1. Introduction and Incorporation by Reference

1.1 Parties

These Terms and Conditions ("Terms") govern the relationship between Ambr Technologies Limited, a company registered in England and Wales with company number 13908245 and registered office at 128 City Road, London, United Kingdom, EC1V 2NX ("Supplier") and the customer entity identified on the applicable Order Form ("Customer").

1.2 Incorporation by Reference

These Terms apply to and form part of each order form, statement of work, or similar document agreed between the Supplier and the Customer (each an "Order Form"). By executing an Order Form, the Customer confirms its acceptance of these Terms.

1.3 Access to Terms

The current version of these Terms is available at https://ambr.ai/terms. The Supplier may update these Terms from time to time. Updated Terms will become effective upon posting to the Supplier's website and will apply prospectively to any new Order Form or renewal term. It is the Customer's responsibility to review the Terms periodically. If the Customer does not agree to the updated Terms, it must notify the Supplier before the commencement of the next renewal term, in which case no renewal will occur.

2. Definitions and Interpretation

2.1 Authorised Users

Individuals who are authorised by the Customer to use the Services on its behalf in accordance with these Terms and the applicable Order Form.

2.2 Confidential Information

All information, in any form, disclosed by one party to the other that is marked confidential, or that ought reasonably to be considered as confidential, including, without limitation, business plans, technical information, product roadmaps, pricing, and personal data.

2.3 Data Protection Legislation

The UK Data Protection Act 2018, the UK General Data Protection Regulation (UK GDPR), the Privacy and Electronic Communications Regulations (PECR), and any other applicable data protection or privacy laws, regulations, and legally binding codes of practice in force in the UK and, where applicable, in the EU.

2.4 Services

The Supplier's proprietary software-as-a-service platform and related services identified in the applicable Order Form, including any updates, enhancements, or professional services agreed by the parties.

2.5 Start Date

The date set out in the Order Form from which the Customer's subscription to the Services begins.

3. Provision of the Services
3.1 Licence Grant

Subject to payment of all applicable fees and compliance with these Terms, the Supplier grants the Customer a non-exclusive, non-transferable right for the term of the Order Form to allow its Authorised Users to access and use the Services solely for the Customer's internal business operations.

3.2 Authorised Users

The Customer shall ensure that only Authorised Users access the Services, and that each Authorised User complies with these Terms. The Customer shall be responsible for managing user credentials, promptly removing or disabling credentials of individuals who are no longer authorised to access the Services, and preventing unauthorised use.

3.3 Service Availability

The Supplier shall use commercially reasonable efforts to make the Services available in accordance with any service levels set out in the Order Form or a separate service level agreement.

3.4 Maintenance and Updates

The Supplier may from time to time perform scheduled maintenance and introduce updates, enhancements, and new features to the Services. The Supplier shall use reasonable endeavours to give the Customer notice of planned downtime and minimise disruptions.

3.5 Service Levels and Remedies

If the Supplier fails to meet any agreed service level commitments, the Customer's exclusive remedies will be those expressly set out in the Order Form or service level agreement. Such remedies are the Customer's sole and exclusive remedy for service shortfalls.

4. Acceptable Use and Restrictions

4.1 Acceptable Use

The Customer shall use the Services in accordance with all applicable laws and regulations, including those relating to data protection and intellectual property. The Customer shall not misuse the Services or permit anyone else to do so.

4.2 Restrictions

The Customer shall not (and shall not allow any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Services; copy, modify, or create derivative works of the Services; or sublicense, resell, rent, lease, or otherwise make the Services available to any third party except as expressly permitted by these Terms or the applicable Order Form.

5. Intellectual Property Rights

5.1 Supplier IP
The Supplier and/or its licensors own all intellectual property rights in and to the Services and all related materials. Except for the limited rights expressly granted herein, no rights, title, or interests in any intellectual property are transferred.

5.2 Customer Data

The Customer owns all intellectual property rights in Customer Data. The Customer grants the Supplier a non-exclusive, royalty-free, worldwide licence to process Customer Data only as necessary to perform the Services and as permitted under these Terms.

5.3 Feedback

Any feedback, suggestions, or ideas for improvements provided by the Customer may be used by the Supplier without restriction or obligation.

6. Data Protection
6.1 Compliance

Each party shall comply with its obligations under Data Protection Legislation.

6.2 Data Controller/Processor

To the extent that the Supplier processes personal data on the Customer's behalf in the course of providing the Services, the Supplier shall be the processor and the Customer shall be the controller.

6.3 Data Processing Agreement

The parties shall enter into a data processing agreement (DPA) governing the Supplier's processing of personal data. Where a separate DPA is not executed, the Supplier's standard DPA (available at www.ambr.ai/dpa) shall apply.

6.4 Data Location and Transfers

The Supplier shall process personal data in the UK or European Economic Area (EEA). If any personal data is transferred outside these regions, the Supplier shall ensure appropriate safeguards are in place, such as Standard Contractual Clauses.

6.5 Security

The Supplier shall implement appropriate technical and organisational measures to protect personal data from unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

7. Fees, Invoicing, and Payment

7.1 Fees

The Customer shall pay the fees set out in the applicable Order Form. All fees are exclusive of VAT and other applicable taxes, which shall be payable in addition.

7.2 Invoicing

Unless otherwise stated in the Order Form, the Supplier shall invoice the Customer at the start of each billing period. Payment is due within 30 days of the invoice date.

7.3 Late Payment

If the Customer fails to pay any amount due by the due date, the Supplier may charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate until payment is made in full.

8. Term, Termination, and Post-Termination Data Handling

8.1 Term

Each Order Form remains in effect for the term specified therein. If the Order Form provides for auto-renewal, it shall renew on the terms stated, unless the Customer or the Supplier provides prior written notice of non-renewal at least 30 days before the end of the current term.

8.2 Termination for Cause

Either party may terminate an Order Form or these Terms immediately upon written notice if the other party materially breaches and fails to remedy such breach within 30 days' notice, or if the other party becomes insolvent or subject to insolvency proceedings.

8.3 Effect of Termination

Upon termination or expiry of all Order Forms, the Customer's right to access the Services ceases immediately. The Supplier shall make Customer Data available to the Customer for retrieval for a period of 30 days following termination. After that period, the Supplier may delete Customer Data, except to the extent required by law or regulatory obligations.

8.4 Surviving Terms

Any provision intended to survive termination, including confidentiality, liability, governing law, and dispute resolution provisions, shall survive.

9. Warranties and Disclaimers

9.1 Supplier Warranties

The Supplier warrants that it will provide the Services with reasonable skill and care.

9.2 Customer Warranties

The Customer warrants that it has the authority to enter into these Terms, and that it shall use the Services in accordance with all applicable laws and regulations.

9.3 Disclaimer

Except as expressly stated in these Terms or the Order Form, the Services are provided "as is" without any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Liability and Indemnities
10.1 Limitation of Liability

Subject to Clause 10.3, each party's total aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by the Customer to the Supplier under the applicable Order Form in the twelve (12) months preceding the event giving rise to liability.

10.2 Exclusion of Certain Damages

Subject to Clause 10.3, neither party shall be liable for any indirect, consequential, punitive, or special damages, or any loss of profits, revenue, business, goodwill, or anticipated savings.

10.3 Unlimited Liabilities

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under English law.

10.4 Indemnity

The Customer shall indemnify and hold the Supplier harmless from any third-party claims arising from the Customer's or its Authorised Users' misuse of the Services or breach of these Terms.

11. Professional Services (If Applicable)

If the Customer engages the Supplier to provide professional or consulting services, such services shall be provided subject to these Terms and any additional terms agreed in the Order Form. The Customer shall provide all necessary cooperation and information to enable the Supplier to perform such services.

12. Confidentiality

12.1 Obligations

Each party shall treat the other's Confidential Information as strictly confidential and not use or disclose it except as necessary to perform obligations under these Terms or as required by law.

12.2 Exceptions

Confidential Information does not include information that is or becomes publicly known without breach; was lawfully known before disclosure; is received from a third party without breach of confidentiality; or is independently developed without reference to the Confidential Information.

13. Amendments and Updates
13.1 Amendments to Terms

The Supplier may amend these Terms by posting an updated version on its website. Such updates will apply to new and renewal Order Forms as described in Clause 1.3.

13.2 Order Form Changes

Changes to an existing Order Form shall be made by a written amendment signed by both parties or as otherwise agreed in writing (including electronic means).

14. Force Majeure
14.1 Events

Neither party shall be liable for delays or failures to perform due to events beyond its reasonable control, including acts of God, war, terrorism, natural disasters, strikes, or pandemics.

14.2 Notification

A party affected by a force majeure event shall promptly notify the other and use reasonable endeavours to mitigate its effects.

15. Notices
15.1 Form of Notice

All notices must be in writing and delivered by email or registered post to the contacts specified in the Order Form (or subsequently notified in writing).

15.2 Deemed Receipt

Notices sent by registered post are deemed received three (3) business days after posting. Notices sent by email are deemed received on the next business day after sending, provided no delivery failure notice is received.

16. Governing Law and Jurisdiction
16.1 Governing Law

These Terms and any disputes arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms.

17. Dispute Resolution
17.1 Good Faith Discussions

The parties shall first seek to resolve any disputes informally through good faith discussions.

17.2 Escalation

If a dispute cannot be resolved amicably, either party may refer it to a senior executive of each party for resolution.

17.3 Legal Proceedings

If the dispute is not resolved within 30 days following escalation, either party may pursue its remedies in the courts as set out in Clause 16.2.

18. General Provisions
18.1 Independent Contractors

The parties are independent contractors. No partnership, agency, or joint venture is created by these Terms.

18.2 No Third-Party Rights

Except as otherwise stated, these Terms do not confer any rights on third parties.

18.3 Severability

If any provision of these Terms is found unenforceable, it shall be amended to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

18.4 Entire Agreement

These Terms, together with any Order Form and referenced documents, constitute the entire agreement between the parties relating to the subject matter and supersede all prior agreements.

18.5 Waiver

No waiver of any breach shall be considered a waiver of subsequent breaches.