Terms & Conditions

1. Definitions

Agreement: Terms and Conditions plus Order Form between parties.
AI Systems: Machine learning and artificial intelligence tools used with Hosted Services.
Background IPR: Intellectual property owned independently by either party.
Business Day: Weekdays excluding UK bank/public holidays.
Business Hours: 9:00 AM to 5:00 PM UK time on Business Days.
Charges: Fees specified in Order Form and agreed additions.
Customer Data: Information uploaded, stored, or generated via Platform (excluding logs/analytics).
Customer Personal Data: Personal data processed by Provider on Customer's behalf.
Hosted Services: Maeve AI Product Suite per Schedule 4.
Intellectual Property Rights: Patents, copyrights, trademarks, designs, and related protections.
Output: Results produced using Platform and Services.
Platform: Software delivering Hosted Services.

2. Term and Termination

2.1 Agreement commences on Effective Date for Initial Term, then auto-renews unless:

Either party provides 60 days' written notice before term end, or
Terminated per Agreement provisions.

2.2 Either party may terminate immediately if:

The other commits material breach not remedied within 30 days, or
The other becomes insolvent or ceases operations.

3. Customer Obligations

3.1 Customer shall:

Provide necessary cooperation and information for service delivery.
Comply with all applicable laws and Provider policies.
Complete responsibilities timely and efficiently.
Obtain all required licenses and permissions.
Warrant Customer Data doesn't infringe third-party rights.
Provide setup connections per Schedule 5 within specified timeframes.
Participate in quarterly product feedback with cross-functional teams.
Permit Provider's marketing and case study creation.
Promptly notify Provider of account deletions.
Warrant accurate Revenue Declaration and inform Provider of current-year revenue before renewal.

4. Hosted Services

4.1 Provider grants non-exclusive, worldwide license for internal business use during Term.

4.2 Customer must not:

Sublicense or resell Services.
Reverse engineer or extract source code.
Use Services for unlawful purposes.
Share access credentials with unauthorized persons.

4.3 Provider may update Hosted Services with reasonable notice of material changes.

4.4 Provider shall use commercially reasonable efforts to:

Maintain availability, security, performance per SLA.
Provide maintenance, updates, and patches as necessary.
Provide reasonable technical support during Business Hours.
May suspend for planned maintenance with reasonable notice.

5. Data Protection

5.1 "Data Protection Laws" encompasses:

UK Data Protection Act 2018, UK GDPR, Privacy and Electronic Communications Regulations 2003.
EU GDPR (Regulation 2016/679), EU Directive 2002/58/EC.
Any corresponding national laws or replacements.

5.2 Provider processes personal data as Processor on behalf of Customer (Controller).

5.3 Processing details per Schedule 2. Provider shall:

Process only on documented Customer instructions or as needed for Services.
Ensure authorized personnel maintain confidentiality.
Implement appropriate security measures matching risk levels.
Notify Customer without undue delay of personal data breaches.
Assist Customer with data subject rights requests at Customer's expense.
Delete or return personal data post-service (unless law requires retention).
Provide compliance documentation.
Allow audits no more than once yearly with reasonable notice and minimal disruption.
Not transfer personal data outside EEA/UK without appropriate safeguards.

5.4 Customer warrants it has necessary consents for lawful data transfer.

5.5 Customer authorizes Provider to engage sub-processors. Provider shall notify Customer of changes; Customer has 5 business days to object on reasonable grounds.

5.6 Provider imposes equivalent data protection obligations on sub-processors and remains fully liable for their performance.

6. Customer Data and Usage Rights

6.1 Customer grants Provider worldwide, sublicensable, royalty-free, non-exclusive license to use, access, store, copy, modify, distribute, and transmit Customer Data and Background IPR as necessary for Services.

6.2 Provider may create aggregated, anonymized datasets for service improvement and benchmarking provided:

No Personal Data included.
Customer unidentifiable.
Re-identification technically prevented.
Small sample disclosure risks mitigated.

6.3 Customer may export data anytime in common formats (JSON, CSV, XML).

6.4 AI Processing Restrictions:

Customer Personal Data not used for training public AI models.
AI providers bound by equivalent obligations as sub-processors.
Provider doesn't use Customer Data disclosing confidential information, enabling identification, or reproducing proprietary workflows.
Customer may use Service-generated outputs for internal business purposes.
Provider retains all IP rights in Services, models, and outputs (subject to Customer's usage rights).

7. Confidentiality

7.1 Each party keeps other's confidential information strictly confidential without prior written consent.

7.2 Disclosure permitted to:

Employees, advisers, and subcontractors needing knowledge for Agreement performance (bound by confidentiality), or
As required by law or regulators.

7.3 Confidentiality obligations survive 3 years post-termination.

7.4 Neither party issues press releases, announcements, or marketing communications using the other's name, logos, or trademarks without prior written consent (not unreasonably withheld). Provider may include Customer name/logo in standard customer lists or investor materials without breaching confidentiality.

8. Charges and Payment

8.1 Customer pays Charges per clause 8 and Order Form. Initial Term Charges reflect early adopter pricing based on current Services scope.

8.2 Provider invoices as due; Customer pays within 30 days to Provider's nominated account.

8.3 If payment unpaid 30 days after due date:

Provider may disable Customer's account/Platform access without liability.
Interest accrues daily at 4% above Bank of England base rate from due date until paid.

8.4 If Services suspended/unavailable exceeding 30 days (not Customer's breach), Customer entitled to pro rata credit or refund.

8.5 Customer cannot withhold payment due to set-off, counter-claim, or similar deduction.

8.6 Provider may update Charges per current list pricing or Customer Revenue Declaration changes. Provider provides 60 days' written notice before each Renewal Term.

8.7 Provider's written notice immediately updates equivalent Order Form Charges.

8.8 Charges apply first 6 months of Initial Term. Provider may propose revised Charges 60 days before month 6 end. Customer may terminate if disagreeing, with notice before month 7.

8.9 Provider provides minor updates, enhancements, bug fixes, and improvements at no extra cost ("Standard Updates"). New features/modules ("New Features") require additional agreed charges.

9. Intellectual Property

9.1 Each party owns its Background IPR:

Platform and Hosted Services remain Provider's exclusive property.
Customer Data remains Customer's exclusive property.

9.2 All Intellectual Property Rights in Foreground IPR vest entirely in Provider upon creation.

9.3 Provider grants Customer worldwide, royalty-free, non-exclusive license to use Foreground IPR during Term for receiving and using Services.

9.4 Customer acknowledges Service use may produce non-identifiable information regarding input, operation, and use (including algorithms/metrics). Provider may use such information developing Services and other offerings with appropriate safeguards and compliance measures.

9.5 Customer indemnifies Provider against claims arising from:

Customer's Services breach.
Customer Data/Background IPR infringing third-party rights.
Customer's Data Protection Laws breach.
Customer's Acceptable Use Policy violation.

10. Liability

10.1 Nothing limits liability for: death/personal injury from negligence, fraud, or non-excludable liability.

10.2 Subject to 10.1, Provider not liable for:

Loss of profits, sales, or business.
Loss of anticipated savings.
Loss of agreements or contracts.
Goodwill depletion or similar losses.
Data/information loss or corruption.
Special, indirect, or consequential losses.

10.3 Subject to 10.1–10.2, Provider's total liability per 12-month period equals Charges paid in that period.

11. General

11.1 Agreement governed by English law; exclusive jurisdiction in England and Wales courts.

11.2 Neither party assigns without prior written consent (except to affiliates/successors).

11.3 This Agreement constitutes entire agreement.

11.4 Amendments require written signatures from both parties.

11.5 Invalid provisions modified minimally to become valid; other provisions remain enforceable.

11.6 Notices sent to:

Provider: Fit Collective Labs Limited, 20–22 Wenlock Road, London, N1 7GU, UK; phoebe@maeve-ai.com.
Customer: Email per Order Form.

