Legal

Terms & Conditions

Terms governing access to and use of HyperionWave and UnaGo services.

1. Introduction

1.1 These Terms and Conditions ("Terms") govern your access to and use of the UnaGo platform, websites, APIs, AI tools and related services provided by HyperionWave Limited ("HyperionWave", "we", "us" or "our") (collectively, the "Services").

1.2 By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Services.

1.3 If you are using the Services on behalf of a company or organisation ("Organisation"), you represent and warrant that:

(a) you have authority to bind that Organisation to these Terms;

(b) you have read and understood these Terms; and

1.4 You must be at least 18 years old to use the Services. If you are under 18, you may not access or use the Services under any circumstances.

1.5 These Terms are intended for business customers only. The Services are provided solely for business and commercial purposes. If you are a consumer (as defined under the Consumer Rights Act 2015), different rights may apply to you and some of the limitations and disclaimers in these Terms may not apply to the full extent stated. Nothing in these Terms affects any statutory rights you may have that cannot be excluded or limited by law.

2. Definitions

In these Terms, the following words and phrases have the meanings set out below:

"Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party, where "control" means ownership of more than 50% of voting securities or equivalent ownership interest.

"Authorised User" means any individual to whom you have granted access to use the Services under your account.

"Beta Features" means features, functionality or services designated by us as "beta", "experimental", "preview", "early access" or similar designation.

"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be considered confidential given the nature of the information and circumstances of disclosure.

"Connector" means our integration, workflow, agent, adapter, plugin, API call or technical interface that enables you to connect the Services to Third-Party Services.

"Contract Plan" means a Paid Plan governed by an Order Form with monthly invoicing (and, if applicable, committed fees, minimum spend, or included usage).

"Credit(s)" means the metered unit(s) we use to measure usage/consumption of certain features of the Services (including AI processing). Credit quantities, inclusions and rates are described in your account dashboard, order confirmation, or applicable Order Form.

"Credit Balance" means the number of Credits available for use under your Free Sign-up Credits, Paid Plan, or purchased Credit Packages.

"Credit Package" means a paid bundle of Credits purchased in advance (one-off or recurring), as shown in the Platform or Order Form.

"Custom Agent" means any agent, orchestration workflow, automation sequence, prompt configuration, decision logic or multi-agent architecture created by you or your Authorised Users within or on top of the Services, incorporating your internal operational logic, business processes or proprietary know-how.

"Customer Data" means all data, information, files, content and materials that you or your Authorised Users submit, upload, transmit or otherwise provide to or through the Services.

"Documentation" means our user guides, manuals and technical documentation for the Services, as updated from time to time.

"Effective Date" means the date you first access or use the Services or accept these Terms, whichever is earlier.

"Free Sign-up Credits" means an allocation of free Credits that provides you limited access to the Services, subject to these Terms.

"Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, cyberattacks, pandemic, labour disputes or governmental actions.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, database rights, design rights and other intellectual property rights, whether registered or unregistered, anywhere in the world.

"Invoice" means a VAT invoice (or equivalent) issued by us for fees due under a Paid Plan or Order Form.

"Order Form" means an order form, statement of work, subscription agreement, or similar document executed by the parties (or accepted in-product) that sets out plan details, fees, invoicing, and the Subscription Term.

"Paid Plan" means any paid subscription plan, credit package, usage-based plan, or contract plan.

"Personal Data" has the meaning given in the UK GDPR and Data Protection Act 2018.

"Platform" means the UnaGo platform, HyperionWave's cloud-based AI software platform accessible via our websites or APIs.

"Platform Layer" means the underlying platform software, AI models, APIs, standard features and generic capabilities owned and operated by HyperionWave, excluding any Custom Agents or Customer Data.

"Platform Templates" means generic, non-client-specific agent templates created solely by HyperionWave using Platform Layer capabilities and made available to users generally.

"Services" means the UnaGo platform, APIs, AI tools, Documentation and any related services provided by HyperionWave.

"Subscription Term" means the period for which you have subscribed to the Services, as specified in your account or order confirmation.

"Third-Party Provider" means any third party that offers products, services, software, AI models, APIs, applications, integrations or content that the Services may connect to or make available.

"Third-Party Services" means products, services, AI models, APIs, applications, integrations or content provided by a Third-Party Provider (including where accessed via the Platform).

"Usage Charges" means fees calculated based on actual usage (including Credits consumed), as set out in the Platform or Order Form.

3. Use of Services

3.1 Account Registration and Security

(a) You must create an account to access the Services.

(b) You are responsible for maintaining the confidentiality and security of your login credentials.

(d) You must notify us immediately at security@unago.ai of any unauthorised access or security breach.

(e) You must ensure that all information provided during registration and at all times thereafter is accurate, complete and up to date.

(f) We reserve the right to disable your account if you violate these Terms or provide false, inaccurate or misleading information during registration or at any time thereafter.

3.2 Licence Grant

Subject to your compliance with these Terms, any applicable usage limits and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the Subscription Term solely for your internal business purposes. We may revoke this licence only in accordance with the suspension and termination provisions in clause 18.

3.3 Authorised Users

(a) You may permit Authorised Users to access and use the Services under your account.

(b) You are responsible for all acts and omissions of your Authorised Users as if they were your own acts and omissions.

3.4 Restrictions on Use

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

(a) use the Services for any purpose other than as expressly permitted by these Terms;

(b) copy, modify, translate or create derivative works of the Services;

(d) rent, lease, sell, sublicence, transfer or distribute the Services to any third party;

(e) remove, alter or obscure any proprietary notices or labels on the Services;

(f) use the Services to develop a competing product or service;

(g) use any automated means (including bots, scrapers or spiders) to access the Services except through our official APIs;

(h) attempt to gain unauthorised access to any portion of the Services or related systems or networks;

(i) interfere with or disrupt the integrity, performance or availability of the Services; or

(j) use the Services in any manner that violates applicable laws or regulations;

(k) use false information, multiple accounts, or automated tools to circumvent usage rules, exploit system vulnerabilities, or gain advantages not intended under your plan; or

(l) impersonate any person or entity, including any employee or representative of HyperionWave.

3.5 Authorisation to Connect to Third-Party Services

(a) You may choose to connect your accounts with Third-Party Providers to the Services. You are solely responsible for ensuring you are authorised to do so and for maintaining any required licences, subscriptions or permissions.

(b) You authorise us to act on your behalf solely as a technical intermediary to: (i) send requests to Third-Party Services; (ii) receive responses from Third-Party Services; and (iii) present or process those responses within the Services as directed by you.

(c) We do not monitor, verify, or validate Third-Party Services' outputs for legal compliance, IP infringement or regulatory suitability.

4. Scope of Services

4.1 Service Description

We provide access to cloud-based artificial intelligence software, APIs and tools designed to assist with business automation, data analytics, workflow enhancement and related business functions.

4.2 Service Modifications

(a) We may update, modify, enhance or discontinue any aspect of the Services from time to time.

(b) We will provide reasonable notice of material changes that substantially reduce functionality, except where changes are necessary for security, legal compliance or system stability.

4.3 Beta Features

(a) We may offer Beta Features from time to time.

(b) Beta Features are provided "AS IS" with no warranties of any kind.

(d) We may discontinue, modify or withdraw Beta Features at any time without notice.

(e) Any data processed through Beta Features may be lost or corrupted.

(f) Beta Features are excluded from any service level commitments or warranties.

4.4 Third-Party Services and Connector Role

(a) The Services may integrate with, connect to, or enable you to access Third-Party Services. We act solely as a Connector and do not operate, control, endorse, or assume responsibility for any Third-Party Services.

