Terms of service.

01Definitions

For purposes of this Agreement:

• "Agreement" means these Terms together with any Order Form, Data Processing Addendum, and Statement of Work executed between the parties.
• "Authorised User" means an individual you authorise to use the Service under your credentials and for whom you are responsible.
• "Customer Data" means any data, content, information, or material you or your Authorised Users route through, submit to, or generate within the Service.
• "DPA" means a Data Processing Addendum executed between the parties, which governs processing of personal data.
• "Order Form" means a Kaiva-issued ordering document that references and incorporates these Terms.
• "Service" means the Kaiva Agent Platform, including the control plane, impact ledger, API, and hosted components as described in the Order Form.
• "Subscription Term" means the period of your right to use the Service, as set out on the Order Form.

02Acceptance & order

These Terms and Conditions govern your use of the Kaiva platform (“Service”, “Platform”). The legal entity you are contracting with is SLATEAI LIMITED, a company registered in England & Wales (Company No. 16601902), registered office Suite RA01, 195-197 Wood Street, London, E17 3NU, hereinafter referred to as “the Company”, “SLATEAI LIMITED”, “we”, “us”, or “our”. Kaiva is a trading name of SLATEAI LIMITED. If you do not agree to these Terms, do not use our Service.

2.1 Acceptance

You accept this Agreement by: (a) signing an Order Form that references these Terms; (b) our counter-signing a purchase order issued by you that references these Terms; or (c) first use of the Service, whichever is earlier.

2.2 Order of precedence

In the event of conflict between the documents comprising this Agreement, the following order applies (highest first): (i) any executed Statement of Work for specific services; (ii) any executed Data Processing Addendum; (iii) the Order Form; (iv) these Terms.

2.3 Purchase order terms

Pre-printed or electronic terms on purchase orders, vendor portals, or similar instruments issued by you are rejected and do not bind us unless expressly counter-signed by an authorised representative of SLATEAI LIMITED.

03The service

Subject to this Agreement, we grant you a non-exclusive, non-transferable, worldwide right to access and use the Service during the Subscription Term for your internal business purposes. This right is extendable to your Affiliates and Authorised Users under your responsibility.

3.1 Restrictions

You will not, and will not permit any Authorised User or third party to:

• use the Service to carry out any practice prohibited by Article 5 of the EU AI Act (Regulation (EU) 2024/1689) or any substantially equivalent UK legislation;
• benchmark the Service for publication without our prior written consent;
• reverse engineer, decompile, or disassemble the Service, except to the extent mandatory law prohibits this restriction;
• use the Service to build, develop, or support a competing agent orchestration or AI governance product;
• remove, obscure, or alter any proprietary notices in the Service.

3.2 Third-party AI providers

Our Service relies on third-party AI providers. We do not control these providers and are not responsible for:

• Their availability or performance
• Content filtering or moderation policies
• Rate limits or usage restrictions
• Changes to their models or capabilities

AI providers in our platform are subject to addition or removal at any time depending on platform requirements, strategic decisions, or provider availability. Kaiva does not guarantee the continuous availability of any specific AI model or provider. We reserve the right to add new providers or discontinue support for existing providers without prior notice, and users should not rely on the permanent availability of any particular AI model for critical operations.

04Your obligations

4.1 Appropriate use

You agree to use Kaiva only for lawful purposes and in accordance with these Terms. You must not:

• Generate content that violates laws or regulations
• Create harmful, abusive, or malicious content
• Attempt to reverse engineer or misuse the AI models
• Share account credentials or violate security measures
• Use the Service for automated or bulk requests without permission
• Disable or circumvent our analytics or tracking systems

4.2 Content responsibility

You are responsible for all content you input into the Service and any consequences of AI responses generated from your prompts. You are further responsible for: (a) policy and autonomy configuration; (b) lawfulness of the business process you automate; (c) consents from data subjects; (d) accurate billing information; and (e) credential security — notify us promptly of any suspected compromise.

05AI output disclaimers

5.1 No accuracy guarantees

AI responses may contain:

• Factual errors or inaccuracies
• Outdated information
• Biased or inappropriate content
• Hallucinated or fabricated information

5.2 Use at your own risk

You acknowledge that AI-generated content should be used with caution and critical evaluation. You are solely responsible for:

• Verifying information before acting upon it
• Evaluating the appropriateness of AI responses for your specific use case
• Any decisions made based on AI-generated content

5.3 Not professional advice

AI responses do not constitute professional advice of any kind, including but not limited to:

• Medical, legal, or financial advice
• Professional consultation or diagnosis
• Investment or business recommendations
• Technical specifications or safety instructions

06Privacy & data

6.1 Data collection

We collect and process data as described in our Privacy Policy, including:

• Account information and usage data
• Conversation history and AI interactions
• Technical information and analytics

6.2 Third-party processing

Your inputs may be processed by third-party AI providers subject to their respective privacy policies and terms of service.

6.3 Analytics and advertising

With your consent, we use third-party analytics and advertising services:

• Google Analytics: Tracks website usage and performance with anonymised data.
• Google Ads: Measures advertising effectiveness and enables targeted marketing.

These services are subject to their respective terms of service and privacy policies. You can withdraw consent at any time through our cookie settings.

6.4 Foundation model training

Kaiva does not use Customer Data to train foundation models. Inputs routed to third-party AI providers are subject to those providers' own terms; where enterprise no-training configurations are offered, we prefer them. We identify our current foundation-model providers in our Privacy Notice; the list is available on request.

07IP & feedback

7.1 Service ownership

Kaiva retains all rights to our platform, software, and proprietary technology.

7.2 AI-generated content

You retain rights to AI-generated content created through our Service, subject to the limitations and disclaimers herein. However, we do not guarantee the originality or intellectual property status of AI-generated content.

7.3 User content

You retain rights to content you input, but grant us necessary licences to provide the Service.

7.4 Feedback

If you provide us with feedback, suggestions, ideas, or recommendations regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and incorporate that feedback into the Service without obligation to you. Please do not include confidential information or trade secrets in feedback.

08Warranties

8.1 Our warranties

We warrant that: (a) we have the right and authority to enter this Agreement and to grant the rights granted hereunder; and (b) we will not knowingly introduce malicious code (including viruses, worms, trojan horses, or logic bombs) into the Service.

8.2 Disclaimer

09Indemnities

9.1 By us (IP)

We will defend you against, and pay amounts finally awarded against you in, any third-party claim alleging that the Service, as provided by us and used by you in accordance with this Agreement, infringes that third party's patent, copyright, or registered trade mark. If the Service becomes, or we believe it may become, subject to such a claim, we may at our option: (a) procure the right for you to continue using the Service; (b) modify the Service so that it no longer infringes while substantially preserving its functionality; or (c) terminate the affected portion of the Service and refund any prepaid and unused fees for the remainder of the Subscription Term. Our obligations under 9.1 do not apply to claims arising from: (i) Customer Data; (ii) your modifications to the Service; (iii) combination of the Service with items not supplied by us; (iv) use outside the intended purpose or in breach of this Agreement; or (v) open-source components you have selected. THIS IS OUR SOLE LIABILITY AND YOUR SOLE REMEDY FOR IP INFRINGEMENT.

9.2 By you

You will defend us against, and pay amounts finally awarded against us in, any third-party claim arising from: (i) Customer Data; (ii) your material breach of this Agreement (including Section 3 Restrictions and Section 4 Your Obligations); or (iii) your misuse of the Service in violation of law.

9.3 Procedure

The indemnifying party's obligations are conditional on: prompt written notice of the claim; sole control of defence and settlement (except that no settlement requiring payment, admission of fault, or non-monetary obligation by the indemnified party may be entered without that party's consent, not to be unreasonably withheld); and reasonable cooperation at the indemnifying party's expense.

10Limitation of liability

10.1 Limitation of damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIVA SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, or consequential damages
• Damages resulting from AI-generated content or decisions based thereon
• Loss of data, profits, or business opportunities
• Service interruptions or technical failures

10.2 Maximum liability

Subject to 10.3, our total aggregate liability to you for all claims arising out of or in connection with this Agreement shall not exceed the fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the first such claim.

10.3 Carveouts

The cap in 10.2 does not apply to: (a) either party's indemnification obligations; (b) fraud, wilful misconduct, or gross negligence; (c) your obligation to pay fees; (d) infringement of the other party's intellectual property rights; or (e) any liability that cannot be excluded or limited under applicable law, including under Article 82 of the UK/EU General Data Protection Regulation, sections 2(1) and 2(2) of the Unfair Contract Terms Act 1977, and death or personal injury caused by negligence.

11Service availability

11.1 Uptime

While we strive for high availability, we do not guarantee uninterrupted service. AI providers may experience downtime or rate limiting outside our control. Any negotiated uptime commitment and associated remedies will be set out on the Order Form.

11.2 Modifications

We reserve the right to modify, suspend, or discontinue the Service at any time with or without notice.

12Term & termination

12.1 Termination by you

You may terminate your account at any time through your account settings.

12.2 Termination by us

We may terminate this Agreement: (a) for your material breach not cured within thirty (30) days following our written notice specifying the breach; or (b) immediately on your insolvency, appointment of a receiver or administrator, or analogous proceeding.

12.3 Effect of termination

Upon termination, your right to use the Service ceases immediately. Fees accrued before termination remain payable. Customer Data is available for export on reasonable request in accordance with our data-retention policy. Sections that by their nature should survive (including Definitions, IP, Warranty Disclaimers, Indemnities, Limitation of Liability, Law & Disputes, and Miscellaneous) will survive termination.

13Law & disputes

13.1 Governing law

This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute resolution

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through written notice and negotiation for a period of thirty (30) days. Any dispute not so resolved is subject to the exclusive jurisdiction of the competent courts of England and Wales, with proceedings conducted in the English language. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Neither party may participate in any class action or class arbitration against the other.

14Miscellaneous

14.1 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign without consent to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice to the other party.

14.2 Notices

Notices under this Agreement must be in writing and are effective when delivered by email to the other party's registered contact, or by registered post to: SLATEAI LIMITED, Suite RA01, 195-197 Wood Street, London, E17 3NU, United Kingdom.

14.3 Entire agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings.

14.4 Severability

If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect. The unenforceable provision will be reformed to the minimum extent needed to make it enforceable.

14.5 No waiver

A party's failure to enforce any provision of this Agreement is not a waiver of that or any other provision.

14.6 Force majeure

Neither party is liable for delays or failures due to circumstances beyond its reasonable control (excluding payment obligations).

14.7 Export controls

The Service may be subject to export control laws. You agree to comply with all applicable regulations, including sanctions and export restrictions of the UK, EU, and United States.

14.8 Language

This Agreement is executed in English. Any translation provided is for convenience only; the English version controls.

14.9 Changes to terms

We reserve the right to modify these Terms at any time. Material changes will be communicated through the Service or via email. Continued use after changes constitutes acceptance of the new Terms.

By using Kaiva, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.