1. Definitions and Interpretation

In these Terms, the following words have the following meanings unless the context requires otherwise:

"Agreement": these Terms and Conditions together with any applicable Order Form, Statement of Work, Service Description, or Data Processing Addendum incorporated by reference.

"AI Response": the text output generated by the Service in response to a User Input within a Conversation, which may be presented to the End User as on-screen text, synthesised voice audio, avatar animation, or any combination of them.

"Billing Period": each monthly period for which subscription fees are charged under the applicable Order Form or pricing plan.

"Captivation Ecommerce" or "the Service": the hosted AI voice, text, and avatar sales and support assistant service made available by Captivation AI for use on the Customer's e-commerce platform (including Shopify), as further described in Section 2.

"Conversation": has the meaning given in Section 4.

"Customer", "you", "your": the business entity that has agreed an Order Form or otherwise subscribed to the Service.

"Customer Data": any data submitted to, or generated through use of, the Service by or on behalf of the Customer, including End User conversation content.

"Documentation": the integration guides, user guides, and technical documentation made available by Captivation AI for use of the Service.

"End User": an individual who interacts with the Service on or through the Customer's online store.

"Order Form": the order, quote, online sign-up, pricing plan, account or dashboard selection, or other ordering mechanism confirming the Customer's selected Plan, usage limits, and fees, as updated from time to time in accordance with this Agreement.

"Plan": the Standard, Pro, Enterprise, or other subscription plan (or any successor plan) selected by the Customer, as described in Section 3.

"Subscription Term": the period during which the Customer has a paid, active subscription to the Service, as set out in the applicable Order Form.

"Third-Party Services": services provided by third parties that Captivation AI integrates with or relies on to deliver the Service, including speech synthesis providers, e-commerce platform APIs (such as Shopify), cloud hosting, and content delivery networks.

"User Input": any message, utterance, or action submitted by an End User to the Service during a Conversation.

2. The Service

2.1 Captivation Ecommerce provides an AI-driven voice, text, and avatar assistant that engages End Users on the Customer's online store to support sales and/or customer support use cases, including product recommendations, cart and checkout assistance, and order status and assistance, as further described in the applicable Order Form.

2.2 Not every Plan includes every capability described in Schedule 1 (Service Description); the specific capabilities provided to the Customer are those identified in, or applicable to the Plan selected under, the Order Form.

2.3 Captivation AI may, in its discretion, introduce, retire, rename, combine, or otherwise vary individual capabilities, features, or the underlying architecture described in Schedule 1 from time to time — including in response to changes in Third-Party Services, model availability, or technical feasibility — provided that any such change will not materially reduce the functionality of a capability the Customer is actively subscribed to and paying for, without reasonable prior notice and, where the reduction is material, a reasonable opportunity for the Customer to adjust its configuration or subscription.

2.4 The Customer is responsible for its own online store, systems, network connectivity, product data, configuration, and implementation of the Service, and for ensuring that these meet the technical requirements set out in the Documentation. Captivation AI is not responsible for failures or degraded performance caused by the Customer's systems, product data, configuration, or implementation, except to the extent caused by a defect in the Service.

3. Access, Accounts and Plans

3.1 Access to the Service is granted via account credentials, API keys, or such other access mechanism as Captivation AI specifies in the Documentation. The Customer must keep credentials confidential and is responsible for all activity carried out using them.

3.2 Plans included Conversation allowances, and overage rates are as published on Captivation AI's website at www.captivation-ai.com/pricing (or such other page as Captivation AI may notify) as at the date of the Order Form, and are confirmed in the Order Form.

3.3 Changes to Plan. The Customer may request to upgrade or downgrade its Plan from time to time. Unless otherwise agreed, any change will take effect from the start of the next Billing Period following the request. From that date, the fees, included allowance, and other entitlements applicable to the newly selected Plan will apply. Changes will not be applied retrospectively and will not result in a refund or credit for the current Billing Period. Any fees, overage, or usage charges accrued before the change takes effect remain payable in accordance with the Plan applicable when that usage occurred. Captivation AI may require any outstanding amounts due under the Agreement to be paid before a downgrade takes effect.

3.4 The Customer may deploy the Service across multiple online stores or storefronts only where its Order Form permits multi-store use; otherwise, deployment is limited to the single store named in the Order Form.

