Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "Client", or "you") and Complaix Ltd ("Complaix", "we", "us", or "our"), governing your access to and use of our website, platform, and advisory services.

By clicking "I agree", creating an account, accessing our platform, or engaging our advisory services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation.

Complaix provides the following services:

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will not be liable for any modification, suspension, or discontinuation of services.

To use our services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• If acting on behalf of an organisation, have the authority to bind that organisation
• Not be located in a jurisdiction where our services are prohibited by law
• Not be subject to sanctions or export control restrictions

When you create an account or access our platform, you are responsible for:

• Providing accurate, complete, and current registration information
• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorised access or security breach
• Ensuring your account is used only by authorised personnel within your organisation

We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or pose a security risk.

You agree to use our services only for lawful purposes and in accordance with these Terms. Acceptable use includes:

• Using our platform to manage and govern AI systems within your organisation
• Accessing assessment tools to evaluate your AI governance maturity
• Engaging with advisory services to improve compliance and accountability
• Downloading reports and documentation for internal business purposes
• Sharing platform access with authorised members of your organisation

You must not use our services to:

Violation of these prohibitions may result in immediate termination of your account and may expose you to legal liability.

All content, software, technology, frameworks, methodologies, and materials provided through our services, including but not limited to the AI Surface Mapping, Decision Accountability, Operational AI Governance, AI Exposure Scoring, and Accountability Maturity frameworks, are the exclusive intellectual property of Complaix Ltd and are protected by copyright, trademark, and other applicable laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use our services for your internal business purposes during the term of your agreement. This licence does not include the right to:

• Copy, reproduce, or distribute our content or methodologies
• Create derivative works based on our intellectual property
• Use our trademarks, logos, or brand assets without written permission
• Remove or alter any proprietary notices or labels

You retain ownership of all data you submit to our platform. By submitting data, you grant us a limited licence to process it solely for the purpose of providing our services.

Both parties agree to maintain the confidentiality of the other party's proprietary information, trade secrets, and business data disclosed in connection with the services ("Confidential Information"). Each party agrees to:

• Use Confidential Information only for the purposes of the services
• Protect Confidential Information with at least the same degree of care used for its own confidential information
• Not disclose Confidential Information to third parties without prior written consent
• Notify the other party promptly of any unauthorised disclosure

These obligations survive termination of the agreement for a period of five (5) years.

Both parties agree to comply with all applicable data protection laws, including UK GDPR and EU GDPR. Our processing of personal data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA).

For enterprise clients, we offer a formal DPA that governs our role as a data processor. Please contact [email protected] to request a DPA.

Fees for our services are as set out in your service agreement or as displayed on our pricing page. Unless otherwise agreed:

• All fees are quoted in GBP (£) and are exclusive of VAT unless stated otherwise
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 8% above the Bank of England base rate
• Subscription fees are billed in advance and are non-refundable except as required by law
• We reserve the right to suspend access for overdue accounts after reasonable notice
• Price changes will be communicated with at least 30 days' notice

Our services are provided to assist with AI governance and compliance. You acknowledge that:

• Our assessments and recommendations are advisory in nature and do not constitute legal advice
• Compliance with AI regulations remains your organisation's responsibility
• Our platform may experience scheduled or unscheduled downtime for maintenance
• We target 99.5% uptime for the platform but do not guarantee uninterrupted service
• Assessment results are based on information you provide and may not reflect all risks
• Regulatory requirements may change and our content may not always reflect the latest updates immediately

We will use commercially reasonable efforts to provide reliable, accurate, and up-to-date services but cannot guarantee that our services will meet all your specific requirements.

To the maximum extent permitted by applicable law:

• Our total aggregate liability to you for any claims arising under or in connection with these Terms shall not exceed the total fees paid by you to us in the twelve (12) months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill.
• We shall not be liable for any regulatory fines, penalties, or enforcement actions taken against your organisation.
• These limitations apply regardless of the form of action, whether in contract, tort, negligence, or otherwise.

Nothing in these Terms limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

You agree to indemnify, defend, and hold harmless Complaix Ltd and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of our services in violation of these Terms
• Your violation of any applicable law or third-party rights
• Any data you submit to our platform
• Your organisation's AI governance decisions or regulatory non-compliance

Either party may terminate the service agreement:

• For convenience: With 30 days' written notice (or as specified in your service agreement)
• For cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 14 days of notice
• By Complaix: Immediately if you violate the prohibited activities in Section 6, become insolvent, or engage in fraudulent activity

Upon termination, your access to the platform will be revoked. You may request an export of your data within 30 days of termination, after which it will be deleted in accordance with our data retention policy.

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

For clients in the European Union, mandatory consumer protection provisions of your country of residence may also apply. Nothing in these Terms affects your statutory rights.

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Notify registered users by email at least 30 days before changes take effect
• Display a prominent notice on our website

Your continued use of our services after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using our services before the effective date.

For questions about these Terms, legal notices, or to request a Data Processing Agreement, please contact our legal team: