1. Agreement to these terms
These Terms of Service (the "Terms") constitute a binding agreement between you, the customer, and QED Ltd, a company registered in England and Wales ("QED Ltd", "we", "us" or "our"), governing your access to and use of ARIA and any associated websites, applications, features and documentation (together, the "Service").
By accessing, registering for, or using the Service, you confirm that you have read, understood and agree to be bound by these Terms and by any documents incorporated by reference. If you are accepting these Terms on behalf of a company, organisation or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case "you" and "Customer" refer to that entity.
If you do not agree to these Terms, you must not access or use the Service.
2. Definitions
In these Terms, the following capitalised words have the meanings set out below.
- Service means the ARIA conversational AI platform and all related software, features, interfaces, application programming interfaces and Documentation made available by QED Ltd.
- Customer means the individual or entity that registers for, subscribes to, or uses the Service, and on whose behalf these Terms are accepted.
- User means any individual who accesses or uses the Service under the Customer's account, including the Customer's employees, contractors and authorised agents.
- Customer Content means any content, data, documents, materials, text, prompts or other information that the Customer or its Users connect to, upload to, or submit through the Service.
- Output means the responses, answers, summaries, insights and other content generated by the Service in response to Customer Content or User input.
- Order means an order, online sign-up flow or order form through which the Customer subscribes to a plan or purchases the Service.
- Subscription means the Customer's right to access and use the Service for the plan and term selected in an Order.
- Documentation means the user guides, technical materials and policies that QED Ltd makes available describing the Service.
- Fees means the amounts payable by the Customer for the Subscription or other elements of the Service, as set out in the applicable Order or pricing page.
3. The service and changes
ARIA enables the Customer to turn its existing content into a conversational experience, including on-site chat, voice interactions, answer-engine optimisation insight and the GapRadar capability. The specific features available to the Customer depend on the plan selected and the Documentation in effect from time to time.
We are continually improving the Service. We may add, update, modify or remove features, functionality or components of the Service at any time. We will use commercially reasonable efforts not to materially reduce the core functionality of a paid plan during a paid Subscription term.
Where we decide to deprecate or discontinue a material feature, we will provide reasonable advance notice through the Service, by email, or by another appropriate means, except where a change is required for legal, security or operational reasons.
4. Eligibility and accounts
To use the Service, you must be at least 18 years old, or the age of legal majority in your jurisdiction, and have the legal capacity and authority to enter into these Terms. By using the Service you represent and warrant that you meet these requirements.
When you register for an account, you agree to provide accurate, current and complete information and to keep that information up to date. You are responsible for your account, your account credentials, and all activity that occurs under your account, whether or not authorised by you.
You must keep your credentials confidential and must not share them with unauthorised persons. You agree to notify us promptly at legal@qedcode.io if you become aware of any unauthorised access to or use of your account or any other breach of security.
5. Plans, trials, billing and renewal
Trials and free usage
- Paid plans include a 15-day free trial. At the end of the trial, unless you cancel beforehand, your Subscription will begin and the applicable Fees will become payable.
- The Starter plan is free for the first 100 conversations in each calendar month. Once that allowance is exceeded in a given month, usage is billed at the then-current Starter rate.
Billing, pricing and taxes
- You may choose monthly or yearly billing. Yearly billing is discounted by 20% compared with the equivalent monthly rate.
- Prices are shown and charged in GBP. The amount applicable to your Subscription will be set out at checkout.
- Fees are exclusive of taxes, levies and duties (including VAT and sales tax). You are responsible for all such taxes, other than taxes on QED Ltd's net income.
- You authorise us, and our payment processors, to charge the payment method on file for all Fees due. Late or failed payments may result in suspension or termination of access until amounts due are paid.
Renewal, changes and cancellation
- Subscriptions renew automatically for successive periods of the same length unless cancelled before the applicable renewal date.
- We may change prices for a renewal term. Where we do, we will give you reasonable notice before the change takes effect, and the new price will apply from the next renewal.
- Except where required by law, Fees are non-refundable and there are no refunds or credits for partial periods, unused allowances, or features not used.
- You may cancel your Subscription at any time through your account settings or by contacting us. On cancellation, your Subscription will continue until the end of the current paid period, after which access to paid features will end.
6. Free, trial and beta features
We may make free plans, trial access, previews, or beta or experimental features available from time to time. These are provided AS IS and AS AVAILABLE, for evaluation purposes, and may be changed, limited, suspended or withdrawn at any time without notice.
To the maximum extent permitted by law, free, trial and beta features are excluded from any service level commitments and from the warranties that might otherwise apply, and are used at your own risk.
7. Customer Content and licence
As between you and QED Ltd, you retain all ownership and intellectual property rights in your Customer Content. These Terms do not transfer ownership of Customer Content to us.
You grant QED Ltd a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit and display Customer Content, and to create Output from it, solely to the extent necessary to provide, maintain, secure and improve the Service and to carry out your instructions. This licence lasts for as long as you use the Service and for a reasonable period afterward to enable deletion or backup expiry.
You represent and warrant that you have all rights, licences, consents and permissions necessary to provide Customer Content and to grant the licence above, and that your Customer Content, and our use of it as permitted by these Terms, does not infringe any third-party rights or violate any applicable law.
8. Acceptable use
You agree not to, and not to permit any User or third party to, do any of the following in connection with the Service.
- Use the Service for any unlawful, infringing, harmful, deceptive, fraudulent or abusive purpose, or in violation of any applicable law or regulation.
- Upload, transmit or introduce any malware, viruses, malicious code, or other harmful or disruptive material.
- Attempt to gain unauthorised access to, breach, probe or test the security of the Service, or to access the accounts, data or tenants of other customers.
- Reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, models or underlying technology, except to the extent that such restriction is expressly prohibited by applicable law.
- Scrape, crawl, harvest or otherwise extract data from the Service other than through interfaces and means expressly permitted by us.
- Use the Service, or any Output, to develop, train or improve a product or service that competes with ARIA, or to build a competing model.
- Exceed, circumvent or interfere with any usage limits, quotas, rate limits or technical restrictions of the Service.
- Send spam, unsolicited communications, or otherwise misuse the Service to distribute unwanted content.
- Violate the privacy, intellectual property, or other rights of any person, or upload personal data without an appropriate lawful basis and necessary consents.
We may investigate suspected violations and may suspend or terminate access where we reasonably believe a violation has occurred.
9. AI outputs and acceptable reliance
The Service uses artificial intelligence to generate Output automatically. Because of the nature of generative AI, Output may be inaccurate, incomplete, out of date, or otherwise unsuitable for a particular purpose, and may not reflect current facts or events.
Output does not constitute professional advice of any kind, including legal, financial, medical or other regulated advice. You are responsible for reviewing, evaluating and verifying Output before relying on it, and you are solely responsible for any use you or your Users make of Output.
You must not present Output in a way that misleads end users, including by implying that Output is human-generated when it is not, or by presenting Output as guaranteed, authoritative or verified where it has not been independently confirmed.
10. Intellectual property
The Service, including all software, models, algorithms, interfaces, designs, Documentation and the GapRadar and answer-engine optimisation (AEO) features, and all intellectual property rights in them, are and remain the exclusive property of QED Ltd and its licensors. "ARIA" and "GapRadar" are trademarks of QED Ltd, and nothing in these Terms grants you any right to use them except as expressly permitted in writing.
Except for the limited right to access and use the Service in accordance with these Terms and your Subscription, no rights, licences or interests in the Service or QED Ltd's intellectual property are granted to you, whether by implication, estoppel or otherwise. We reserve all rights not expressly granted.
We may collect and use aggregated and de-identified data derived from use of the Service, provided it does not identify you, any User, or any individual, to operate, analyse, secure and improve the Service and our other products.
11. Feedback
If you provide us with any feedback, ideas, suggestions or recommendations about the Service, you grant QED Ltd a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify and exploit that feedback for any purpose, without any obligation, attribution or compensation to you.
12. Third-party services and integrations
The Service may interoperate with, or allow you to connect, third-party products, platforms or services. Your use of any third-party service is governed by that third party's own terms and privacy practices, and you are responsible for complying with them.