(b) Third-Party Services are provided by Third-Party Providers under their own terms, policies, licences, and pricing. Your use of Third-Party Services is governed solely by your agreement(s) with the applicable Third-Party Provider(s).

(c) We do not guarantee the availability, performance, security, legality, or continued operation of any Third-Party Services, and we may modify, disable, or remove a Connector at any time (including where a Third-Party Provider changes their APIs, terms, or risk profile).

(d) We are not responsible for any acts or omissions of Third-Party Providers, including outages, errors, content moderation decisions, model behaviour, API changes, data loss, or regulatory non-compliance.

(e) Where you choose to connect to a Third-Party Service, you instruct us to transmit relevant Customer Data (which may include Personal Data) to that Third-Party Provider as required to perform your request, subject to clause 10 (Data Protection and Privacy).

(f) You represent and warrant that you have all rights, permissions, and lawful bases required to use and transmit Customer Data to Third-Party Providers, and that you will comply with all applicable Third-Party Provider terms.

4.5 Advanced and Premium Features

Certain advanced or premium features may be subject to additional terms, conditions or fees, which will be clearly communicated to you before access is granted.

4.6 Connector Suspension for Risk We may suspend, restrict, or disable any Connector (or your use of it) immediately where we reasonably believe that continued connection to a Third-Party Service creates material legal, regulatory, security, or reputational risk to HyperionWave, our users or third parties.

5. Nature of AI Systems and Important Disclaimers

5.1 AI Output Characteristics

(a) Our AI models and systems generate outputs based on patterns learned from training data and algorithms. AI systems work probabilistically, meaning they predict likely outputs based on patterns rather than deterministic rules.

(b) While we take commercially reasonable steps to ensure accuracy and reliability, AI systems may: (i) make mistakes or generate incorrect information; (ii) produce incomplete, inaccurate, unexpected or nonsensical results; (iii) generate outputs that contain biases or unfair characterisations; (iv) produce content that may infringe third-party intellectual property rights; (v) fail to comply with applicable legal or regulatory requirements; or (vi) perform inconsistently across different use cases or inputs.

5.2 Your Responsibility for AI Outputs

(a) You are solely and exclusively responsible for reviewing, verifying, validating and testing any outputs generated by the Services before relying on them for any purpose.

(b) You acknowledge that AI outputs should be treated as suggestions or drafts requiring human review and judgment.

(c) You must implement appropriate human oversight and review processes before using AI outputs for any business-critical or high-stakes decisions.

(d) You are responsible for ensuring that any use of AI outputs complies with applicable laws and does not infringe third‑party intellectual property rights.

5.3 No Warranties Regarding AI Performance

We make no guarantee, representation or warranty that:

(a) outputs will meet any specific performance, accuracy or quality standards;

(b) outputs will comply with any legal, regulatory or industry-specific requirements applicable to your business;

(d) the Services will achieve any particular results or outcomes; or

(e) the Services are suitable for any specific use case or purpose.

5.4 Not Professional Advice

(a) Outputs generated by our AI do not constitute professional advice of any kind, including but not limited to legal, financial, medical, tax, accounting, investment or other professional advice.

(b) You should consult with appropriate qualified professionals before making any decisions based on AI-generated outputs.

5.5 High-Risk Use Cases

(a) You acknowledge that the Services are not designed, tested or approved for use in high-risk scenarios where failure could lead to death, personal injury or severe physical, environmental or financial harm ("High-Risk Use Cases").

(b) High-Risk Use Cases include but are not limited to: (i) life support systems, emergency response or critical healthcare applications; (ii) operation of nuclear facilities or weapons systems; (iii) aircraft or autonomous vehicle navigation or control; (iv) sole determinant in decisions affecting fundamental rights (credit, employment, housing, insurance, criminal justice, immigration); (v) critical infrastructure control systems; or (vi) any application where failure could result in death or serious injury.

(c) You agree not to use the Services for any High-Risk Use Case without implementing additional safeguards, human oversight and appropriate testing.

(d) To the fullest extent permitted by law, and subject always to clause 14.3 (non-excludable liabilities), we disclaim all liability for any harm arising from use of the Services in High-Risk Use Cases.

5.6 Compliance Responsibility

You are solely responsible for ensuring that:

(a) your use of the Services and any AI-generated outputs complies with all applicable laws, regulations and industry standards;

(b) you have obtained all necessary consents, permissions and licences for your use of the Services;

(d) you comply with anti-discrimination laws and do not use the Services in ways that result in unlawful discrimination or bias; and

(e) you comply with sector-specific regulations applicable to your industry (financial services, healthcare, legal, etc.).

5.7 AI Transparency

Where legally required or where you are deploying AI outputs to end users, you must:

(a) disclose that content or decisions were generated or assisted by AI;

(b) implement appropriate transparency measures as required by applicable law, including the EU AI Act where applicable; and

5.8 Third-Party Outputs; No Agency; No Endorsement

(a) Where the Services route requests to Third-Party Services (including AI models), any output generated is generated by the Third-Party Provider's systems, not by HyperionWave.

(b) HyperionWave does not act as an agent, reseller, publisher, or representative of any Third-Party Provider, and nothing in these Terms creates any partnership, joint venture, or agency relationship between HyperionWave and any Third-Party Provider.

(c) Any reference to a Third-Party Provider (including availability of a Connector) does not constitute endorsement, certification, or a representation that the Third-Party Provider's services are compliant with any law, regulation, or third-party rights.

6. Acceptable Use Policy

6.1 Prohibited Uses

You agree not to use the Services, or permit any Authorised User to use the Services, to:

(a) violate any applicable local, national or international law or regulation;

(b) generate, upload, transmit or distribute any content that: (i) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene or otherwise objectionable; (ii) infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights; (iii) constitutes hate speech, promotes violence or discriminates based on race, ethnicity, national origin, religion, gender, sexual orientation, disability or age; (iv) exploits, harms or attempts to exploit or harm minors in any way; (v) is fraudulent, false, misleading or deceptive; (vi) promotes illegal activities or violates the rights of others;

(d) create deepfakes, synthetic media or other deceptive content designed to mislead without appropriate disclosure;

(e) use the Services for phishing, spamming or distributing malware or other malicious code;

(f) use the Services for unauthorised surveillance, tracking or monitoring of individuals;

(g) use the Services to develop, produce or deploy weapons or weaponry systems;

(h) use the Services to manipulate or interfere with any election, referendum or democratic process;

(i) circumvent any content filtering, security measures or access controls of the Services;

(j) introduce viruses, worms, trojans or other harmful code to the Services;

(k) interfere with, disrupt or impose an unreasonable burden on the Services or related infrastructure;

(l) attempt to gain unauthorised access to the Services, user accounts or computer systems or networks;

(m) use the Services to mine cryptocurrency or perform distributed computing operations without our express written consent;

(n) reverse engineer, decompile, disassemble or attempt to derive source code, algorithms or models from the Services;

(o) scrape, crawl or harvest content or data from the Services except through our officially documented APIs;

(p) benchmark, compete with or create derivative works based on the Services; or

(q) encourage, facilitate or enable any of the above prohibited activities.

6.2 Enforcement

(a) We reserve the right to investigate any suspected violations of this Acceptable Use Policy.

(b) We may suspend, restrict or terminate your access to the Services immediately and without notice if we reasonably believe you have violated this policy.

(d) We may cooperate with law enforcement or regulatory investigations.

(e) Where we determine that a violation has occurred, we may, in addition to suspension or termination: (i) reverse, deduct or forfeit any Credits or credits obtained through the violating activity; and (ii) take appropriate legal action for severe or repeated abuse of the Services.

6.3 Monitoring

While we have no obligation to monitor use of the Services, we reserve the right to do so to:

(a) ensure compliance with these Terms;

(b) comply with applicable law or legal process;

(d) improve and develop the Services.

7. Intellectual Property Rights

7.1 Our Intellectual Property

(a) All Intellectual Property Rights in and to the Services, including the Platform Layer, software, algorithms, AI models, Documentation, APIs, user interface, branding and related materials, are and remain the exclusive property of HyperionWave and our licensors.

(b) These Terms do not grant you any ownership rights in the Services or the Platform Layer.

7.2 Your Data Ownership

(a) You retain all ownership rights, title and interest in and to Customer Data.

(b) As between you and HyperionWave, Customer Data is and remains your property (or the property of your customers or licensors).

7.3 Limited Licence for Service Provision

You grant us a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, display and process Customer Data solely to the extent necessary to:

(a) provide, maintain and improve the Services;

(b) comply with applicable law or legal process; and

7.4 Limited Licence for System Improvement

(a) You grant us a limited, non-exclusive, royalty-free, worldwide licence to use Customer Data in aggregated, anonymised or de-identified form solely for the purpose of: (i) improving, developing and optimising our AI models, algorithms and systems; (ii) conducting research and development; (iii) generating analytics, insights and benchmarking data; and (iv) training and enhancing the performance of our Services.

(b) Exclusion of Custom Agents: Notwithstanding clause 7.4(a), the licence granted in this clause 7.4 expressly excludes Custom Agents and any data derived from or reflecting Custom Agent logic, orchestration structure, prompt configurations, decision workflows or operational patterns. Custom Agents are governed exclusively by clause 7.5 and the obligations set out therein. HyperionWave will not use Custom Agents or the operational know-how embedded within them for any model training, product development or service improvement purpose, whether in identifiable or anonymised form.

(c) Data anonymisation standards: prior to any use under clause 7.4(a), we will implement commercially reasonable technical measures to redact, de-identify and anonymise Customer Data to ensure that: (i) no Personal Data is used or disclosed; (ii) no confidential or proprietary business information is disclosed or traceable; (iii) the data cannot reasonably be used to identify you, your Organisation, your customers or any individual; and (iv) the data meets applicable standards for anonymisation under UK GDPR and Data Protection Act 2018.

(d) Use restrictions: we will not: (i) use Customer Data to develop products or features that specifically benefit your direct competitors; (ii) share Customer Data with third parties except in aggregated, anonymised form as part of industry benchmarks or research; (iii) attempt to re-identify anonymised Customer Data; or (iv) use Customer Data in violation of applicable data protection laws.

(e) Competitive protection: if we reasonably determine that use of your anonymised data would materially benefit a direct competitor, we will refrain from such use or will provide you with prior notice and opportunity to object.

(f) Your control: we will maintain security controls and audit trails regarding the processing of Customer Data for model improvement purposes.

7.5 Custom Agent Ownership and Usage Policy

(a) Ownership. All Custom Agents created by you or your Authorised Users are and remain your exclusive Intellectual Property ("Custom Agent IP"). HyperionWave makes no claim of ownership over Custom Agent IP, whether created, stored or operated within the Services. HyperionWave may store, execute, transmit and back-up Custom Agents solely as necessary to provide the Services. For the avoidance of doubt, Custom Agent IP includes: (i) internal operational logic and process automation specific to your business; (ii) proprietary decision-making workflows and rules; (iii) custom prompt engineering, agent instructions and system configurations; (iv) orchestration graphs and multi-agent architectures reflecting your internal strategy or operations; and (v) any other configuration that embeds your competitive or operational know-how.

(b) Prohibition on reuse and resale. HyperionWave shall not, without your prior explicit written consent: (i) reuse, repurpose, copy or adapt Custom Agent IP for any other customer, user or purpose; (ii) list, offer or make available Custom Agent IP (in whole or in part) in any agent marketplace, template library or equivalent; (iii) share Custom Agent IP with any third party; or (iv) use Custom Agent IP as the basis for developing standardised templates, features or Platform Layer capabilities. The default position is: private by default, shared only by explicit written consent.

(c) No learning from Custom Agents. HyperionWave shall not use Custom Agent IP – including orchestration logic, workflow graphs, prompt structures, agent configurations or behavioural patterns – to train, fine-tune, improve or develop: (i) HyperionWave's AI models or algorithms; (ii) any generalised Platform Layer features or capabilities; or (iii) products or services offered to any other customer. This prohibition applies regardless of whether Custom Agent IP is processed in identifiable or abstracted form, to the extent it reflects or could be used to reconstruct your proprietary operational logic or strategy.

(d) Technical enforcement. HyperionWave shall implement and maintain technical controls to enforce the restrictions in clause 7.5(c), including logical separation of Custom Agent IP from platform-level training pipelines. HyperionWave shall not rely solely on contractual restrictions where technical separation is reasonably achievable. Upon written request, HyperionWave shall provide a summary description of the technical and organisational measures in place to enforce these restrictions.

(e) Layer separation. HyperionWave maintains a clear separation between: (i) the Platform Layer (owned by HyperionWave); (ii) Custom Agent IP (owned by you); and (iii) Platform Templates (generic templates created solely by HyperionWave). HyperionWave shall not migrate content from the Custom Agent IP layer to the Platform Layer or Platform Templates without your prior explicit written consent.

(f) Agent marketplace. If HyperionWave introduces an agent marketplace or equivalent feature in the future, only the following may be listed or shared without your consent: (i) agents developed solely by HyperionWave using Platform Layer capabilities; or (ii) Platform Templates that do not incorporate any Custom Agent IP. Custom Agent IP may only be listed in any marketplace with your prior explicit written consent and subject to licence terms separately agreed with you.

(g) HyperionWave representations. HyperionWave represents and warrants that: (i) it does not and will not use your Custom Agent IP to benefit other customers or to develop competing capabilities; (ii) Custom Agent IP is treated as Confidential Information under clause 9; and (iii) HyperionWave personnel with access to the Services are trained on and bound by these restrictions.

(h) Remedies. The parties agree that a breach of clause 7.5 by HyperionWave may cause irreparable harm for which damages alone may not be an adequate remedy. In such circumstances, you may seek injunctive or other relief without the need to demonstrate actual damages as a precondition, in addition to any other rights or remedies available at law or in equity.

7.6 Retention of Rights

Except for the limited licences expressly granted in clauses 7.3 and 7.4, nothing in these Terms transfers or assigns any ownership, title or Intellectual Property Rights in Customer Data or Custom Agent IP to HyperionWave.

7.7 Feedback

(a) If you provide us with any suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Services ("Feedback"), we may use such Feedback without any obligation to you.

(b) You hereby grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate Feedback into our Services and products.

(c) For the avoidance of doubt, Feedback does not include Custom Agent IP. Any feedback specifically relating to Custom Agent architecture or logic is governed by clause 7.5 and shall not be used by HyperionWave except as expressly agreed in writing.

7.8 Restrictions on Proprietary Rights

You may not:

(a) remove, alter or obscure any proprietary notices, labels or marks on or within the Services;

(b) use our trademarks, logos or branding without our prior written consent; or

(c) represent or imply any association, sponsorship or endorsement by HyperionWave without our express written permission.

7.9 Copyright Infringement

If you believe that any content on the Services infringes your copyright, please notify us at legal@unago.ai with details of the alleged infringement. We will investigate and take appropriate action in accordance with applicable law.

8. Uptime and Service Level Commitment

8.1 Uptime Target

We commit to maintaining an uptime of 99.5% for the Services during each calendar month, calculated as a percentage of total minutes in the month minus scheduled maintenance and Force Majeure Events ("Uptime Target").

8.2 Calculation of Uptime

(a) Uptime is calculated based on the availability of our core Platform infrastructure as measured by our monitoring systems.

(b) Scheduled Maintenance Windows (as defined in clause 8.5) are excluded from the calculation.

(c) Force Majeure Events are excluded from the calculation. (d) Third-party service failures beyond our reasonable control are excluded from the calculation.

8.3 Service Credits

If we fail to meet the Uptime Target in any calendar month due to reasons within our reasonable control, you may be eligible for service credits as follows:

Monthly uptime achieved / service credit:

● Less than 99.5% but ≥ 99.0%: 5% of monthly fees

● Less than 99.0% but ≥ 98.0%: 10% of monthly fees

● Less than 98.0%: 25% of monthly fees

● Less than 95.0%: 50% of monthly fees

Service credits apply only to paid fees actually paid under a Paid Plan or Contract Plan and do not apply to Free Sign-up Credits usage.

Downtime caused by customer systems, misuse or unsupported configurations are excluded from the Uptime Target calculation.

8.4 Service Credit Process

(a) To receive service credits, you must submit a claim to support@unago.ai within 30 days of the end of the calendar month in which the downtime occurred.

(b) You must provide details of the downtime experienced, including dates, times and impact.

(d) Service credits will be applied to your next invoice or subscription renewal.

(e) Service credits are your sole and exclusive remedy for any failure to meet the Uptime Target.

(f) Service credits cannot be redeemed for cash and do not carry forward beyond 12 months.

8.5 Scheduled Maintenance

(a) We may perform scheduled maintenance from time to time.

(b) We will provide at least 48 hours' advance notice of scheduled maintenance via email or in-platform notification.

(d) Emergency maintenance required for security or stability may be performed without advance notice.

8.6 Monitoring and Reporting

We will maintain internal monitoring systems to track Service availability. Status updates and historical uptime data will be made available at status.unago.ai.

8.7 Third-Party Service Availability

The Uptime Target and service credits in clauses 8.1-8.4 apply solely to the availability of the UnaGo Platform Layer. Downtime or degradation caused by Third-Party Services – including AI model providers, external APIs, or cloud infrastructure providers – is excluded from the Uptime Target calculation and does not give rise to service credits, even where such downtime affects your ability to use the Services.

9. Confidentiality

9.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that:

(a) is designated as confidential or proprietary; or (b) by its nature or the circumstances of disclosure, reasonably should be considered confidential.

Confidential Information includes, but is not limited to: technical data, trade secrets, know-how, research, product plans, customer lists, financial information, business strategies, the terms of these Terms, and – for the avoidance of doubt – all Custom Agent IP.

9.2 Obligations of Receiving Party

The Receiving Party agrees to:

(a) hold Confidential Information in strict confidence;

(b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted in clause 9.4;

(d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and

(e) limit access to Confidential Information to employees, contractors and Affiliates who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

9.3 Exclusions

Confidential Information does not include information that:

(a) was publicly available at the time of disclosure or becomes publicly available through no breach of these Terms by the Receiving Party;

(b) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party;

(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

(d) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

9.4 Permitted Disclosures

The Receiving Party may disclose Confidential Information:

(a) to the extent required by law, regulation, court order or other legal process, provided that the Receiving Party gives the Disclosing Party reasonable prior notice (to the extent legally permissible) and cooperates with any effort by the Disclosing Party to seek confidential treatment; or

(b) to its legal advisors, auditors and other professional advisors under duties of confidentiality.

9.5 Survival

The obligations in this clause 9 shall survive termination or expiration of these Terms for a period of seven (7) years, except that obligations in respect of trade secrets shall continue indefinitely for so long as such information remains a trade secret.

10. Data Protection and Privacy

10.1 Data Protection Compliance

(a) We process Personal Data in accordance with applicable data protection laws, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018.

(b) Our Privacy Policy, available at https://unago.ai/privacy, sets out how we collect, use, store and protect Personal Data.

10.2 Roles and Responsibilities

(a) For Personal Data contained in Customer Data: you are the data controller and we are the data processor.

(b) For Personal Data we collect about you and your Authorised Users (such as account information, usage data): we are the data controller.

10.3 Data Processing Agreement

(a) Where we process Personal Data on your behalf as a data processor, the terms of our Data Processing Agreement ("DPA") shall apply.

(b) Our standard DPA is available at https://unago.ai/dpa and is incorporated into these Terms by reference.

(c) The DPA includes Standard Contractual Clauses approved by the UK Information Commissioner's Office for international data transfers where applicable.

10.4 Your Obligations as Controller

As data controller, you represent and warrant that:

(a) you have obtained all necessary consents and have a lawful basis for processing the Personal Data you provide to us;

(b) you have provided appropriate privacy notices to data subjects;

(d) your instructions to us comply with applicable data protection laws; and

(e) you will comply with all data subject rights requests relating to Personal Data you control.

10.5 Security Measures

We implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, including:

(a) encryption of data in transit and at rest;

(b) access controls and authentication;

(d) incident response procedures; and

(e) employee training on data protection.

10.6 Data Breach Notification

(a) If we become aware of a Personal Data breach affecting Customer Data, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach.

(b) We will provide reasonable assistance to help you comply with your obligations under data protection laws regarding breach notification.

(c) Our notification will include available information about the nature of the breach, affected data categories, likely consequences and measures taken or proposed.

10.7 Sub-processors

(a) You acknowledge and agree that we may engage sub-processors to process Personal Data on your behalf.

(b) A current list of sub-processors is available at https://unago.ai/subprocessors.

(d) If you reasonably object to a new sub-processor on data protection grounds, you may terminate the affected Services without penalty.

10.8 Data Subject Rights

We will provide reasonable assistance to enable you to respond to data subject requests (access, rectification, erasure, portability, restriction, objection) in accordance with applicable data protection laws.

10.9 Data Location and Transfers

(a) Customer Data is primarily stored and processed within the United Kingdom. We use Google Cloud Platform infrastructure located in the eu-west2 (London) region. This means your data does not ordinarily leave the UK for processing, and no international transfer mechanisms are required for primary data storage. In the event that any incidental processing occurs outside the UK (for example, for infrastructure support or disaster recovery), such transfers are subject to appropriate safeguards including the UK International Data Transfer Agreement (UK IDTA) or equivalent mechanisms.

(b) We may transfer Personal Data to other countries where our sub-processors are located, subject to appropriate safeguards as required by applicable law.

(c) For transfers outside the UK or EEA, we implement Standard Contractual Clauses or other approved transfer mechanisms.

11. Data Retention and Deletion

11.1 Retention Period

(a) We will retain Customer Data only for as long as necessary to: (i) provide the Services to you; (ii) comply with our legal obligations; (iii) resolve disputes; (iv) enforce these Terms; or (v) fulfil legitimate business purposes such as fraud prevention, security and audit.

(b) Anonymised or aggregated data that cannot be linked back to you may be retained indefinitely for analytics and service improvement.

11.2 Deletion Upon Termination

(a) Upon termination or expiration of your account or Subscription Term, we will delete or anonymise Customer Data within ninety (90) days, unless: (i) you request continued retention; (ii) retention is required by law; (iii) retention is necessary for legitimate business purposes such as audit, fraud prevention or resolving disputes; or (iv) the data has been anonymised for statistical or research purposes.

(b) We will provide you with a reasonable opportunity to export Customer Data prior to deletion.

11.3 User-Initiated Deletion

(a) You may request deletion or export of your Customer Data at any time by contacting dpo@unago.ai.

(b) We will action such requests within 30 days in accordance with applicable data protection laws and our Privacy Policy.

11.4 Data Portability

(a) You may export Customer Data at any time during your Subscription Term through the export functionality provided in the Platform.

(b) Upon request, we will provide Customer Data in a commonly used, machine-readable format.

11.5 Backup and Archival Data

(a) Some residual Customer Data may remain in backup or archival systems for a limited period following deletion.

(b) Such backup data will be securely isolated, protected from further processing and deleted in accordance with our data retention and backup policies.

11.6 Deletion Verification Upon written request and subject to reasonable verification of your identity, we will provide confirmation that your Customer Data has been deleted in accordance with this clause 11.

12. Payment, Credits and Subscriptions

12.1 Fees, Plans and Credit-Based Usage

(a) The Services may be offered on a Free Sign-up Credits, Paid Plans, Credit Packages, Usage Charges or Contract Plans (or a combination).

(b) Pricing, Credit allocations, included usage, plan limits and applicable rates are set out in your account dashboard, checkout flow or Order Form.

(c) Certain features consume Credits. Credit consumption may vary by feature, model, workload, input/output length, integrations or other factors described in the Platform or Documentation.

(d) We may offer free Credits as part of the Free Sign-up Credits or promotional offers. Free Credits: (i) have no cash value; (ii) are not refundable or transferable; and (iii) may expire or be withdrawn in accordance with clause 12.9 (Price and Plan Changes) and clause 12.6 (Free Sign-up Credits and Trials).

(e) Where your use exceeds included limits or Credit allocations, you may be required to purchase additional Credit Packages, move to a Paid Plan, or pay Usage Charges to continue using the Services.

12.2 Taxes

(a) All fees are quoted in GBP unless otherwise specified.

(b) Fees are exclusive of VAT and other applicable taxes, which will be added where applicable. For business-to-business cross-border supplies where a reverse charge mechanism applies under applicable VAT legislation, you are responsible for self-accounting for any VAT due in your jurisdiction.

12.3 Payment Methods (Self-Serve / Card Payments)

(a) For self-serve Paid Plans and Credit Package purchases made through the Platform, you authorise us (and/or our third-party payment processor) to charge your payment method for: (i) subscription fees; (ii) Credit Packages; (iii) Usage Charges; and (iv) any applicable taxes.

(b) If you enable auto top-up (if offered), you authorise us to charge your payment method when your Credit Balance reaches a threshold you select (or a default threshold communicated in the Platform).

12.4 Contract Plans (Monthly Invoicing)

(a) If you purchase the Services under a Contract Plan, the fees, included usage (if any), Credit allocations (if any), billing model (fixed, usage-based, minimum commitment), and payment terms will be set out in the applicable Order Form.

(b) Unless otherwise stated in the Order Form, we will invoice monthly in arrears for Usage Charges and monthly in advance for fixed subscription/commitment fees. Each invoice will clearly identify which line items relate to advance charges and which relate to arrears usage charges.

(d) You are responsible for ensuring purchase order details (if required by you) are provided in a timely manner; failure to provide a purchase order does not suspend your obligation to pay undisputed amounts when due.

12.5 Subscription Term, Renewal and Cancellation

(a) For self-serve subscriptions, your Subscription Term is as shown at checkout (monthly or annual) and renews automatically unless cancelled before renewal.

(b) For Contract Plans, renewal (if any) is governed by the Order Form.

(c) Cancellation through your account dashboard will take effect at the end of the then-current billing period, unless otherwise stated in the Platform or required by law.

(d) If you cancel, you remain responsible for fees incurred up to the effective cancellation date, including any Usage Charges, Credit purchases, and applicable taxes.

12.6 Free Sign-up Credits and Free Trials

(a) We may offer a Free Sign-up Credits or free trials from time to time. We may set limits (including Credit limits), feature restrictions, and usage caps for Free Sign-up Credits and trial access.

(b) If you are on a free trial that requires a payment method, you will be charged automatically at the end of the trial unless you cancel before the trial ends (as described in the Platform).

(c) We may modify, suspend, or terminate the Free Sign-up Credits or any trial at any time, including changing Credit allocations and limits, in accordance with clause 12.9.

12.7 Credit Packages, Usage Charges and Overages

(a) Credit Packages may be one-off or recurring, and may be subject to expiry dates shown in the Platform or Order Form.

(b) Unless otherwise stated in the Platform or Order Form: (i) purchased Credits are consumed before free Credits; (ii) Credits are valid for 12 months; and (iii) unused Credits are not refundable.

(c) If you incur Usage Charges (including overages), those charges will be billed and payable in accordance with clause 12.3 (self-serve) or clause 12.4 (Contract Plans).

(d) Credits may expire as specified in the Platform or Order Form.

(e) Credits exhausted during processing may interrupt execution.

(f) Credits consumed due to verified platform errors will be credited.

12.8 Payment Failure, Late Payment and Suspension

(a) If a payment attempt fails (self-serve), we may retry the charge, restrict usage, suspend access, or downgrade you to the Free Sign-up Credits until payment is received.

(b) For invoiced customers, undisputed amounts not paid when due will accrue interest at 8% per annum above the Bank of England base rate (or the maximum permitted by law, if lower), calculated daily from the due date until paid.

(c) If payment is more than thirty (30) days overdue (or such other period stated in the Order Form), we may suspend access to the Services until all overdue amounts are paid.

(d) You remain responsible for all fees incurred prior to and during any suspension, and for reasonable costs of collection where permitted by law.

12.9 Price and Plan Changes

(a) We may change our fees, Credit rates, Credit consumption rules, plan features, or plan limits from time to time.

(b) For self-serve subscriptions, we will provide at least thirty (30) days' notice of material fee increases or material adverse changes to your plan, and such changes will take effect on your next renewal unless required sooner for security, legal, or regulatory reasons.

(d) Continued use of the Services after a change takes effect constitutes acceptance of the updated pricing or plan terms.

12.10 Refunds and Credits

(a) Subscription fees, Credit Packages, and Usage Charges are generally non-refundable, except where required by law or expressly stated in these Terms or an Order Form.

(b) If we fail to meet our Uptime Target, your sole and exclusive remedy is service credits in clause 8.3 (where applicable).

(c) If we materially breach these Terms and fail to cure within thirty (30) days of written notice, you may be entitled to a pro-rata refund of prepaid fixed subscription fees for the unused portion of the Subscription Term (excluding consumed usage, Usage Charges, and Credit Packages already used).

(d) Any credits or refunds (if applicable) will be issued to the original payment method or applied to future invoices, at our discretion, within thirty (30) days.

12.11 Downgrades

If you downgrade a Paid Plan, the downgrade takes effect at the end of your current billing cycle (unless the Platform states otherwise). Any unused Credits, included usage, or plan entitlements do not generate refunds unless required by law.

12.12 Credit Integrity

If we reasonably determine that Credits were obtained or used fraudulently, in breach of these Terms, or by exploiting system vulnerabilities or promotional offers:

(a) we reserve the right to immediately invalidate those Credits without compensation;

(b) we may suspend or terminate the relevant account in accordance with clause 18; and

Credit balances obtained through fraudulent or abusive means have no monetary value and are not refundable. Credits may only be used by the account to which they were issued and may not be transferred, resold or exchanged for cash or other value.

13. Warranty Disclaimers

13.1 "As Is" Provision

The Services are provided "as is" and "as available" without any warranties, representations or conditions of any kind, whether express, implied, statutory or otherwise. Nothing in this clause 13 excludes or limits any warranty that cannot be excluded or limited under applicable law, including under the Consumer Rights Act 2015 where you are acting as a consumer.

13.2 Disclaimer of Warranties

To the fullest extent permitted by law, we disclaim all warranties, including but not limited to:

(a) implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;

(b) warranties arising from course of dealing or usage of trade;

(c) warranties that the Services will be uninterrupted, error-free, secure or free from viruses or other harmful components;

(d) warranties that the Services will meet your requirements or achieve any particular results;

(e) warranties regarding the accuracy, reliability or completeness of any content, information or outputs provided through the Services; and

(f) warranties that any defects or errors will be corrected.

13.3 AI-Specific Disclaimers

You acknowledge and agree that:

(a) AI systems are probabilistic and may produce unpredictable, inconsistent or incorrect outputs;

(b) we make no warranty that AI outputs will be accurate, complete, reliable, current or error-free;

(d) AI outputs may not comply with your legal, regulatory or business requirements;

(e) the Services may not be suitable for your intended use case; and

(f) you use the Services and any outputs at your own risk.

13.4 Third-Party Content and Services

We make no representations or warranties regarding any third-party content, services or integrations accessible through the Services.

13.5 Risk Allocation

You acknowledge that these warranty disclaimers reflect a reasonable allocation of risk between the parties and are a fundamental basis of our agreement. Without these disclaimers, we would not provide the Services at the current pricing.

13.6 Output Identifiers

Certain outputs generated through the Services may include watermarks, identifiers, or attribution markers indicating AI-generated content ("Output Identifiers"). Output Identifiers are a feature of the underlying AI systems and may not be removable in all circumstances. HyperionWave makes no warranty regarding the presence, absence, completeness, or legal sufficiency of Output Identifiers for any regulatory or compliance purpose. You are solely responsible for implementing any additional disclosure or marking obligations required by applicable law, including under the EU AI Act (see clause 22).

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

To the fullest extent permitted by law, in no event shall HyperionWave, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to you for any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to:

(a) loss of profits, revenue, business or anticipated savings;

(b) loss of data, information or customer data;

(d) business interruption or downtime;

(e) cost of substitute services or products;

(f) failure to realise expected benefits or cost savings; or

(g) any other indirect or consequential losses or damages, whether arising from contract, tort (including negligence), strict liability or any other legal theory, even if we have been advised of the possibility of such damages.

14.2 Cap on Direct Damages

To the fullest extent permitted by law, our total aggregate liability to you for all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by you to HyperionWave for the Services during the twelve (12) months immediately preceding the event giving rise to the liability.

Where you use the Services under a Free Sign-up Credits, HyperionWave’s total aggregate liability shall not exceed £100.

14.3 Exceptions to Limitations

Nothing in these Terms excludes or limits our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(d) breach of confidentiality obligations under clause 9 (including in respect of Custom Agent IP);or

(e) any other liability that cannot be excluded or limited under applicable law.

14.4 Essential Basis of Agreement

You acknowledge and agree that:

(a) these limitations of liability reflect a reasonable and fair allocation of risk between you and HyperionWave;

(b) the fees charged for the Services are set in reliance on these limitations;

(c) these limitations will apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose; and

(d) these limitations represent a fundamental element of the basis of the bargain between you and HyperionWave.

14.5 Application

The limitations and exclusions in this clause 14 apply to the fullest extent permitted by law, regardless of the legal theory under which liability is asserted.

14.6 Separate Claims

For the avoidance of doubt, the limitations in this clause 14 apply separately to each legal entity that is a party to these Terms and to each individual claim or cause of action.

14.7 Third-Party Services Exclusion

To the fullest extent permitted by law, HyperionWave has no liability for Third-Party Services, including any Third-Party outputs, availability, security incidents, IP claims, regulatory issues, pricing changes or acts/omissions of any Third-Party Provider, even if accessed via the Services.

15. Indemnification

15.1 Your Indemnification Obligations

You agree to indemnify, defend and hold harmless HyperionWave, its Affiliates and their respective officers, directors, employees, agents, contractors, successors and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) your use or misuse of the Services;

(b) your breach of these Terms or any applicable law or regulation;

(c) Customer Data, including any claim that Customer Data infringes or violates any third-party intellectual property rights or other rights;

(d) your violation of any third-party rights, including intellectual property rights, privacy rights or confidentiality obligations;

(e) any claim that your use of AI outputs resulted in harm, loss or damage to any third party;

(f) negligence, wilful misconduct or illegal acts by you or your Authorised Users;

(g) use of the Services by your Authorised Users;

(h) any allegation that your use of the Services violates applicable law, including data protection laws, anti-discrimination laws or industry regulations; or

(i) your access to or use of any Third-Party Services (including where facilitated by a Connector), including any claim that Third-Party outputs infringe third-party rights, violate law, or cause harm.

15.2 Indemnification Procedure

(a) We will provide you with prompt written notice of any claim for which we seek indemnification.

(b) You shall have sole control over the defence and settlement of any such claim, provided that: (i) you may not settle any claim in a manner that admits fault or liability on our behalf or imposes any obligation on us without our prior written consent; and (ii) we may participate in the defence at our own expense.

(d) We will provide reasonable cooperation in the defence at your expense.

15.3 Our Indemnification Obligations

We agree to indemnify, defend and hold you harmless from any third-party claim that the Services, when used in accordance with these Terms, infringe a third party's valid patent, copyright or trademark, provided that:

(a) you provide us with prompt written notice of the claim;

(b) you grant us sole control over the defence and settlement of the claim; and

For clarity, this indemnity does not apply to Third-Party Services, Third-Party outputs or any content generated by a Third-Party Provider's systems.

15.4 Our Remedies for IP Claims

If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may at our option and expense:

(a) obtain the right for you to continue using the Services;

(b) replace or modify the Services to make them non-infringing; or

(c) if neither (a) nor (b) is commercially reasonable, terminate your access to the affected Services and refund any prepaid fees for the unused portion of the Subscription Term.

15.5 Exceptions to Our IP Indemnity

We have no obligation to indemnify you for claims arising from:

(a) modifications to the Services not made by us;

(b) use of the Services in combination with third-party products, services or data not provided or approved by us;

(d) Customer Data or content you provide;

(e) continued use of allegedly infringing Services after we have notified you to cease use;

(f) use of a superseded or outdated version of the Services where a non-infringing version was available; or

(g) Third-Party Services or Third-Party outputs, including any AI model outputs provided by Third-Party Providers.

15.6 Exclusive Remedy

This clause 15 states your exclusive remedy and our sole liability for any intellectual property infringement claims.

16. Export Controls and Sanctions Compliance

16.1 Export Control Compliance

(a) The Services may be subject to export control laws and regulations of the United Kingdom, United States, European Union and other jurisdictions.

(b) You agree to comply with all applicable export control laws and regulations.

(c) You shall not export, re-export or transfer the Services or any technical data derived from the Services to any prohibited country, entity or person.

16.2 Sanctions Compliance

You represent and warrant that:

(a) you are not located in, under the control of, or a national or resident of any country subject to United Kingdom or United States comprehensive sanctions (including but not limited to Cuba, Iran, North Korea, Syria or the Crimea region);

(b) you are not listed on any UK or US government list of prohibited or restricted parties, including the UK Consolidated List of Financial Sanctions Targets or the US Treasury Department's list of Specially Designated Nationals;

(d) you will not permit any Authorised User to access or use the Services in violation of applicable sanctions or export controls.

16.3 Suspension for Non-Compliance

We reserve the right to suspend or terminate your access to the Services immediately if we reasonably believe you are in violation of any export control or sanctions laws or if we are required to do so to comply with applicable law.

16.4 Indemnification

You agree to indemnify and hold us harmless from any claims, damages or losses arising from your violation of export control or sanctions laws.

17. Force Majeure

17.1 Suspension of Performance

Neither party shall be liable for any delay or failure in performance of its obligations under these Terms (other than payment obligations) to the extent such delay or failure is caused by a Force Majeure Event.

17.2 Force Majeure Events

For purposes of these Terms, a "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to:

(a) acts of God, natural disasters, earthquakes, floods, fires, hurricanes or severe weather;

(b) war, terrorism, riots, civil unrest or insurrection;

(d) strikes, labour disputes or work stoppages (other than those involving the affected party's own employees);

(e) government actions, laws, regulations, orders, embargoes or blockades;

(f) cyberattacks, distributed denial-of-service attacks or other malicious network attacks (provided the affected party maintained reasonable cybersecurity measures);

(g) failure or interruption of public utilities, telecommunications or internet services; or

(h) any other cause beyond the reasonable control of the affected party.

17.3 Notice and Mitigation

(a) The affected party shall notify the other party promptly (and in any event within five (5) business days) after becoming aware that a Force Majeure Event has occurred and is expected to affect performance.

(b) The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

(c) The affected party shall keep the other party reasonably informed of the status and expected duration of the Force Majeure Event.

17.4 Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party. In such case, you will be entitled to a pro-rata refund of any prepaid fees for the unused portion of the Subscription Term.

18. Suspension and Termination

18.1 Suspension by Us

We may immediately suspend your access to the Services without prior notice if:

(a) you breach these Terms and fail to cure the breach within five (5) business days of written notice (or immediately for material breaches involving security, illegal activity or harm to our systems or other users);

(b) your account is more than thirty (30) days overdue on payment;

(c) we reasonably believe your use of the Services poses a security risk, violates applicable law or may harm HyperionWave, our systems or other users;

(d) we are required to do so by law, court order or regulatory authority;

(e) you violate the Acceptable Use Policy in clause 6; or

(f) we reasonably believe you are engaging in fraudulent or abusive activity.

(g) your account or Credit balance was obtained through fraudulent, abusive or dishonest means, including exploitation of promotional offers, free trials or referral programmes.

18.2 Notice of Suspension

Where reasonably practicable, we will provide you with notice of suspension and an opportunity to remedy the issue before suspending access, except in cases where immediate suspension is necessary for security, legal compliance or to prevent harm.

18.3 Effect of Suspension

During any suspension:

(a) you will not have access to the Services or Customer Data;

(b) we will not be required to provide support;

(d) suspension does not relieve you of your obligations under these Terms.

18.4 Termination by You

(a) You may terminate these Terms and close your account at any time by: (i) cancelling your subscription through your account dashboard; or (ii) contacting us at support@unago.ai.

(b) Termination will be effective at the end of your then-current Subscription Term unless otherwise agreed.

(d) If you terminate within a free trial period, termination is effective immediately and no fees will be charged.

18.5 Termination by Us

We may terminate these Terms and your access to the Services:

(a) immediately upon notice if you materially breach these Terms and fail to cure within five (5) business days of written notice;

(b) immediately upon notice if your breach cannot be cured or involves illegal activity, security violations or harm to our systems or other users;

(d) immediately if required by law or regulatory authority; or

(e) immediately if you become subject to insolvency proceedings or cease business operations.

18.6 Effect of Termination

Upon termination or expiration of these Terms for any reason:

(a) all rights and licences granted to you under these Terms will immediately cease;

(b) you must immediately cease all use of the Services;

(d) you remain responsible for all fees incurred prior to termination;

(e) we will delete Customer Data in accordance with clause 11.2; and

(f) provisions that by their nature should survive termination will survive, as set out in clause 21.14.

18.7 Data Retrieval Prior to Termination

We will provide you with a reasonable opportunity (not less than thirty (30) days) to export and retrieve Customer Data prior to final deletion, unless termination results from your breach involving illegal activity or security violations.

18.8 Free Sign-up Credits/Trial Access

If you are using the Free Sign-up Credits or a trial version of the Services, we may suspend or terminate your access at any time in accordance with these Terms (including clause 6), without liability, subject to any non-excludable consumer rights where applicable.

19. Dispute Resolution

19.1 Informal Resolution

Before initiating any formal dispute resolution process, the parties agree to first attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") through good faith negotiations. Each party agrees to participate in reasonable informal efforts to resolve Disputes before initiating formal proceedings (other than for urgent injunctive relief or small claims under clause 19.6). The statute of limitations and any applicable filing deadlines shall be tolled during the informal resolution period.

19.2 Notice of Dispute

A party asserting a Dispute shall provide the other party with written notice describing the nature of the Dispute and the relief sought. The parties shall then meet (in person or via video conference) within thirty (30) days to attempt to resolve the Dispute.

19.3 Mediation

If the Dispute is not resolved through informal negotiations within thirty (30) days of the notice in clause 19.2, either party may propose mediation. If both parties agree to mediation:

(a) the mediation shall be conducted by a mutually agreed mediator in London, England;

(b) each party shall bear its own costs and shall share equally the mediator's fees; and

19.4 Litigation

If the Dispute is not resolved through informal negotiations or mediation (or if a party declines mediation in writing), either party may bring proceedings in the courts of England and Wales in accordance with clause 20.2. Nothing in this clause 19 prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction at any time.

19.5 Exceptions and Interim Relief

Notwithstanding the foregoing, either party may at any time seek from a court of competent jurisdiction:

(a) interim or interlocutory injunctive relief to prevent irreparable harm pending resolution of a Dispute;

(b) emergency relief to preserve the status quo; or

Seeking such relief shall not constitute a waiver of the obligation to attempt informal resolution under clause 19.1.

19.6 Small Claims

Disputes involving amounts of £10,000 or less may be brought in the small claims track of the County Court without first exhausting the informal resolution process in clauses 19.1-19.3, provided that the party bringing the claim has first given the other party written notice of the claim and fourteen (14) days to respond.

19.7 Class Action Waiver

To the fullest extent permitted by law, each party may bring Disputes against the other only in an individual capacity. Neither party may bring or participate in any class, consolidated or representative proceedings against the other.

20. Governing Law and Jurisdiction

20.1 Governing Law

These Terms and any non-contractual obligations arising from or connected with them shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

20.2 Jurisdiction

Subject to clause 19 (Dispute Resolution), the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute not resolved through the informal resolution process in clause 19.

20.3 Waiver of Jury Trial

To the fullest extent permitted by law, each party hereby waives any right to a jury trial in connection with any dispute arising out of or relating to these Terms or the Services.

21. General Provisions

21.1 Entire Agreement

(a) These Terms, together with our Privacy Policy, Data Processing Agreement and any order forms or subscription agreements you have entered into with us, constitute the entire agreement between you and HyperionWave regarding the Services.

(b) These Terms supersede all prior or contemporaneous agreements, understandings, negotiations, representations and warranties, whether written or oral, regarding the Services.

(c) In the event of any conflict between these Terms and any other agreement or document, these Terms shall prevail unless expressly stated otherwise in a signed written agreement.

21.2 Amendments to These Terms

(a) We may update or modify these Terms from time to time at our sole discretion.

(b) If we make material changes to these Terms, we will notify you by: (i) sending an email to the address associated with your account; (ii) posting a notice on our website at https://unago.ai; or (iii) providing notice through the Platform.

(d) Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.

(e) If you do not agree to the updated Terms, you must stop using the Services and may terminate your account in accordance with clause 18.4.

21.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its intent to the greatest extent possible.

21.4 Waiver

(a) No waiver of any provision of these Terms shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless expressly provided in writing.

(b) Our failure or delay in enforcing any provision of these Terms shall not be construed as a waiver of that provision or any other provision.

21.5 Assignment

(a) You may not assign, transfer, delegate or sublicence these Terms or any of your rights or obligations hereunder without our prior written consent. Any attempted assignment in violation of this clause shall be void.

(b) We may assign or transfer these Terms, in whole or in part, to any Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets, without your consent. We will notify you of any such assignment.

(c) These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

21.6 Relationship of the Parties

(a) The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

(b) Neither party has authority to bind the other party or to incur any obligation on the other party's behalf without the other party's prior written consent.

21.7 Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

21.8 Notices

(a) All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (i) delivered personally or by courier; (ii) sent by registered or certified mail, return receipt requested; or (iii) sent by email to the email address associated with your account (for notices to you) or to legal@unago.ai (for notices to us), provided that email notices shall only be effective if confirmed by a read receipt or reply.

(b) Notices to you may also be provided through the Platform or by posting on our website.

(d) Notices to us should be sent to: HyperionWave Limited, attn: Legal Department, 5-7 The Crescent, Newquay, Cornwall, TR7 1DT, United Kingdom; email: legal@unago.ai.

21.9 Interpretation

(a) Headings are for convenience only and do not affect interpretation.

(b) References to clauses are to clauses of these Terms.

(d) The words "herein", "hereof" and "hereunder" refer to these Terms as a whole and not to any particular provision.

(e) References to the singular include the plural and vice versa.

(f) References to any statute or statutory provision include any subordinate legislation made under it and any modification, amendment or re-enactment of it.

21.10 Language

These Terms are drafted in English. In the event of any conflict between an English version and a translation into any other language, the English version shall prevail.

21.11 Counterparts and Electronic Signatures

(a) These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

(b) Electronic acceptance of these Terms (such as clicking "I Agree" or "Accept") shall have the same legal effect as a handwritten signature.

21.12 Publicity

(a) Opt-in only. We will not identify you by name, use your logo, trademarks or other branding, or refer to you as a customer of HyperionWave in any external marketing materials, website, presentations, press releases, social media, investor materials or customer lists without your prior written consent.

(b) Permitted references. Once you have provided written consent under clause 21.12(a), we may make the specific reference(s) agreed. Any broader use (such as case studies, testimonials, detailed descriptions of your use of the Services, or co-marketing activities) requires separate prior written consent for each such use.

(c) Withdrawal of consent. You may withdraw consent given under clause 21.12(a) at any time by written notice to support@unago.ai. We will remove or cease any consented references within thirty (30) days of receiving such notice, except where removal is not reasonably practicable for materials already in physical circulation.

(d) Our own communications. Nothing in this clause prevents HyperionWave from making general statements about the nature of its customer base (e.g., "we serve customers across financial services and technology") provided no individual customer is identifiable from such statements.

21.13 Government Use

If you are a government entity or are using the Services on behalf of a government entity, the Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in UK and US government regulations. Use, duplication or disclosure by the government is subject to the restrictions set forth in these Terms.

21.14 Survival

The following provisions shall survive termination or expiration of these Terms for any reason: clauses 2 (Definitions), 7 (Intellectual Property Rights, including clause 7.5 – Custom Agent Ownership), 9 (Confidentiality), 11 (Data Retention and Deletion), 12.2 (Taxes), 12.8 (Payment Failure – in respect of amounts already accrued), 12.12 (Credit Integrity), 13 (Warranty Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Export Controls and Sanctions Compliance), 19 (Dispute Resolution and Arbitration), 20 (Governing Law and Jurisdiction) and 21 (General Provisions).

21.15 Electronic and Text Message Communications

Where you opt in to receive text messages or other electronic communications from HyperionWave (including service alerts, billing notifications or product updates), you consent to receive such messages to the number or address you provide. You may opt out at any time by following the unsubscribe instructions in the message or by contacting support@unago.ai. Standard message and data rates imposed by your telecommunications provider may apply. HyperionWave is not responsible for any charges imposed by your provider in connection with such communications.

22. EU Artificial Intelligence Act Compliance

22.1 Applicability

This clause applies to the extent that you or your end users are established in or otherwise subject to the European Union Artificial Intelligence Act (Regulation (EU) 2024/1689) ("EU AI Act").

22.2 AI System Classification

(a) The AI systems and models provided through our Services are generally classified as "limited risk" or "minimal risk" AI systems under the EU AI Act for typical business use cases.

(b) Specific classifications depend on your actual use of the AI outputs. You are responsible for determining the appropriate risk classification based on your use case.

22.3 Transparency Obligations

(a) We inform you that content generated through our Services is produced by artificial intelligence systems.

(b) If you deploy AI-generated outputs to your end users or customers, you are responsible for: (i) disclosing to end users that they are interacting with AI-generated content or AI-assisted decisions; (ii) implementing transparency measures as required by the EU AI Act; and (iii) maintaining appropriate documentation and records.

22.4 High-Risk Use Cases

(a) If you intend to use the Services for high-risk applications as defined in the EU AI Act (such as employment decisions, credit scoring, law enforcement, biometric identification, critical infrastructure or education/vocational training), you must: (i) notify us in writing prior to such use at legal@unago.ai; (ii) ensure compliance with all requirements of the EU AI Act for high-risk AI systems; (iii) implement human oversight, testing, validation and risk management measures; and (iv) maintain technical documentation and records as required by the EU AI Act.

(b) We do not warrant that the Services comply with the EU AI Act requirements for high-risk AI systems unless we have expressly agreed in writing to support such use case.

22.5 Prohibited Practices

You shall not use the Services for any AI practice prohibited by the EU AI Act, including but not limited to:

(a) subliminal manipulation or exploitation of vulnerabilities;

(b) social scoring by public authorities;

(c) real-time remote biometric identification in publicly accessible spaces for law enforcement (except as permitted by the EU AI Act);

(d) emotion recognition in workplace or educational institutions (except for medical or safety reasons); or

(e) any other practice prohibited under Article 5 of the EU AI Act.

22.6 Documentation and Cooperation

We will maintain appropriate technical documentation regarding the AI systems underlying the Services. Upon reasonable request and subject to confidentiality obligations, we will provide information reasonably necessary for you to comply with your obligations under the EU AI Act.

22.7 Updates to Compliance

As the EU AI Act is implemented and enforcement guidance evolves, we may update this clause and our practices to ensure ongoing compliance. We will notify you of material changes.

23. Contact Information

23.1 Questions and Support

For questions about these Terms, the Services or to exercise your rights under these Terms, please contact us:

● Email: info@unago.ai

● Support: support@unago.ai

● Legal: legal@unago.ai

● Data Protection Officer: dpo@unago.ai

● Security issues: security@unago.ai

23.2 Registered Office

HyperionWave Limited, 5-7 The Crescent Newquay, Cornwall TR7 1DT, United Kingdom

23.3 Company Information

Registered in England and Wales

Company number: 16645022

24. Acknowledgement

By accessing or using the Services, you acknowledge that:

1. You have read and understood these Terms;

2. You agree to be bound by these Terms;

3. If you are acting on behalf of an organisation, you have the authority to bind that organisation;

4. You understand that the Services involve artificial intelligence systems that may produce errors or unexpected results;

5. You accept responsibility for reviewing and validating all AI outputs before use;

6. You agree to the limitations of liability and warranty disclaimers set forth in these Terms;

7. You agree to attempt to resolve disputes through the informal resolution process set forth in clause 19 before initiating formal proceedings; and

8. You have had the opportunity to seek legal advice regarding these Terms.