a Consumer, Sections 20.1 to 20.3 apply to you only to the extent permitted by the mandatory law of your country of habitual residence; we remain liable for loss that is a reasonably foreseeable result of our breach of these Terms or of our failure to use reasonable care and skill, and your statutory rights and remedies are unaffected.

21.1. InteractiveAI will defend Client against third-party claims alleging that the Platform (excluding Client Data, Client instructions, or Third-Party Services) directly infringes a third party’s intellectual property rights. InteractiveAI may, at its option, procure rights, modify the Platform, or replace it to avoid infringement; if not commercially feasible, InteractiveAI may terminate access and refund prepaid, unused fees.

21.2. If you are a Business User, you agree to defend, indemnify, and hold harmless InteractiveAI and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Client Data; (b) your use or provision of Third-Party Services; (c) your breach of law or these Terms; or (d) your misuse of AI/LLM outputs. This Section 21.2 does not apply to Consumers, whose liability for breach is governed by applicable law.

21.3. The indemnifying party’s obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting the indemnifying party sole control over defence and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without consent); and (c) providing reasonable cooperation at the indemnifying party’s expense.

21.4. InteractiveAI’s indemnity under Clause 21.1 does not apply to claims arising from: (a) combinations or modifications not provided by InteractiveAI; (b) use after InteractiveAI notifies Client to cease following a replacement or modification; or (c) Client Data or Third-Party Services.

22.1. These Terms commence on the Effective Date and continue until terminated as provided herein. Each Order or SOW shall have the term stated therein. Self-serve subscriptions run and renew as described in Section 5 and are cancelled as described in Section 9.

22.2. You may cancel a self-serve subscription as set out in Section 9. Neither party may terminate a Signed Agreement, fixed-term Order or SOW for convenience unless that document expressly permits it. InteractiveAI may discontinue a self-serve Plan, or terminate these Terms where no Signed Agreement or fixed-term Order remains in force, on at least thirty (30) days’ written notice; if it does so for reasons other than your breach, the refunds in Section 10.3 apply. Either party may terminate these Terms on written notice if the other becomes insolvent, enters liquidation, receivership or examinership, or makes a general assignment for the benefit of creditors.

22.3. Either party may terminate these Terms or any Order upon written notice if the other party materially breaches and fails to cure within thirty (30) days after written notice describing the breach.

22.4. We may suspend or limit your access to the Platform immediately and without prior notice if we detect or reasonably suspect: (a) a security risk; (b) fraudulent or unauthorised use; (c) you exceed Plan limits in a manner that risks Platform stability; (d) you fail to timely pay applicable fees; or (e) you breach these Terms (including Section 12). Where practicable and not prohibited by law, we will provide notice of any suspension and the reasons therefor, and we will limit the suspension to what is proportionate to the circumstances.

22.5. Upon termination or expiration of these Terms or any Order: (a) your right to use the Platform ceases immediately; (b) all fees due and payable through the termination date become immediately due; (c) licences granted herein will terminate except as expressly stated; (d) upon your request and subject to our standard retention schedules, we will delete or return Client Data within a reasonable period (not to exceed sixty (60) days), except where retention is required by applicable law or for legitimate compliance or evidentiary purposes; (e) each party will, upon request, return or destroy the other party’s Confidential Information, subject to the archival rights set out in Clause 18.5; and (f) the following provisions shall survive termination or expiration: Clauses 1 (Definitions), 14 (Client Data and Output), 15 (Data Protection), 17 (Intellectual Property), 18 (Confidentiality), 19 (Warranties and Disclaimers), 20 (Limitation of Liability), 21 (Indemnification), 22.5 (Effect of Termination), 23 (Sanctions) and 27 (Governing Law and Disputes). For the avoidance of doubt, cancellation of a subscription with the Account remaining in the frozen state under Section 9 is not a termination of these Terms.

You represent that you are not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that you are not a restricted party. You will comply with applicable export control and sanctions laws in connection with access to and use of the Platform and with respect to Client Data. You will not allow access to the Platform or use of LLMs in violation of such laws.

