Terms & Conditions of Use
Last updated & Effective: July 17, 2026 | isAI Tech Ltd B2B Regulatory Registry & Certification Platform
Table of Clauses
PLEASE READ THE TERMS OF THIS LICENCE CAREFULLY
This is a legally binding agreement between you (the ‘Licensee’) and us (isAI Tech Ltd, a UK company), ‘Licensor’, ‘we’ or ‘us’), granting you a licence (the ‘Licence’) for the artificial intelligence chatbot testing system as further described on our website (‘isAI.bot’, ‘the isAI.bot’).
For the avoidance of doubt, this Licence shall not be deemed to amount to a sale of isAI.bot. We remain the sole and beneficial owners of isAI.bot at all times.
1 Definitions and interpretation
1.1 In this Agreement:
Business Day
means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date
means the date on which you click to accept this Agreement;
Confidential Information
means all information relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, know-how, Intellectual Property Rights, products and customers. All information relating to the isAI.bot including any technical or operational specifications or data shall be part of the Licensor’s Confidential Information;
Contract Year
means the 12 month period from the Commencement Date and each 12 month period thereafter;
Customer Data
means all data (in any form) that is provided to the Licensor or uploaded to any part of the isAI.bot by the Licensee.
Chatbot
means the Licensee’s AI-powered proprietary chatbots or the publicly available chatbots tested using the isAI.bot.
Good Industry Practice
means, in relation to any undertaking and any circumstances, the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or an internationally recognised company engaged in the same type of activity under the same or similar circumstances;
Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
“Library Personas”
means the personas developed by the Licensor and provided as part of the isAI.bot.
Licence Fees
means the fees payable in advance by the Licensee to the Licensor in consideration of the licence of the isAI.bot under this Agreement as set out on the Licensor website;
Permitted Purpose
means the testing of the Chatbots for its internal business purposes;
Territory
means worldwide;
Test Run
means a chat between the isAI.bot and a Chatbot;
VAT
means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;
Virus
means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); and (iii) adversely affect the user experience, including denial of service attacks, worms, trojan horses, viruses or other similar things or devices. The term ‘Viruses’ shall be construed accordingly; and
Vulnerability
means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability of software.
1.2 In this Agreement:
2 System requirements
2.1 The isAI.bot requires the following technical specifications to operate correctly:
3 Licence
3.1 Subject to the terms of this Agreement and payment of the Licence Fee, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and/or use the isAI.bot for the Permitted Purpose only in the Territory and for the term of this Agreement.
3.2 The licence granted under this Agreement includes a right to run a certain number of Test Runs, as purchased from our website and stated in the confirmation email sent to you by the Licensor. Additional Test Runs may be purchased from our website from time to time and will be subject to further charges.
3.3 The isAI.bot will analyse each Test Run and will provide a report identifying any issues with the responses provided by the Customer Bot (the “Outputs”). As between the parties the Customer will own all Outputs, and grants the Licensor a non-exclusive, non-transferable, non-sublicensable licence to use the Outputs to the extent necessary to provide the isAI.bot and to test, maintain, monitor and improve the isAI.bot.
4 Customisation
4.1 The isAI.bot enables the Customer to test Chatbots using different personas. isAI.bot provides Library Personas for the Customer for this purpose. The Customer may create its own personas or amend Library Personas (each “Customised Personas”) to use with the isAI.bot.
4.2 As between the parties, the Customer will own all Intellectual Property Rights in the Customised Personas.
4.3 The Customer grants isAI.bot a non-exclusive, non-transferable, non-sublicensable licence to use the Customer Personas to the extent necessary to provide the isAI.bot services.
4.4 The Licensor will not use the Customised Personas itself, and will not provide the Customised Personas to any other customer of the Licensor.
5 Limitations on use
5.1 Except as expressly permitted under this Agreement or by law, you shall not:
5.2 You shall access and use the isAI.bot at all times in accordance with any instructions or user guidance and all other terms of this Agreement.