3.5 Captivation AI may suspend access to the Service, in whole or in part, where reasonably necessary to

(a) address a security incident or vulnerability;

(b) comply with a legal or regulatory requirement;

(c) address a suspected breach of Section 7 (Acceptable Use);

(d) address non-payment under Section 5, or;

(e) prevent use that threatens the security, integrity, or availability of the Service or materially adversely affects other customers.

In each case giving notice where reasonably practicable in the circumstances. Suspension for reaching a Plan's included usage allowance is addressed separately in Section 6.

3.6 Trial and Evaluation Use. Where the Service is made available on a free, trial, beta, demonstration, or evaluation basis, the applicable duration and usage limits will be as stated at sign-up or in the relevant Order Form. Captivation AI may modify, suspend, or end such access. Trial, beta, demonstration, and evaluation access is provided without commitment as to continued availability and may be subject to functionality, usage, or support limitations.

4. Conversations and Usage Metering

4.1 A "Conversation" begins when the Service receives the first User Input and continues for a period of 120 minutes from that time. A Conversation is deemed to have occurred, and is chargeable, once the Service has generated at least one AI Response to a User Input, even where the End User subsequently abandons the exchange without further interaction.

4.2 Each Conversation carries a cap of 15,000 characters of cumulative AI Response output ("Character Cap"). The Character Cap is measured on the total character count of the AI Response content delivered in that Conversation, whether rendered as on-screen text, spoken via synthesised voice audio, or represented as avatar lip-sync and expression animation, and applies equally to all three, since all three are generated from, and billed on, the same underlying AI Response text.

4.3 Where the cumulative AI Response character count within a single Conversation exceeds the Character Cap, that Conversation shall be counted as two (2) Conversations for billing purposes. Each additional commenced increment of up to 15,000 characters within the same Conversation shall increase the count by a further one (1) Conversation. Accordingly, cumulative output of 15,001 to 30,000 characters counts as two Conversations, 30,001 to 45,000 characters counts as three Conversations, and so on.

4.4 AI Response output is metered and charged at the applicable rate regardless of whether the End User has muted voice audio output; the Character Cap and associated charges are calculated by reference to the AI Response content generated, not the manner in which (or whether) the End User perceives it.

4.5 Usage Measurement. Captivation AI's system records will be used to determine the number of Conversations used for billing purposes, subject to correction in the event of manifest error. Captivation AI shall make Conversation usage data available to the Customer via the Service dashboard, or on request.

5. Fees and Payment

5.1 Fees are as set out in the applicable Order Form and are exclusive of VAT and other applicable taxes, which the Customer shall pay in addition.

5.2 Fees may be quoted and charged in USD, GBP, or EUR. The currency applicable to the Customer will be specified in the Order Form and will not change during the Subscription Term except by agreement between the parties.

5.3 Unless otherwise stated in the Order Form, fees are invoiced monthly in advance for the Plan subscription fee, and monthly in arrears for any Overage (see Section 6).

5.4 Invoices are payable within 14 days of the invoice date. Sums not paid by the due date may accrue interest at the rate of 4% per annum above the Bank of England base rate, accruing daily, without prejudice to Captivation AI's rights under clause 3.5.

5.5 Where the Customer changes its Plan in accordance with clause 3.3, the fees applicable to the newly selected Plan will apply from the beginning of the next Billing Period. Captivation AI may otherwise change the fees or included allowances applicable to a Plan by giving the Customer at least 14 days' prior notice, including by email or notification through the Customer's account or dashboard. Any such change will take effect no earlier than the start of the next Billing Period following expiry of that notice.

5.6 The Enterprise Plan is available on a custom-quoted basis. The fees, included volume, and any additional or alternative commercial terms applicable to an Enterprise Plan will be set out in the applicable Order Form and/or Statement of Work.

6. Overage and Suspension for Usage

6.1 Conversations used in a Billing Period in excess of the Plan's included monthly allowance ("Overage") shall be charged at the overage rate applicable to the Customer's Plan under clause 3.2, calculated per Conversation (including any Conversations counted as two or more under clause 4.3).

6.2 Overage shall be billed automatically in arrears with the Customer's next invoice, unless the Order Form specifies that Overage charges shall not apply.

6.3 Where the Order Form specifies that Overage charges shall not apply, and the Customer's usage in a Billing Period reaches its included monthly allowance, Captivation AI reserves the right to suspend the Service (in whole or in part) for the remainder of that Billing Period, without liability to Captivation AI, until the allowance renews or the Customer agrees to Overage charges or upgrades its Plan.

6.4 Captivation AI will use reasonable endeavours to notify the Customer before usage reaches its included allowance, but the Customer remains responsible for monitoring its own usage via the dashboard referred to in clause 4.5.

7. Customer Obligations and Acceptable Use

7.1 The Customer shall not, and shall not permit any third party to:

• use the Service to generate, transmit, or display content that is unlawful, defamatory, obscene, discriminatory, or that infringes the rights of any third party;

• reverse engineer, decompile, or attempt to extract the underlying models, libraries, logic, or source code used to deliver the Service, except to the extent such restriction is prohibited by applicable law;

• use the Service to build a directly competing AI sales or support avatar assistant product;

• circumvent any usage limits, rate limits, or access controls, or resell or sublicense access to the Service except as expressly permitted under clause 8.2 or otherwise with Captivation AI's prior written consent;

• submit Customer Data that Captivation AI is not lawfully entitled to process, or that contains special category personal data, without first agreeing appropriate safeguards with Captivation AI.

7.2 The Customer is responsible for obtaining any consents from, and providing any notices to, End Users required by applicable law in connection with the Customer's own use of voice input capture, cookies, or similar technologies used to operate the Customer's online store.

7.3 The Customer shall ensure that the Service, as configured for the Customer's store, does not misrepresent that a human, rather than an AI avatar, is present, where such disclosure is required by applicable law or platform rules.

7.4 The Customer is responsible for the accuracy of the product, pricing, availability, inventory, promotional, and policy information it makes available to the Service, and for use of the Service by its End Users and by any person accessing the Service through credentials or stores under the Customer's control, and shall take reasonable steps to ensure that such use complies with this Agreement.

7.5 Commerce Actions. The Customer is responsible for configuring which Commerce Actions the Service is authorised to perform. Captivation AI is not responsible for the availability or accuracy of actions dependent on the Customer's e-commerce platform or Third-Party Services, or for transactions resulting from inaccurate product, pricing, availability, inventory, promotional, order, or policy data supplied by the Customer or those services, except to the extent caused by a defect in the Service. The Customer remains the seller and merchant of record for all transactions with End Users, and Captivation AI is not a party to any contract of sale between the Customer and an End User.

7.6 Checkout and Payment. The Service may assist an End User in navigating or initiating checkout functionality but, unless expressly agreed otherwise in writing, Captivation AI does not process or store payment card details and is not the payment service provider or merchant of record for transactions made through the Customer's store.

8. Intellectual Property

8.1 As between the parties, Captivation AI (or its licensors) owns all intellectual property rights in and to the Service, including its avatar assets, animation and rendering logic, Documentation, and any underlying software, models, or know-how used to deliver the Service. The specific techniques, architecture, and methods by which Captivation AI delivers the Service are proprietary and confidential, and nothing in this Agreement obliges Captivation AI to disclose them.

8.2 Subject to payment of applicable fees (except during authorised trial or evaluation use), Captivation AI grants the Customer a non-exclusive, non-transferable licence during the applicable Subscription Term or authorised trial period to access and use the Service and Documentation, and to embed the Service within the Customer's own online store for use by its End Users. Where the applicable Order Form expressly permits multi-store deployment, the licence also extends to the authorised deployment of the Service across those additional stores, subject to the limits set out in that Order Form. No right to sublicense, resell, or make the Service available on a standalone basis is granted except as expressly agreed in writing.

8.3 The Customer retains all rights in Customer Data and in its own product, pricing, and branding content supplied for use by the Service. The Customer grants Captivation AI a licence to host, process, and display such content solely to provide the Service.

8.4 Captivation AI may use aggregated and anonymised usage data (which does not identify the Customer or any End User) to improve the Service across its customer base.

9. Data Protection and Confidentiality

9.1 Each party shall comply with applicable data protection law (including the UK GDPR and the Data Protection Act 2018) in respect of personal data processed under this Agreement.

9.2 Where Captivation AI processes personal data as a processor on the Customer's behalf (for example, End User conversation content or voice input passing through the Service), the parties shall enter into Captivation AI's standard Data Processing Addendum, which is incorporated into this Agreement by reference.

9.3 Each party shall keep confidential the other's non-public business, technical, and pricing information disclosed under this Agreement, and shall use it only to perform its obligations, except where disclosure is required by law or to professional advisers under a duty of confidentiality.

9.4 Captivation AI maintains reasonable technical and organisational security measures appropriate to the nature of the data processed, including encryption of data in transit and access controls over the systems used to deliver the Service.