24.1. We may update the Platform, including features, modules, and interfaces, from time to time, provided that we will not materially degrade the core functionality of your paid Plan during a paid cycle.

24.2. We may change Plan fees, included allowances, usage rates and other elements of the Service Description with at least thirty (30) days’ notice, given by email or within the Platform. Changes to recurring platform fees take effect for you at your next renewal after the notice period. Changes to usage and top-up rates take effect for consumption after the effective date stated in the notice. Pricing under a Signed Agreement is governed by that agreement.

24.3. We may modify these Terms. If a change materially affects your rights or obligations, we will give you at least thirty (30) days’ notice by email or within the Platform before it takes effect, and the change will apply to your existing subscription no earlier than your next renewal after the notice period. Non-material changes, and changes required to comply with law, may take effect on posting. If you do not agree to a change, you may cancel under Section 9 before the change takes effect; continued use after the effective date constitutes acceptance.

25.1. Third-Party Services are not controlled by InteractiveAI and may be modified, suspended or discontinued by their providers at any time. Except as expressly stated in an applicable Order, InteractiveAI is not responsible for the availability, security, functionality, acts or omissions of Third-Party Services or for changes to their terms or pricing, and InteractiveAI may replace or discontinue an integration where reasonably necessary.

25.2. Your use of Third-Party Services is subject to the terms and conditions of the relevant third-party provider, including the usage policies of third-party model providers whose models you access through the Platform. You are responsible for ensuring that your use of Third-Party Services complies with all applicable laws and the terms of such third-party providers.

Where Client has entered into a separate Implementation Agreement with InteractiveAI, access to the Platform in connection with such implementation services shall be governed by these Terms, and the implementation services themselves shall be governed by the Implementation Agreement. Unless otherwise agreed in the applicable Signed Agreement or SOW, implementation and professional services are charged at the rates stated in the applicable Order or the Service Description and invoiced monthly in arrears. In the event of conflict between these Terms and an Implementation Agreement, the Implementation Agreement shall prevail solely with respect to the implementation services and any related SOW.

27.1. These Terms are governed by the laws of Ireland, excluding its conflict-of-laws rules.

27.2. For Business Users, the courts of Dublin, Ireland have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably submits to such jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect Confidential Information or intellectual property.

27.3. If you are a Consumer, the choice of Irish law does not deprive you of the protection of provisions that cannot be derogated from by agreement under the law of your country of habitual residence, and you may bring proceedings in the courts of that country or of Ireland; proceedings against you may be brought only in the courts of your country of habitual residence. Section 11.5 describes our complaints process and alternative dispute resolution options.

All notices will be in writing and delivered by hand, courier, or email to the addresses associated with your Account or as otherwise specified by InteractiveAI. You may send notices to legal@interactive.ai or to our registered office address specified above. Notices are deemed given when sent by email without bounce-back to a monitored address or upon delivery by courier.

29.1. The parties are independent contractors; these Terms do not create any partnership, joint venture, or agency.

29.2. You may not assign these Terms or any Order without our prior written consent, not to be unreasonably withheld. We may assign these Terms and any Order to an affiliate or in connection with a merger, reorganisation, financing, acquisition, or sale of all or substantially all of the relevant business or assets, on written notice to you. Any attempted assignment in breach of this Section is void; these Terms bind permitted successors and assigns.

29.3. If any provision is unenforceable, the remainder remains in effect, and the provision will be enforced to the maximum extent permissible.

29.4. No waiver is effective unless in writing and no waiver constitutes a continuing waiver unless expressly stated.

29.5. Neither party is liable for delays or failures due to events beyond reasonable control, provided reasonable efforts are used to mitigate.

29.6. These Terms, together with any Order, SOW, Signed Agreement, and Data Processing Agreement, constitute the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous agreements. In the event of conflict, the order of precedence in Section 2 applies. This Section does not exclude liability for fraudulent misrepresentation and does not limit the statutory rights of Consumers. Any additional or inconsistent term in a purchase order, supplier portal or similar document you issue is rejected and has no effect, even if the document is acknowledged or processed.

If you have questions about these Terms, please contact us: