Terms of Service

1. Definitions

In these Terms, the following definitions apply:

"Agreement" means these Terms of Service together with any Order Form, the Privacy Policy, and (where applicable) a Master Services Agreement and Data Processing Addendum entered into between the Customer and Autara.

"Autara" means Autara Ltd, incorporated in England and Wales (company number 16680749), with registered office at 124 City Road, London, United Kingdom, EC1V 2NX.

"Account" means the account created by a User or Customer to access the Service.

"Content" means any data, text, files, images, documents, or other materials uploaded to or processed through the Service by a User or Customer.

"Customer" or "Subscriber" means the entity or individual holding a paid subscription to the Service, or the entity on whose behalf an Account has been created.

"Service" means the AIOS platform, including all features, interfaces, APIs, and associated documentation, made available by Autara via autara.co or any successor URL.

"User" means any individual who accesses the Service under a Customer's Account, including invited team members and the Customer's designated administrators.

2. Acceptance of terms

By creating an Account, clicking "I agree" or similar confirmation, or accessing or using the Service, a User or Customer confirms that they have read, understood, and agreed to be bound by these Terms.

Users or Customers who do not agree to these Terms may not create an Account or access the Service.

The Service is intended for adults. By accepting these Terms, a User confirms that they are aged 18 or older, or the legal age of majority in their jurisdiction if that age is higher.

Where a User accepts these Terms on behalf of a business or other legal entity, that User represents and warrants that they have authority to bind that entity to these Terms. References to "Customer" in these Terms in the context of a business account refer to the entity; references to "User" refer to the individual acting on behalf of that entity.

3. Account registration and security

To access the Service, Users must register an Account by providing accurate, current, and complete information. Users must keep their Account information up to date.

Each Account is personal to the individual User. Users must not share their login credentials with any other person. Business Customers may include multiple Users under a single Customer subscription, as set out in the relevant Order Form or subscription plan.

Users are responsible for maintaining the confidentiality of their login credentials and for all activity that occurs under their Account. Autara is not liable for any loss or damage arising from unauthorised use of an Account where the User has failed to keep their credentials secure.

If a User suspects that their Account has been accessed without authorisation, they must notify Autara immediately by email to legal@autara.co.

4. Subscription and payment

The Service is available on subscription plans as described on the pricing page at autara.co/pricing or as set out in an applicable Order Form. Pricing is not fixed in these Terms and may be updated in accordance with Section 12.

Subscriptions are billed in advance on a monthly or annual basis, as selected by the Customer at the time of purchase. Autara uses Stripe to process payments. By providing payment details, the Customer authorises Autara to charge the applicable subscription fees on the relevant billing cycle.

If payment fails, Autara will notify the Customer and may suspend access to the Service until payment is brought up to date. If payment remains outstanding for more than 14 days after the due date, Autara may terminate the Customer's subscription in accordance with Section 11.

The Customer may cancel their subscription at any time through the Account settings or by written notice to legal@autara.co. Cancellation takes effect at the end of the current billing period. Autara does not provide refunds for unused periods of a prepaid subscription unless required by applicable law.

For enterprise Customers on an annual contract, payment terms and any agreed pricing are as set out in the applicable Order Form.

5. Acceptable use

Users must use the Service only for lawful purposes and in accordance with these Terms.

Without limitation, users must not:

(a) use the Service for any illegal or unlawful purpose;

(b) upload, process, or submit any of the following categories of data to the Service unless Autara has separately agreed in writing to support that processing:

• special category personal data as defined in UK GDPR Article 9 (including health data, biometric data, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, and data concerning sex life or sexual orientation);
• personal data relating to criminal offences or convictions under UK GDPR Article 10;
• personal data relating to children under the age of 18; or
• financial vulnerability data or consumer credit information;

(c) attempt to circumvent any security measure, access control, or rate limit applied to the Service;

(d) scrape, harvest, or bulk-extract data from the Service by automated means without Autara's prior written consent;

(e) resell, sublicence, or otherwise provide access to the Service to third parties without Autara's prior written consent; or

(f) use the Service in a way that materially impairs its performance or availability for other users.

Autara may suspend or terminate access to the Service where a user breaches these Terms, in accordance with Section 11.

6. Intellectual property

All rights in the Service, including the platform software, infrastructure, interfaces, algorithms, documentation, and all other materials created by or licensed to Autara, are owned by or licensed to Autara. Nothing in these Terms transfers any ownership of Autara's intellectual property to the Customer or any User.

The Customer and its Users retain ownership of all Content uploaded to or processed through the Service. By submitting Content to the Service, the Customer grants Autara a limited, non-exclusive, royalty-free licence to process, store, and use that Content solely for the purpose of providing the Service to the Customer. Autara will not use Customer Content for any other purpose without a separate written agreement.

Where the Customer provides feedback, suggestions, or ideas about the Service, the Customer acknowledges that Autara may use such feedback freely and without obligation, including for the purpose of developing or improving the Service.

7. Data and privacy

Autara processes personal data relating to users and account administrators in accordance with the Privacy Policy at autara.co/legal/privacy.

For business customers who use the Service to process personal data on behalf of the customer, Autara acts as a data processor and the customer acts as the data controller. This processing relationship is governed by the Data Processing Addendum, which forms part of the commercial agreement between Autara and the customer.

Customers are responsible for ensuring that they have a lawful basis for any personal data they submit to the Service and that their use of the Service complies with applicable data protection law, including the restriction on prohibited data categories in Section 5(b) above.

8. Availability and service levels

Autara will use reasonable efforts to make the Service available and will aim to minimise planned and unplanned downtime. Where applicable, service level commitments are as set out in the SLA documentation referenced in the Customer's Order Form or MSA.

Autara may suspend access to the Service for scheduled maintenance, emergency maintenance, or platform upgrades. Where reasonably practicable, Autara will give advance notice of planned maintenance through in-product notification or email.

The Service is provided as a hosted cloud platform. Autara does not warrant that the Service will be uninterrupted, error-free, or available at all times.

9. Limitation of liability

To the fullest extent permitted by applicable law, Autara's total aggregate liability to the Customer arising out of or in connection with these Terms or the use of the Service (whether in contract, tort, negligence, or otherwise) shall not exceed the total fees paid by the Customer to Autara in the 12 months immediately preceding the event giving rise to the claim.

To the fullest extent permitted by applicable law, Autara shall not be liable to the Customer for any indirect, consequential, incidental, special, or punitive loss or damage, including loss of profits, loss of revenue, loss of business, loss of anticipated savings, or loss or corruption of data, arising out of or in connection with these Terms or the use of the Service.

Nothing in these Terms limits or excludes either party's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded under applicable English law.

Where the Customer is an individual consumer (not a business), nothing in these Terms affects the Customer's statutory rights under the Consumer Rights Act 2015 or other applicable consumer protection legislation.

10. Warranties and disclaimers

Autara warrants that it will provide the Service with reasonable care and skill and that the Service will materially conform to its published description at autara.co as updated from time to time.

Except as expressly set out in this Section, to the fullest extent permitted by applicable law, the Service is provided on an "as is" basis and Autara makes no representations or warranties of any kind, express or implied, regarding the Service.

Where the Service includes AI-assisted features, any outputs generated by those features are provided for reference and assistance only and do not constitute professional advice of any kind, including legal, financial, medical, or regulatory advice. Customers and Users are responsible for verifying AI outputs independently before relying on or acting on them.

11. Termination

11.1 Termination by the customer

The customer may terminate these Terms at any time by closing their account through the account settings or by giving written notice to legal@autara.co. Where the customer is on a paid subscription, termination takes effect at the end of the current billing period unless Autara agrees otherwise in writing.

11.2 Termination by Autara

Autara may suspend or terminate the customer's account and access to the Service:

(a) immediately, without notice, where the customer has breached Section 5 in a way that puts other users, third parties, or Autara's platform at risk;

(b) on 30 days' written notice, where the customer is in material breach of these Terms and has failed to remedy the breach within 14 days of receiving written notice from Autara; or

(c) on 30 days' written notice for any other reason, at Autara's discretion.

11.3 Customer data on termination

Following termination, the customer may export their data from the Service during a 30-day grace period. After that period, Autara will delete the customer's data in accordance with its Data Retention Standard.

11.4 Survival

Sections 6 (Intellectual property), 9 (Limitation of liability), 10 (Warranties and disclaimers), 13 (Governing law), and 14 (General) survive termination of these Terms.

12. Changes to terms

Autara may update these Terms from time to time to reflect changes in the Service, applicable law, or Autara's business operations.

Where Autara makes a material change to these Terms, it will notify Customers by email or through an in-product notice at least 30 days before the change takes effect.

If a Customer does not accept revised Terms, they must stop using the Service and close their Account before the revised Terms take effect. Continued use of the Service after the effective date of revised Terms constitutes acceptance of the revised Terms.

13. Governing law and disputes

These Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Where the Customer is an individual consumer resident in another jurisdiction, nothing in this Section affects any rights the Customer may have under the mandatory provisions of the law of their country of residence.

Autara encourages Customers to contact legal@autara.co in the first instance to seek informal resolution of any dispute before commencing formal legal proceedings.

14. General

Entire agreement: These Terms (together with any applicable Order Form, Privacy Policy, MSA, and DPA) constitute the entire agreement between the parties with respect to the Service and supersede all prior representations, agreements, and understandings relating to the same subject matter.

Severability: If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be severed from the remainder of the Terms, which shall continue in full force and effect.

Waiver: Failure by either party to enforce any right or provision under these Terms on one occasion shall not constitute a waiver of that right or provision on any future occasion.

Assignment: Autara may assign its rights and obligations under these Terms to an affiliate or successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, without the Customer's prior consent. The Customer may not assign its rights or obligations under these Terms without Autara's prior written consent.

Notices: Legal notices to Autara must be sent by email to legal@autara.co or by post to the registered address in Section 15. Notices to Customers will be sent to the email address associated with their Account.

15. Contact

Autara Ltd

124 City Road

London

United Kingdom

EC1V 2NX

Email: legal@autara.co