Terms and Conditions

Supplier	AgentForecast (operated by Solved By AI Ltd)
Company No.	SC653985
Registered office	Scotia Bank House, 6 South Charlotte Street, Edinburgh, EH2 4AW
Version	Draft prepared 1 April 2026

These End User Licence Agreement and Online Terms (“Terms”) govern access to and use of the software, APIs, dashboards, automations, agents, integrations, documentation, support and related services provided by AgentForecast, operated by Solved By AI Ltd (the “Supplier”).

These Terms apply when a Customer creates an account, clicks to accept these Terms, places an online order, purchases or subscribes through AWS Marketplace or another approved online marketplace, executes a document that incorporates these Terms, or otherwise accesses or uses the Services. The Services are intended for business use only.

1. Definitions and interpretation

“Account”

means any account, workspace, tenant, environment or credentials used to access the Services.

“Authorised User”

means any employee, contractor or individual whom the Customer permits to access or use the Services on its behalf.

“Customer”

means the person or organisation that accepts these Terms or otherwise purchases, accesses or uses the Services.

“Customer Data”

means all data, content, records, files, prompts, inputs, configuration settings and other information submitted to, made available to, or accessed by the Services on the Customer’s behalf, excluding Usage Data and the Supplier’s proprietary materials.

“Data Protection Laws”

means all applicable laws and regulations relating to privacy, data protection, data security, the processing of personal data and direct marketing.

“Direct Subscription”

means a paid subscription purchased directly from the Supplier through an online checkout, website or payment link rather than through a Marketplace Offer.

“Documentation”

means the Supplier’s then-current user guides, technical documentation and online help materials for the Services.

“Marketplace”

means AWS Marketplace or any other approved third-party marketplace through which the Supplier offers the Services.

“Marketplace Offer”

means the applicable public offer, private offer, listing, subscription, amendment, renewal or other marketplace transaction through which the Customer acquires the Services.

“Output”

means any forecast, recommendation, schedule, optimisation, score, classification, generated content or other result produced by the Services.

“Services”

means the Supplier’s software-as-a-service offerings, APIs, dashboards, hosted tools, connectors, automations, Documentation, support services and related functionality made available to the Customer from time to time.

“Subscription Term”

means the initial subscription period and any renewal period during which the Customer is entitled to use the Services.

“Supplier”

means AgentForecast, operated by Solved By AI Ltd, company number SC653985, whose registered office is at Scotia Bank House, 6 South Charlotte Street, Edinburgh, EH2 4AW.

“Third-Party Services”

means any third-party platform, application, website, data source, cloud service or software that interoperates with, connects to or is used together with the Services.

“Usage Data”

means technical logs, account metadata, usage statistics, performance metrics, support data and other operational or analytical information relating to the provision, support, security and improvement of the Services, provided that Usage Data does not identify the Customer or any individual when used in aggregated or de-identified form.

1.1 In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) the words “including” and “includes” mean “including without limitation”; and (c) references to the singular include the plural and vice versa where the context requires.

2. Contract formation and order of precedence

2.1 A binding contract is formed between the Supplier and the Customer when the Customer or an Authorised User first does any of the following: (a) creates an Account and accepts these Terms; (b) places an online order or subscribes through a Marketplace; (c) executes an order form, private offer, proposal or other document that incorporates these Terms; or (d) accesses or uses the Services.

2.2 If an individual accepts these Terms or uses the Services on behalf of a company or other organisation, that individual represents and warrants that they have authority to bind that entity, and “Customer” refers to that entity.

2.3 The Services are provided for business purposes only. The Customer represents that it is acquiring and using the Services in the course of trade, business or profession and not as a consumer.

2.4 If the Customer purchases the Services under a Marketplace Offer, private offer, order form, product schedule or similar commercial document that expressly references these Terms, that document forms part of the contract. In the event of conflict, the following order of precedence applies: (a) the Marketplace Offer, private offer or order form; (b) any product schedule or service-specific terms; (c) these Terms; and (d) the Documentation.

2.5 For Marketplace purchases, the applicable Marketplace Offer and Marketplace rules prevail over these Terms solely to the extent necessary to determine pricing, billing, payment schedules, subscription term, renewal mechanics, refund mechanics and similar commercial administration.

3. Services, access rights and support

3.1 Subject to the Customer’s compliance with these Terms and payment of all applicable fees, the Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services, Documentation and Outputs for the Customer’s internal business purposes.

3.2 Support services, onboarding, implementation services, service levels and response commitments apply only to the extent expressly stated in the applicable Marketplace Offer, order form, plan description or Documentation.

3.3 The Supplier may host, operate and maintain the Services itself or through third-party hosting or cloud providers. The Supplier may update, patch, modify or enhance the Services from time to time, including to improve security, functionality, performance or compliance.

3.4 The Customer is responsible for procuring and maintaining the network connections, browsers, devices, operating environment and other systems required to access the Services, except to the extent expressly provided by the Supplier.

3.5 Except as expressly permitted by these Terms or by mandatory law, the Customer shall not: (a) resell, lease, sublicense or otherwise make the Services available to a third party as a service bureau or managed service; (b) remove or obscure proprietary notices; or (c) access the Services for the purpose of building a product or service that copies the core functionality of the Services.

4. Accounts, credentials, API keys and security

4.1 The Customer shall provide accurate, current and complete account information and keep it updated.

4.2 The Customer is responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, tokens, OAuth credentials and other credentials used to access the Services or connected systems.

4.3 Any access to, use of, or action taken through the Services using valid credentials, tokens or API keys associated with the Customer’s Account will be deemed authorised by the Customer.

4.4 The Customer shall promptly notify the Supplier of any actual or suspected unauthorised access to the Services, compromise of credentials, misuse of API keys or other security incident affecting the Customer’s use of the Services.

4.5 The Supplier may require the Customer to use reasonable security controls, including multi-factor authentication, password policies, IP restrictions, role-based permissions or key rotation, where appropriate to protect the Services and Customer Data.

5. Third-party integrations, OAuth and automated agents

5.1 The Services may integrate with Third-Party Services by means of APIs, OAuth connections, webhooks, file transfer, data connectors, browser-based authorisation or other technical mechanisms.

5.2 By enabling or using a Third-Party Service with the Services, the Customer authorises the Supplier and the Services to access, receive, transmit, copy, process and use data from that Third-Party Service to the extent permitted by the permissions configured by the Customer and as necessary to provide the Services.

5.3 The Customer represents and warrants that it has all rights, permissions, notices and consents needed to connect the Third-Party Services, provide any related credentials or tokens, and instruct the Supplier to access and process relevant data.

5.4 The Supplier is not responsible for the availability, uptime, acts or omissions, data accuracy, security, legality, pricing, terms of use or API changes of any Third-Party Service. The Supplier is not liable for any loss or interruption caused by the suspension, deprecation, withdrawal, rate limiting or modification of a Third-Party Service.

5.5 The Services may permit workflows, automations or software agents to perform actions in connected systems based on Customer configuration, rules or prompts. The Customer is solely responsible for configuring permissions, supervising automated behaviour, validating agent actions and determining whether such actions are suitable for its business use case.

5.6 The Supplier may disable or limit a Third-Party Service integration where required for security, legal or technical reasons, including where the Third-Party Service changes or withdraws access.

6. Customer data, personal data and usage data

6.1 As between the parties, the Customer owns all right, title and interest in and to the Customer Data.

6.2 The Customer grants the Supplier a worldwide, non-exclusive licence to host, copy, process, transmit, display and otherwise use the Customer Data solely to the extent necessary to provide, support, secure, maintain and improve the Services, to generate Outputs, to comply with law, and as otherwise permitted by these Terms.

6.3 The Supplier shall use commercially reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, accidental loss, destruction, alteration or disclosure, taking into account the nature of the Services and the risks presented.

6.4 The Customer is responsible for the legality, quality, accuracy and integrity of Customer Data and for obtaining all rights, notices and consents necessary for the Supplier to lawfully process Customer Data and provide the Services.

6.5 Each party shall comply with applicable Data Protection Laws. To the extent the Supplier processes personal data on behalf of the Customer in connection with the Services, the Customer acts as controller or equivalent business user and the Supplier acts as processor or service provider. In that context, the Supplier will process personal data only on documented instructions, ensure that persons authorised to process personal data are subject to confidentiality obligations, implement reasonable security measures, and require equivalent obligations from subprocessors engaged to support the Services.

6.6 Where the Supplier makes a separate data processing addendum available for the Services, that addendum is incorporated into these Terms to the extent required by applicable Data Protection Laws.

6.7 The Supplier may use Usage Data and may create and use de-identified, anonymised and aggregated data derived from Customer Data and use of the Services to monitor service health, analyse performance, benchmark activity, improve the Services, and train, tune or validate the Supplier’s models and systems, provided that such data does not identify the Customer or any individual.

6.8 The Supplier’s privacy policy, available at https://www.agentforecast.ai/privacy, applies to the Supplier’s processing of personal data where it acts as controller, including in relation to website use, account administration, billing and general business operations.

7. AI outputs and customer decisions

7.1 The Services may generate Outputs that are probabilistic, predictive, inferential or machine-generated in nature, including forecasts, recommendations, schedules, staffing guidance, inventory guidance, classifications, alerts, explanatory text and other content.

7.2 The Supplier does not warrant or guarantee that any Output will be accurate, complete, current, error-free, uninterrupted, fit for a particular purpose or capable of achieving any particular business outcome, revenue result, operational result, financial result or regulatory result.

7.3 The Customer remains solely responsible for reviewing Outputs, exercising independent judgment and making all business, staffing, pricing, procurement, stock, scheduling, operational, legal, compliance and financial decisions arising from or related to use of the Services.

7.4 The Customer shall not rely on the Services or any Output as the sole basis for decisions in safety-critical, regulated, legal, medical or similarly sensitive contexts without independent validation and appropriate human oversight.

7.5 The Customer acknowledges that Output quality may be affected by the completeness, accuracy, timeliness, consistency and structure of Customer Data and third-party data sources, and by changes in external conditions, data patterns or source systems.

8. Acceptable use

8.1 The Customer shall not, and shall ensure that Authorised Users do not:

• use the Services for any unlawful, fraudulent, deceptive, infringing or abusive purpose;
• upload, transmit or make available any malware, malicious code or harmful content;
• circumvent or attempt to circumvent authentication, access controls, usage limits, rate limits or security measures;
• reverse engineer, decompile, disassemble, translate, adapt or otherwise attempt to derive source code, underlying ideas, models, prompts, structure or algorithms from the Services except to the extent such restriction is prohibited by mandatory law;
• use the Services to overload, disrupt, disable or impair the Supplier’s systems, infrastructure or other customers’ use of the Services;
• access or use the Services to develop, train, fine-tune, benchmark or improve a competing software product, service, model or dataset;
• use the Services to store or process data for which the Customer does not have the right to provide access, including data subject to contractual, statutory or fiduciary restrictions; or
• use the Services in breach of export control, sanctions or trade laws, or for the benefit of any prohibited person, entity or territory.

8.2 The Supplier may investigate suspected misuse of the Services and may remove or restrict content, credentials, integrations or usage that reasonably appears to breach these Terms or to create security, legal or operational risk.

9. Usage limits, metering, overages and rate limits

9.1 Use of the Services may be subject to usage limits, fair use thresholds, technical limits or commercial entitlements based on, by way of example, users, sites, stores, tasks, forecasts, records, connectors, API calls, data volume, compute intensity, tokens or other dimensions identified in the applicable pricing page, Marketplace Offer, Documentation or plan description.

9.2 If the Customer exceeds any included allowance or entitlement, the Supplier may charge overage fees, move the Customer to a higher plan, invoice additional amounts, or require the Customer to purchase additional capacity, in each case at the Supplier’s then-current rates or as otherwise stated in the applicable Marketplace Offer or order.

9.3 Where the Customer acquires the Services under a Marketplace Offer that includes usage-based billing, contract-with-consumption billing or metered overages, the Customer authorises the Supplier to measure, record and report relevant usage to the Marketplace operator for entitlement verification, billing and commercial administration.

9.4 The Supplier may apply or enforce technical rate limits, request throttling, request queuing, concurrency limits, storage limits and other safeguards in order to maintain service integrity, security, fairness and performance.

9.5 The Supplier may suspend or limit excessive, abnormal or abusive usage that threatens the security, availability or stability of the Services or that materially exceeds the agreed usage profile.

10. Fees, billing, subscriptions, refunds and taxes

10.1 The Customer shall pay the fees, charges and overages specified in the applicable Marketplace Offer, order form, online checkout, product listing, pricing page or plan description. Unless expressly stated otherwise, fees are exclusive of VAT, sales tax, GST and similar indirect taxes.

10.2 For Direct Subscriptions, payments may be processed through third-party payment processors, including Stripe. By purchasing a Direct Subscription, the Customer authorises the Supplier to charge the Customer’s chosen payment method on a recurring basis for subscription fees, overage fees, applicable taxes and other amounts due under these Terms.

10.3 Unless expressly stated otherwise for a Direct Subscription, the subscription renews automatically for successive periods equal to the initial billing cycle unless the Customer cancels before the renewal date. A cancellation of a Direct Subscription takes effect at the end of the current paid billing period.

10.4 If a payment for a Direct Subscription fails or is declined, the Supplier may retry the charge, request an updated payment method, suspend access to the Services until payment is successfully processed, or terminate the Services in accordance with these Terms.

10.5 Where the Customer purchases the Services through a Marketplace, pricing, billing, collection, payment schedules, renewal mechanics, cancellation mechanics, refund handling and related administration are governed by the applicable Marketplace Offer and Marketplace rules. The Supplier may rely on Marketplace reports, entitlement records and billing data for those purposes.

10.6 Except as required by law or expressly stated in an applicable Marketplace Offer, refund policy or order, all fees are non-refundable and payable in full without set-off, deduction or abatement.

10.7 The Customer is responsible for any taxes, duties, levies or similar governmental charges arising from its purchase or use of the Services, excluding taxes based on the Supplier’s net income. If the Customer is required by law to withhold tax from any payment, the Customer shall provide the Supplier with valid tax receipts or equivalent evidence of withholding.

10.8 The Supplier may change fees for Direct Subscriptions on reasonable prior notice. Any revised fees for a Direct Subscription will apply from the next renewal date following that notice. Pricing changes for Marketplace purchases are subject to the applicable Marketplace process and approval requirements.

11. Free tiers, trials, beta services and evaluations

11.1 The Supplier may offer free tiers, trial access, beta features, preview releases, proof-of-value environments or evaluation services at its discretion.

11.2 The Supplier may impose additional restrictions on free or trial use, including reduced functionality, usage limits, limited support, shorter retention periods and shorter notice periods for suspension or withdrawal.

11.3 If a trial is configured to convert to a paid subscription, the Supplier may begin charging the applicable fees at the end of the trial period provided the Customer was informed of that conversion mechanism at sign-up and had the opportunity to cancel before conversion.

11.4 Free, beta, preview and trial services are provided “as is” and may be modified, suspended or discontinued at any time. To the fullest extent permitted by law, they are excluded from any service commitments, indemnities and warranties unless expressly stated otherwise.

12. Intellectual property and feedback

12.1 The Supplier and its licensors own all right, title and interest in and to the Services, Documentation, software, models, algorithms, prompts, methods, workflows, interfaces, designs, know-how, trade marks and all related intellectual property rights, except for Customer Data.

12.2 Nothing in these Terms transfers ownership of any intellectual property rights from one party to the other except as expressly stated.

12.3 Subject to these Terms, the Customer may use Outputs generated by the Services for its internal business purposes. The Customer does not acquire any ownership rights in the Supplier’s models, software, methods or other underlying intellectual property merely because those elements contribute to an Output.

12.4 If the Customer provides feedback, suggestions, ideas or enhancement requests relating to the Services, the Supplier may use and exploit that feedback without restriction and without any obligation to the Customer.

13. Confidentiality

13.1 Each party (the “Receiving Party”) may receive Confidential Information from the other party (the “Disclosing Party”) in connection with these Terms. “Confidential Information” means Customer Data and any non-public business, technical, commercial or security information disclosed by or on behalf of the Disclosing Party that a reasonable person would understand to be confidential.

13.2 The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only to exercise its rights or perform its obligations under these Terms; (b) protect the Confidential Information using at least reasonable care; and (c) disclose the Confidential Information only to employees, contractors, professional advisers and subprocessors who need to know it for the purposes of these Terms and who are bound by confidentiality obligations no less protective than those in this clause.

13.3 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach of these Terms; (b) was lawfully known to the Receiving Party before disclosure; (c) is lawfully received from a third party without confidentiality restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

13.4 The Receiving Party may disclose Confidential Information where required by law, court order or regulatory requirement, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonably cooperates with any effort to limit the disclosure.

13.5 Each party acknowledges that unauthorised use or disclosure of Confidential Information may cause irreparable harm for which damages alone may not be an adequate remedy, and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedies available.

14. Warranties and disclaimers

14.1 Each party warrants that it has the power and authority to enter into these Terms and perform its obligations under them.

14.2 The Supplier warrants that it will provide the Services with reasonable skill and care and in material accordance with the Documentation, subject to the limitations and disclaimers set out in these Terms.

14.3 The Customer warrants that it has all necessary rights, permissions and lawful bases to provide Customer Data, connect Third-Party Services, grant access tokens or credentials, and use the Services as contemplated by these Terms.

14.4 Except as expressly stated in these Terms, the Services, Outputs, Documentation and any Third-Party Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, the Supplier disclaims all implied warranties, conditions and other terms, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted availability and freedom from defects.

14.5 The Supplier does not warrant that the Services will be uninterrupted, secure or error-free, or that all defects will be corrected, or that Third-Party Services or third-party data will remain available, accurate or compatible with the Services.

15. Intellectual property infringement indemnity

15.1 The Supplier shall defend the Customer against any third-party claim that the Customer’s authorised use of the Services infringes that third party’s intellectual property rights, and shall indemnify the Customer against damages, costs and expenses finally awarded against the Customer or agreed in settlement by the Supplier, provided that the Customer: (a) promptly gives written notice of the claim; (b) gives the Supplier sole control of the defence and settlement; and (c) provides reasonable assistance at the Supplier’s expense.

15.2 The Supplier has no obligation under this clause to the extent a claim arises from: (a) Customer Data; (b) use of the Services in breach of these Terms or the Documentation; (c) modification of the Services other than by the Supplier; (d) use of the Services in combination with products, services or data not supplied or approved by the Supplier, if the claim would not have arisen but for that combination; or (e) use of a superseded release where use of an updated release would have avoided the claim.

15.3 If the Services are, or in the Supplier’s reasonable opinion are likely to become, the subject of an infringement claim, the Supplier may, at its option and expense: (a) procure the right for the Customer to continue using the affected Services; (b) modify or replace the affected Services so that they become non-infringing without materially reducing their core functionality; or (c) terminate the affected Services and refund any prepaid fees for the unused portion of the affected Subscription Term.

15.4 This clause 15 states the Customer’s exclusive remedy, and the Supplier’s entire liability, for any alleged or actual intellectual property infringement by the Services.

16. Limitation of liability

16.1 Nothing in these Terms excludes or limits either party’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

16.2 Subject to clause 16.1, neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive or consequential loss, or for any loss of profit, revenue, savings, goodwill, business opportunity, anticipated savings, data use or business interruption, in each case arising out of or in connection with these Terms whether in contract, tort, negligence or otherwise.

16.3 Subject to clauses 16.1 and 16.4, each party’s aggregate liability arising out of or in connection with these Terms shall not exceed the greater of: (a) GBP 50,000; and (b) the total fees paid or payable by the Customer under these Terms during the twelve months preceding the event giving rise to the claim.

16.4 The Supplier’s aggregate liability arising from clause 6.5 (personal data processing obligations), clause 13 (Confidentiality) or clause 15 (Intellectual property infringement indemnity) shall not exceed GBP 1,000,000 in aggregate.

16.5 The exclusions and limitations in this clause apply regardless of the form of action, whether in contract, tort, negligence, breach of statutory duty, restitution or otherwise, and even if a party was advised of the possibility of the relevant loss.

17. Suspension

17.1 The Supplier may suspend or restrict access to all or part of the Services immediately, with or without notice, if it reasonably believes that: (a) the Customer is in material breach of these Terms; (b) payment is overdue; (c) the Customer’s use of the Services creates a security, legal or operational risk; (d) the Customer is using the Services in violation of law or the rights of a third party; (e) suspension is required by a Marketplace, a Third-Party Service provider or a governmental authority; or (f) continued provision of the Services is likely to impair the availability, integrity or security of the Services.

17.2 Where reasonably practicable, the Supplier shall give the Customer notice of the suspension and an opportunity to remedy the issue. The Supplier shall use reasonable efforts to limit any suspension to the affected portion of the Services.

17.3 Fees remain payable during any suspension caused by the Customer’s acts, omissions or breach.

18. Term, renewal and termination

18.1 These Terms commence when the contract is formed under clause 2 and continue for the applicable Subscription Term unless terminated earlier in accordance with these Terms.

18.2 For Direct Subscriptions, the Subscription Term begins on the date the Customer first purchases or activates the paid subscription and renews automatically in accordance with clause 10.3 unless cancelled earlier.

18.3 For Marketplace purchases, the Subscription Term, renewal mechanics, cancellation mechanics and amendment mechanics are governed by the applicable Marketplace Offer and Marketplace rules.

18.4 The Customer may cancel a Direct Subscription at any time through its account dashboard, by using any cancellation functionality made available by the Supplier, or by written notice to the Supplier. Unless otherwise expressly stated, cancellation takes effect at the end of the current paid billing period and does not entitle the Customer to a refund for that billing period.

18.5 Either party may terminate these Terms or the affected Services immediately by written notice if the other party: (a) commits a material breach and, if that breach is capable of remedy, fails to remedy it within 30 days after receiving notice; or (b) becomes insolvent, ceases to trade, enters administration or liquidation, or is unable to pay its debts as they fall due.

18.6 The Supplier may terminate free, trial, beta or preview access at any time.

19. Effect of termination

19.1 On expiry or termination of these Terms, the Customer’s rights to access and use the affected Services, Documentation and Outputs cease immediately, except to the extent access continues for a limited export period expressly described in these Terms, the Documentation or an applicable Marketplace Offer.

19.2 Subject to the Supplier’s standard retention processes, legal obligations and backup cycles, the Supplier will make commercially reasonable efforts to allow the Customer to export or retrieve Customer Data for up to 30 days after termination of the affected Services, unless a different period is stated in the applicable offer or Documentation. After that period, the Supplier may delete or anonymise Customer Data unless required by law to retain it.

19.3 Termination or expiry does not affect any accrued rights or liabilities of either party, including the Customer’s obligation to pay fees that became due before the effective date of termination.

19.4 Clauses 6.7, 7, 12, 13, 14.4, 15, 16, 19 and 22, together with any other provision that by its nature is intended to survive, shall survive termination or expiry.

20. Changes to the services and these terms

20.1 The Supplier may modify the Services from time to time, including to improve functionality, security, performance, interoperability or compliance, or to reflect changes in technology, customer demand, Third-Party Services or legal requirements.

20.2 The Supplier may update these Terms by posting an updated version or by notifying the Customer through the Services, by email or by another reasonable method. Unless a shorter period is required by law, security or operational necessity, any material update to these Terms will apply to existing paid subscriptions from the next renewal date or, for fixed Marketplace Terms, from the next applicable renewal, amendment or replacement offer.

20.3 Continued access to or use of the Services after the effective date of updated Terms constitutes acceptance of those updated Terms. If the Customer does not agree to the updated Terms, the Customer must stop using the Services and, for Direct Subscriptions, cancel before the next renewal date.

21. Compliance with laws, export controls and sanctions

21.1 Each party shall comply with all laws and regulations applicable to it in connection with these Terms and the Services.

21.2 The Customer shall not access, use, export, re-export or make the Services available in violation of applicable export control, trade or sanctions laws, or for any prohibited end use, end user or prohibited territory.

21.3 The Supplier may restrict or refuse access to the Services by country, territory, person or entity where reasonably necessary to comply with law, sanctions, export controls, Marketplace requirements or supplier risk controls.

22. General

22.1 The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency or fiduciary relationship between them.

22.2 The Customer may not assign, transfer, novate or otherwise deal with these Terms or any rights under them without the Supplier’s prior written consent, not to be unreasonably withheld. The Supplier may assign or transfer these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of the relevant business or assets.

22.3 Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, provided that the affected party uses reasonable efforts to mitigate the effect of the event.

22.4 Neither party may use the other party’s name, logo or marks in publicity, advertising or press releases without prior written consent, except that the Supplier may identify the Customer as a customer where the Customer has given written approval or where such disclosure is already public and lawful.

22.5 A notice under these Terms must be in writing and may be sent by email. Notices to the Supplier shall be sent to support@agentforecast.ai. Notices to the Customer shall be sent to the legal, billing or primary account email address associated with the Customer’s Account or purchase.

22.6 If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

22.7 A failure or delay by either party to exercise a right or remedy does not waive that right or remedy.

22.8 These Terms, together with any applicable Marketplace Offer, order form, product schedule and any document expressly incorporated by reference, constitute the entire agreement between the parties in relation to the Services and supersede all prior discussions, proposals, negotiations and representations relating to their subject matter. Any purchase order or other customer terms are rejected unless expressly accepted in writing by the Supplier.

22.9 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any provision of these Terms, except where an affiliate is expressly permitted to receive the Services under an applicable offer.

22.10 These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.