Terms of Service

Definitions

Authorised Users

Employees, contractors, and agents of Customer who are authorised by Customer to use the services.

Confidential Information

Any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including pricing, technical specifications, product roadmaps, and Customer Data.

Customer Data

All data, content, and information submitted by Customer or Authorised Users to the services.

Documentation

The technical and user documentation made available by Stimulir for the services.

Feedback

Suggestions, ideas, enhancement requests, or recommendations provided by Customer or Authorised Users regarding the services.

Output

Any content, data, or results generated by the services in response to Customer Data or prompts.

Order Form

Any written or online order document executed by the parties specifying the services, subscription tier, fees, and term.

Services

Stimulir's AI-powered workflow infrastructure and contextual execution platform, including all software, APIs, models, and Documentation.

Stimulir IP

All intellectual property rights in the services, platform, algorithms, models, infrastructure, branding, and all improvements or derivative works thereof.

Subscription Term

The period during which Customer is licensed to use the services as specified in an Order Form or on the pricing page.

Description of Service

Stimulir provides AI-powered workflow infrastructure and contextual execution systems for businesses. The platform enables users to orchestrate automated tasks, data processing, and AI-driven workflows.

Stimulir reserves the right to modify, update, or discontinue features of the services at any time, provided that Stimulir shall use commercially reasonable efforts to provide at least 30 days' prior written notice of any material reduction in functionality.

The services are provided on a software-as-a-service basis. No software is transferred or licensed for installation.

Eligibility

To access the services you must:

• Be at least 18 years of age
• Have full legal capacity to enter into a binding contract
• If acting on behalf of a legal entity, be duly authorised to bind that entity
• Not be prohibited from using the services under applicable law, including export controls and sanctions regimes

Customer shall not permit Authorised Users to share accounts or credentials.

Account Responsibility

You are responsible for:

• Maintaining the confidentiality of all account credentials and promptly notifying Stimulir of any actual or suspected unauthorised access
• All activities conducted under Customer accounts, including those of Authorised Users
• Ensuring that all Customer Data uploaded to or processed via the services is lawful and does not infringe the rights of any third party
• Implementing appropriate technical and organisational measures to secure access to the services, including enabling multi-factor authentication where offered
• Maintaining and keeping current all account and billing information

Stimulir shall not be liable for any loss or damage arising from Customer's failure to maintain adequate account security.

Acceptable Use Policy

Customer shall use the services only for its internal business purposes and in accordance with this Agreement and all applicable laws. Customer shall not:

• Upload, transmit, or process any Customer Data that is unlawful, defamatory, obscene, or that infringes third-party intellectual property or privacy rights
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from any part of the services
• Use Outputs to train, fine-tune, benchmark, or evaluate any AI or machine learning model that competes with Stimulir
• Systematically extract, scrape, or harvest data from the services using automated means except where expressly permitted by the API
• Interfere with, disrupt, or circumvent the integrity, security, or performance of the services or third-party systems connected thereto
• Use the services in any manner that violates applicable export control, sanctions, or anti-money laundering laws
• Share, resell, sublicense, or provide access to the services to any third party except as expressly authorised by Stimulir in writing
• Use the services in connection with the development, testing, or deployment of weapons or mass casualty systems
• Generate content that is hateful, discriminatory, or designed to deceive or manipulate third parties

Stimulir may suspend access immediately upon becoming aware of a breach of this clause.

Intellectual Property

Stimulir retains all rights, title, and interest in the Stimulir IP. No rights in Stimulir IP are transferred to Customer under this Agreement except the limited licence expressly granted herein.

Customer retains all rights, title, and interest in and to Customer Data. Customer grants Stimulir a non-exclusive, worldwide, royalty-free licence to access, process, store, and use Customer Data solely to provide the services, improve reliability and security, and comply with applicable law. Stimulir shall not use Customer Data to train or fine-tune AI models for use by third parties without Customer's prior written consent.

Outputs, Subject to Customer's compliance with this Agreement, Stimulir assigns to Customer all right, title, and interest in Outputs generated from Customer prompts and Customer Data, to the extent such Outputs do not incorporate Stimulir IP. Customer acknowledges that Outputs are generated by AI systems and may not be unique.

Feedback, If Customer provides Feedback, Customer grants Stimulir a perpetual, irrevocable, royalty-free licence to use such Feedback to improve the services without restriction or obligation to Customer.

IP Indemnity, Stimulir shall defend Customer against any third-party claim that the services, as provided by Stimulir and used in accordance with this Agreement, infringe a valid UK or EU intellectual property right, and shall pay damages finally awarded, provided Customer promptly notifies Stimulir, grants Stimulir sole control of the defence, and provides reasonable cooperation.

AI Processing Disclaimer

Stimulir uses automated systems and AI models. Customer acknowledges and agrees that:

• Outputs are generated probabilistically and may contain errors, inaccuracies, hallucinations, or outdated information
• Customer is solely responsible for verifying the accuracy, completeness, and fitness for purpose of all Outputs before relying on or acting upon them
• Outputs do not constitute and shall not be relied upon as legal, financial, medical, compliance, or other regulated professional advice
• Stimulir does not warrant that Outputs will be free from bias, harmful content, or outputs that violate applicable law

High-Risk Use Cases, Customer shall not use Outputs as the primary or sole basis for clinical or medical diagnosis or treatment decisions, legal advice to third parties, decisions that have a significant adverse effect on the legal rights of natural persons, or operation of safety-critical systems.

Human Oversight, Where the services are used in automated decision-making processes, Customer shall implement appropriate human oversight mechanisms.