We do not control and are not responsible for third-party services, their availability, security or content, and we make no warranties in relation to them. Any exchange of data with a third-party service through the Service is at your discretion and risk.
13. Confidentiality
Each party may receive confidential information of the other party in connection with the Service. Each party agrees to use the other's confidential information only as necessary to perform under these Terms, to protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and not to disclose it except to those who need to know it and are bound by similar obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or is required to be disclosed by law or court order, provided that, where permitted, reasonable notice is given.
14. Data protection
Each party will comply with applicable data protection and privacy laws in connection with the Service. Where QED Ltd processes personal data on the Customer's behalf as a processor, that processing is governed by our Data Processing Agreement, which applies in addition to these Terms.
Our handling of personal data is further described in our Privacy Policy. You are responsible for ensuring you have a lawful basis and any necessary consents for the Customer Content and personal data you provide to the Service.
15. Warranties and disclaimers
The Service, including all Output and any free, trial or beta features, is provided AS IS and AS AVAILABLE, without warranties of any kind.
To the maximum extent permitted by law, QED Ltd and its licensors disclaim all warranties, conditions and representations, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement.
We do not warrant that the Service will be uninterrupted, timely, secure or error free, that defects will be corrected, or that the Service or any Output will be accurate, reliable or complete. Nothing in these Terms excludes or limits any liability or warranty that cannot lawfully be excluded or limited.
16. Indemnification
You agree to defend, indemnify and hold harmless QED Ltd and its officers, directors, employees, agents and licensors from and against any claims, demands, proceedings, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Content; (b) your use of the Service in breach of these Terms; or (c) your violation of any applicable law or any third-party right.
We will notify you of any claim subject to this section, and you will cooperate in the defence. We may participate in the defence with our own counsel at our own expense, and you will not settle any claim in a way that imposes obligations on us without our prior written consent.
17. Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential or exemplary damages, or for any loss of profits, revenue, business, anticipated savings, data or goodwill, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.
To the maximum extent permitted by law, QED Ltd's total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total Fees actually paid by the Customer to QED Ltd in the 12 months immediately preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
18. Term, suspension and termination
These Terms apply from the moment you first access the Service and continue for as long as you use it or have an active Subscription. The term of a paid Subscription follows the period selected in your Order, including any renewals.
We may suspend or restrict your access to the Service, in whole or in part, where there is non-payment, a security risk, suspected unlawful or abusive activity, or a material breach of these Terms. Where practicable, we will give notice and an opportunity to address the issue.
Either party may terminate these Terms for a material breach by the other party that remains uncured 30 days after written notice. On termination or expiry, your right to access the Service ends. For a limited period after termination, and on request, we will make Customer Content available for export, after which we may delete it in the ordinary course. Any provisions that by their nature should survive termination, including those on intellectual property, confidentiality, disclaimers, indemnification, limitation of liability and governing law, will survive.
19. Force majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, failures of utilities or telecommunications, cyber attacks, or actions of third-party providers or governments.
20. Governing law and jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
21. Changes to these terms
We may update these Terms from time to time. Where we make material changes, we will provide reasonable notice through the Service, by email, or by another appropriate means before they take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.
22. General
- Entire agreement. These Terms, together with any Order, the Data Processing Agreement and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings on their subject matter.
- No waiver. A failure or delay in exercising any right is not a waiver of that right, and any waiver must be in writing to be effective.
- Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
- Assignment. QED Ltd may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition or sale of assets. You may not assign these Terms without our prior written consent.
- Notices. Notices to QED Ltd must be sent to legal@qedcode.io. We may give notices to you through the Service or by using the contact details associated with your account.
- Relationship. Nothing in these Terms creates any partnership, joint venture, agency or employment relationship between the parties.
- No third-party beneficiaries. These Terms do not confer any rights on any person who is not a party to them.
- Order of precedence. In the event of a conflict, an executed Order prevails over these Terms for the subject matter it covers, and these Terms prevail over the Documentation.
23. Contact
If you have any questions about these Terms, please contact us at legal@qedcode.io.
QED Ltd, registered in England and Wales. [registered office address and company number]