11.7 One breach waiver doesn't waive others.

11.8 Force Majeure: Neither party liable for failure/delay from uncontrollable events (acts of God, natural disasters, epidemics, war, terrorism, cyber-attacks, governmental action). Affected party notifies promptly and mitigates reasonably. Obligation suspension continues during Force Majeure Event.

11.9 Agreement creates no third-party rights under Contracts (Rights of Third Parties) Act 1999.

11.10 Conflict precedence: Special Terms in Order Form, then Terms and Conditions, then other Order Form terms, then referenced documents.

Schedule 1 · Acceptable Use Policy

Customer must not use Hosted Services to:

Violate laws or regulations.
Infringe third-party intellectual property or privacy rights.
Transmit malware, viruses, or harmful code.
Conduct unauthorized security/penetration testing.
Gain unauthorized Platform/system access.
Interfere with/disrupt Services or servers.
Harvest/collect user information without consent.
Send spam or unsolicited communications.
Upload illegal, harmful, threatening, abusive, harassing, defamatory, or objectionable content.
Impersonate persons or entities.
Engage in fraudulent activity.
Assist/encourage above activities.

Provider may suspend access immediately for Policy breach.

Schedule 2 · Data Processing Details

Scope

Personal data processing enables Provider to deliver Services per Agreement.

1. Nature

Processing includes collecting, storing, retrieving, and making available personal data.

2. Categories of Data Subjects

Customer's employees, contractors, customers, suppliers, and end users.

3. Types of Personal Data

Customer information (name, email, phone, username) and other Customer-provided data.

4. Processing Purposes

Providing Hosted Services access/operation.
Customer support and troubleshooting.
Service monitoring and security.
Legal obligation compliance.

5. Duration of Processing

For Customer's Platform/Services subscription duration.

Schedule 3 · Service Level Agreement

1. Target Support Response Times

Critical (service down): 4 Business Hours.
Serious (major impairment): 1 Business Day.
Moderate (minor impairment): 3 Business Days.
Low (cosmetic/general queries): 5 Business Days.

Support available via support@maeve-ai.com during Business Hours.

2. Scheduled Maintenance

Provider uses reasonable endeavors providing at least 5 Business Days' advance notice. Provider may perform emergency maintenance/bug fixes without notice.

Schedule 4 · Hosted Services

Intelligence

Connectors for data sources (In scope: D2C site; Out of scope: Wholesale).
Data ingest, processing, and mapping.
Data enrichments via Maeve AI's proprietary machine learning.
Unlimited platform access for Customer team members.
Insights and actionable opportunities display.

Ecommerce Toolkit

Advisory on product selection updates (one at a time with multiple test rounds).
Recommendations (calls to action, size guides, descriptions, length guidance).
A/B testing support (client conducts; FC interprets).
Summary report generation.

Production Optimiser

Web app with enriched data for production team actions.
Monthly returns meeting reports.

Services Included

Standard email support.
Weekly calls first month post-launch, fortnightly the following two months, quarterly remainder of Initial Term.
1 day/quarter in-person sessions first 6 months (breakable into half-days), 1 senior Maeve AI consultant.
No rollover of unused consulting hours.

Schedule 5 · Set Up Connections

Customer agrees providing:

Shopify data connector provisioning — 10 working days post-signing.
Returns + review data connector provisioning — 10 working days post-signing.
App access credentials provisioning — 5 working days post-user list supply.
CSV exports (12-month Shopify, returns, reviews) — 10 working days post-signing.

Delays, inaccuracies, or issues with setup connections may affect Services provision. Provider accepts no liability for Services issues resulting from Connection delays; Customer responsibility applies.