Data Protection and Privacy

To the extent the services involve the processing of Personal Data on behalf of Customer, the parties shall enter into Stimulir's Data Processing Agreement, available at stimulir.com/dpa and incorporated herein by reference.

Customer represents and warrants that:

• Customer has all rights, permissions, and consents necessary to upload Customer Data to the services
• The collection, transfer, and processing of Customer Data complies with all applicable data protection laws, including UK GDPR, EU GDPR, and CCPA
• Customer has provided data subjects with all required notices and obtained all required consents

Stimulir shall retain Customer Data for the duration of the Subscription Term and for 30 days thereafter, following which Stimulir shall delete or anonymise Customer Data unless required to retain it by applicable law.

Stimulir shall notify Customer without undue delay, and in any event within 72 hours, upon becoming aware of a Personal Data breach affecting Customer Data.

Service Availability and Support

Stimulir shall use commercially reasonable efforts to achieve 99.5% monthly uptime for the services, excluding scheduled maintenance.

Stimulir may update the platform with at least 48 hours advance notice of scheduled maintenance reasonably expected to cause material interruption, and modify features with not less than 30 days prior written notice where a modification materially reduces functionality.

Force Majeure, Stimulir shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, acts of government, telecommunications failures, or third-party service outages.

Support, Stimulir shall provide support in accordance with the support tier selected by Customer. Free tier customers receive community support only.

Fees, Payment, and Taxes

Fees, Customer shall pay the fees set out in the applicable Order Form or pricing page. Stimulir reserves the right to modify its fees upon not less than 30 days' written notice, effective at the start of the next Subscription Term.

Payment Terms, Unless otherwise agreed, fees are payable in advance on a monthly or annual basis by credit card or bank transfer. All amounts are exclusive of VAT and applicable taxes.

Late Payment, Stimulir may charge interest on overdue amounts at 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, and suspend access until all overdue amounts are paid in full.

Disputes, Customer must notify Stimulir in writing of any disputed invoice within 14 days of receipt. Undisputed amounts remain payable on the due date.

Limitation of Liability

To the maximum extent permitted by law, Stimulir shall not be liable for indirect or consequential damages, loss of profits, data loss beyond reasonable safeguards, or reliance on AI-generated Outputs.

Each party's total aggregate liability shall not exceed the greater of: the total fees paid or payable by Customer in the 12 months immediately preceding the event giving rise to the claim; and GBP 10,000.

The aggregate cap and exclusions above shall not apply to or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, any liability that cannot be excluded or limited by law, breach of confidentiality obligations, or Customer's obligations to pay fees properly due.

Termination

This Agreement commences on the Effective Date and continues for the initial Subscription Term, renewing automatically for successive equal periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

Either party may terminate this Agreement immediately on written notice if the other party commits a material breach that is not remedied within 14 days, becomes insolvent or enters administration, or ceases to carry on business.

Customer may terminate at any time by providing 30 days' written notice. No refunds are due for prepaid subscription fees unless Stimulir has materially breached this Agreement.

Upon termination, all licences cease, each party shall return or destroy Confidential Information, and Stimulir shall make Customer Data available for export for 30 days before deletion. Clauses 1, 6, 8, 11, 12, 13, 14, and 17 survive expiry or termination.

Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; not disclose Confidential Information to any third party without prior written consent except to employees, contractors, and advisers who have a need to know; and use Confidential Information solely for the purposes of this Agreement.

Confidentiality obligations do not apply to information that is or becomes publicly known through no act or omission of the receiving party, was lawfully known prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Confidentiality obligations survive termination for five years, save that obligations relating to trade secrets survive indefinitely.

Indemnification

Customer shall defend, indemnify, and hold harmless Stimulir against any third-party claims arising from or related to:

• Customer Data, including any claim that Customer Data infringes a third party's intellectual property or privacy rights
• Customer's or any Authorised User's breach of this Agreement
• Customer's violation of applicable law
• Customer's use of the services in violation of the Acceptable Use Policy

As set out in Clause 6, Stimulir shall defend and indemnify Customer against third-party IP infringement claims arising solely from the services as provided by Stimulir.

Warranties and Disclaimers

Stimulir warrants that it has the right and authority to enter into this Agreement, the services will perform materially in accordance with the Documentation during the Subscription Term, and it will provide the services in accordance with applicable law and reasonable industry standards.

Except as expressly set out above, the services are provided "as is" and "as available". To the maximum extent permitted by law, Stimulir expressly disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Customer warrants that it has full power and authority to enter into this Agreement, will use the services in compliance with applicable law, and Customer Data does not infringe the rights of any third party.

Changes to These Terms

Stimulir may update these Terms from time to time. Where changes are material, Stimulir shall provide at least 30 days' prior written notice. Changes to fees require at least 30 days' notice and take effect at the start of the next Subscription Term. Customer's continued use of the services following the notice period constitutes acceptance of the updated Terms.

Governing Law and Dispute Resolution

These Terms are governed by the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

Before commencing formal proceedings, the parties agree to attempt to resolve any dispute by escalation to senior management within 14 days of written notice identifying the dispute. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief.

General

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations.

If any provision is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary; all other provisions shall remain in full force.

Customer may not assign or transfer this Agreement without Stimulir's prior written consent. Stimulir may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Any notice required under this Agreement shall be in writing and delivered by email with read receipt. Notices to Stimulir shall be addressed to hello@stimulir.com.

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, or joint venture between the parties. Nothing in this Agreement confers any benefit on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.