5.3 You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the isAI.bot.
5.4 You shall not use the isAI.bot to:
and we reserve the right, on no less than [30] days‘ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the [30] day period, to disable your access to the isAI.bot for the duration of time that the breach remains unremedied.
5.5 Where you use the isAI.bot with any third-party Chatbot, you will ensure that you comply with the terms and conditions of such Chatbot.
5.6 You indemnify the Licensor on demand for all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses), arising from any breach of clause 5.5.
6 Licence Fees
6.1 You will pay:
using our online payment system (which may be subject to additional terms).
6.2 The Licence Fee and any other charges payable under this Agreement are exclusive of VAT which shall be payable by the Licensee at the rate and in the manner prescribed by law.
7 Warranty
7.1 The Licensor warrants that the isAI.bot shall operate materially in accordance with the description of the isAI.bot maintained and published by the Licensor. We will provide the isAI.bot with reasonable care and skill.
7.2 If there is a breach of the warranty in clause 7.1, provided that you notify us in writing within 30 days of becoming aware of the error, and provide sufficient information to enable us to reproduce any errors, we will, at our option:
7.3 The warranty in clause 7.1 is subject to the Licensee complying with its obligations under, and using the isAI.bot in accordance with, this Agreement and is also subject to the limitations and exclusions set out in clause 8. In addition, the warranty shall not apply to the extent that any error in the isAI.bot arises as a result of:
7.4 Subject to clause 10.5, the provisions of clause 7.2 set out the Licensee’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 7.1 or for any other error or defect in, defective performance or inability to use the isAI.bot or any part of it.
7.5 Other than as set out in clause 7.1, and subject to clause 10.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
8 Disclaimers
8.1 You acknowledge that the Outputs of the isAI.bot are indicative only, and the isAI.bot does not, and is not designed to, guarantee the performance or safety of any Chatbot.
8.2 You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) that:
8.3 You acknowledge that we do not give any warranty or representation and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) that:
9 Intellectual Property Rights
9.1 The Licensee acknowledges that all Intellectual Property Rights in the isAI.bot are owned by or licensed to the Licensor, that the right to use the isAI.bot is licensed (not sold) to the Licensee and that the Licensee shall have no other rights other than those granted under the terms of this Agreement. For the avoidance of doubt, the Licensee shall have no right to access the isAI.bot in source code form.
9.2 If the Licensor has reason to believe that a third party claim may be brought by any third party alleging that the isAI.bot infringes any Intellectual Property Rights of a third party (an “IPR Claim”), the Licensor may at its sole option and expense, and the Licensee shall permit the Licensor to:
9.3 Subject to clause 10.5, the provisions of this clause 9 set out the Licensee’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
10 Limitation of liability
10.1 The extent of the Licensor’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
10.2 Subject to clause 10.5, the Licensor’s total aggregate liability in any Contract Year, howsoever arising under or in connection with this Agreement shall not exceed an amount equal to [100%] of the Licence Fee paid to the Licensor in that Contract Year.
10.3 Subject to clause 10.5, the Licensor shall not be liable for consequential, indirect or special losses.
10.4 Subject to clause 10.5, the Licensor shall not be liable for any of the following (whether direct or indirect):
10.5 Notwithstanding any other provision of this Agreement, the Licensor’s liability shall not be limited in any way in respect of the following:
11 Suspension
11.1 We may suspend access to the isAI.bot (or any part) to the isAI.bot if:
11.2 Where the reason for the suspension is suspected misuse of the isAI.bot or material breach of this Agreement, without prejudice to our rights under clause 10, we will take steps to investigate the issue and within 10 Business Days notify you in writing of the outcome of the investigation, and either restore the isAI.bot or exercise our right to terminate the Agreement in accordance with clause 12.
11.3 In relation to suspensions under clause 11.1, access to the isAI.bot will be restored promptly after we receive payment in full and cleared funds.
11.4 Fees shall remain payable during any period of suspension notwithstanding that the Licensor may not have access to the isAI.bot, however in cases where the investigation pursuant to clause 11.2determines that you were not in breach, you shall be entitled to a refund of any Fees paid in advance in respect of the period of suspension.
12 Term and termination
12.1 This Agreement shall come into force on the Commencement Date and shall continue unless terminated earlier in accordance with its terms.
12.2 Either party may terminate the Agreement for convenience on not less than 30 days’ prior written notice to the other, such notice shall expire on the day prior to the next payment date.
12.3 We may terminate this Agreement at any time by giving you notice in writing if:
13 Consequences of termination
13.1 On termination or expiry of the Agreement (for any reason):
13.2 You shall be responsible for backing up your data regularly and extracting it from the isAI.bot prior to the termination or expiry of the Agreement. We shall not be obliged to provide you with any assistance in extracting or recovering data whether during or after termination of this Agreement.
13.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
14 Customer Data
14.1 Customer Data shall at all times remain the property of you or your licensors.
14.2 The Licensee acknowledges that the Licensor has no control over any Customer Data hosted as part of the provision of the isAI.bot and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the isAI.bot) complies with all applicable laws and Intellectual Property Rights.
14.3 If the Licensor has a reasonable belief that any Customer Data does not comply with the terms of this Agreement the Licensor shall have the right to (in respect only of that part of Customer Data which is not compliant, where it is possible to isolate this):
Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.
14.4 Except as otherwise expressly agreed in the Agreement or required by Applicable Law, the Licensor shall not be obliged to provide the Licensee with any assistance in extracting, transferring or recovering any data (including Customer Data) whether during or after the term of this Agreement. The Licensee acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Licensee’s business. The Licensee shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its needs) and extracts it from each isAI.bot prior to the termination or expiry of the Agreement or the cessation or suspension of any of the isAI.bot where it has received notice from the Licensor of the same.
14.5 The Licensor routinely undertakes regular backups of the isAI.bot (which may include Customer Data) for its own business continuity purposes. The Licensee acknowledges that such steps do not in any way make the Licensor responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Licensor shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
14.6 The Licensee hereby instructs that the Licensor shall within [60] days of the end of the term of this Agreement, securely dispose of the Customer Data processed in relation to the isAI.bot (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) requires the Licensor to store such Customer Data. The Licensor shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Agreement.
15 Confidentiality
15.1 Any Confidential Information obtained by either party in connection with the provision of the licence under this Agreement shall be treated by the receiving party as confidential, maintaining the at least the same degree of care used to protect its own Confidential Information but not less than a reasonable degree of care, and the receiving party shall not, without the disclosing party’s prior written consent disclose, copy or modify any such Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.
15.2 The obligations under this clause 13 shall survive the termination or expiry of this Agreement for a period of five years.
16 Entire agreement
16.1 This Agreement and any descriptions of the isAI.bot made available by the Licensor, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
16.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.
16.3 Nothing in this Agreement shall limit or exclude any liability for fraud.
16.4 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement
17 Notices
17.1 We may update the terms of this Agreement at any time on notice to you in accordance with this clause 15. If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the isAI.bot on the deemed receipt and service of the notice. Your continued use of the isAI.bot following the deemed receipt and service of the notice under clause 15 shall constitute your acceptance of the terms of this Agreement.
Any notice given by a party under this Agreement shall be:
17.2 This clause does not apply to notices given in legal proceedings or arbitration.
18 Variation
Except for as provided by clause 17.1, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
19 Assignment and sub-contracting
19.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Licensor’s rights or obligations under this Agreement, provided that we give you prior written notice.
19.2 Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Licensor’s prior written consent.
20 No partnership or agency
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
21 Severance
21.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
21.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
22 Waiver
22.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
23 Compliance with law
23.1 The Licensee shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.
23.2 Without prejudice to the generality of clause 23.1, the Licensee shall comply with all applicable laws, rules, and regulations governing export of goods and information that apply to the isAI.bot, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the isAI.bot to any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Licensee shall be solely responsible for ensuring its access, importation or use of the isAI.bot in or into any part of the Territory complies with all export laws.
24 Third party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
25 Governing law and jurisdiction
25.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

