1. Definitions
'Agreement' means these Terms of Service together with any Order Form, Data Processing Agreement, or addendum entered into between you and UNITH.
'Services' means the UNITH platform, API, and professional services made available under your subscription.
'Customer' or 'you' means the entity or individual entering into this Agreement.
'User' means an individual authorised by Customer to access the Services.
'Content' means any data, prompts, knowledge base materials, or outputs generated through the Services.
2. Services and access
Subject to this Agreement, UNITH grants you a limited, non-exclusive, non-transferable right to access and use the Services during your subscription term for your internal business purposes.
You are responsible for ensuring your Users comply with this Agreement. You will use the Services only in accordance with applicable laws, UNITH's Acceptable Use Policy, and this Agreement. You will not resell or sublicence the Services without UNITH's prior written consent.
3. Subscription and payment
- Billing: Subscription fees are billed monthly or annually in advance, as selected at checkout. Annual subscriptions are non-refundable except as required by applicable law.
- Overages: Usage above your plan's conversation limit is billed at the applicable overage rate at the end of each billing period.
- Price changes: UNITH may update subscription pricing with 30 days' written notice. Changes take effect at your next renewal date.
- Taxes: All fees are exclusive of taxes. Where applicable, VAT or equivalent indirect taxes will be added to your invoice.
- Late payment: UNITH may suspend access to the Services if undisputed amounts remain unpaid for more than 30 days after the due date.
4. Intellectual property
UNITH retains all rights, title, and interest in the Services, platform, models, and all underlying technology. Nothing in this Agreement transfers ownership of UNITH's intellectual property to you.
You retain ownership of all Content you upload or generate through the Services. You grant UNITH a limited, non-exclusive licence to process your Content solely as necessary to provide the Services.
5. Data and privacy
UNITH's processing of personal data is governed by our Privacy Policy and, for enterprise customers, the Data Processing Agreement (DPA). The DPA forms part of this Agreement where applicable and takes precedence over this section in the event of conflict.
UNITH implements appropriate technical and organisational measures to protect your data as described in our Security documentation. Details of UNITH's subprocessors are available on request.
6. Confidentiality
Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to third parties without prior written consent, except as required by law or with the relevant party's prior written approval.
Confidential Information excludes information that: (a) is or becomes publicly known without breach of this Agreement; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is lawfully obtained from a third party.
7. Warranties and disclaimers
UNITH warrants that the Services will perform materially in accordance with the documentation during your subscription term, and will use commercially reasonable efforts to maintain platform availability in accordance with its published SLA.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. UNITH DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNITH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Term and termination
This Agreement commences on the date you first accept it and continues for the subscription term selected at checkout, renewing automatically unless cancelled before the renewal date.
Either party may terminate this Agreement on written notice if the other materially breaches this Agreement and fails to cure such breach within 30 days of notice. On termination, your right to access the Services ceases immediately. UNITH will make your data available for export for 30 days after termination, after which it will be deleted in accordance with our data retention policy.
10. Governing law and disputes
This Agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
For customers in the European Union, mandatory consumer protection laws of your country of residence may apply in addition to these terms and shall take precedence to the extent required by applicable law.