10. Third-Party Services

10.1 The Service relies on certain Third-Party Services to operate, including speech synthesis providers, e-commerce platform APIs (such as Shopify), cloud infrastructure providers, and content delivery networks used to serve avatar, voice, and media assets.

10.2 Captivation AI is not liable for any failure, degradation, or change in a Third-Party Service that is outside its reasonable control, save that Captivation AI shall use reasonable endeavours to maintain fallback arrangements and to notify the Customer of any material, sustained disruption.

11. Service Levels and Support

11.1 Captivation AI will use commercially reasonable efforts to make the Service available with a target uptime as set out in the applicable Order Form or Service Level Schedule, excluding scheduled maintenance (of which reasonable notice will be given) and matters outside Captivation AI's reasonable control.

11.2 Where the Service is temporarily unavailable, the Customer's online store shall continue to operate without the Service's AI-driven features; Captivation AI has no liability for the Customer's store operations, or for sales or support interactions that would otherwise have taken place through the Service, during such periods.

11.3 Support is provided in accordance with the support tier set out in the Order Form. Response and resolution targets, if any, are as set out in that tier.

12. Warranties and Disclaimers

12.1 Each party warrants that it has full power and authority to enter into this Agreement.

12.2 Except as expressly stated in this Agreement, the Service is provided "as is" and Captivation AI disclaims all other warranties, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

12.3 Captivation AI does not warrant that avatar rendering, voice output, or AI Responses will be error-free, or that any given AI Response will always be rendered without perceptible delay.

12.4 AI and Automated Outputs. The Customer acknowledges that the Service uses automated or AI-assisted processes to generate AI Responses, and that such output may occasionally be incomplete, inaccurate, or inappropriate. The Customer is responsible for determining whether its use case requires human review or other safeguards, including reviewing whether any pricing, promotional, product, availability, inventory, or policy claims made by the Service reflect the Customer's actual offers and policies. The occurrence of an incomplete, inaccurate, or inappropriate AI Response does not of itself constitute a defect in the Service. Captivation AI is not responsible for the accuracy, legality, or suitability of an AI Response except to the extent that the relevant issue results from the Service failing materially to operate in accordance with its agreed functionality.

13. Limitation of Liability

13.1 Nothing in this Agreement limits either party's liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, Captivation AI's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Customer under the applicable Order Form in the 12 months preceding the event giving rise to the claim (or, where the Agreement has been in force for less than 12 months, the fees paid or payable for that shorter period).

13.3 Subject to clause 13.1, neither party shall be liable for any indirect or consequential loss, or for loss of profit, revenue, goodwill, or anticipated savings, even if such loss was foreseeable; provided that this exclusion does not prevent Captivation AI from recovering fees, charges, or other sums properly due under this Agreement, or losses arising from unauthorised use, resale, or exploitation of the Service or Captivation AI's intellectual property.

14. Indemnification

14.1 Captivation AI shall indemnify the Customer against third-party claims that the Service, as provided by Captivation AI and used in accordance with this Agreement, infringes that third party's intellectual property rights, save to the extent the claim arises from Customer Data, the Customer's product or pricing content, or modifications not made by Captivation AI.

14.2 The Customer shall indemnify Captivation AI against third-party claims arising from Customer Data, the Customer's product, pricing, availability, inventory, promotional, order, or policy content, or the Customer's breach of Section 7 (Acceptable Use) or applicable law.

15. Term and Termination

15.1 This Agreement commences on the date set out in the Order Form and continues for the Subscription Term. Unless a minimum commitment or different Subscription Term is specified in the Order Form, the subscription will renew automatically for successive monthly Billing Periods and the Customer may cancel its subscription at any time, with cancellation taking effect at the end of the then-current Billing Period. Fees already paid or payable for the current Billing Period are non-refundable. Where a minimum commitment or different Subscription Term is specified in the Order Form, renewal and non-renewal will operate as stated in that Order Form.

15.2 Either party may terminate this Agreement for cause if the other party commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent.

15.3 On termination or expiry, the Customer's access to the Service will cease. To the extent Captivation AI retains Customer Data in an exportable form as part of the Service, Captivation AI will, on written request made within 30 days of termination, make that Customer Data reasonably available for export in a standard format. Captivation AI is not required to retain data that is processed only transiently or that the Service is not designed to store. Following the applicable retention period, Customer Data may be deleted in accordance with Captivation AI's then-current data retention policy and the Data Processing Addendum.

15.4 Clauses relating to fees accrued but unpaid, intellectual property, confidentiality, limitation of liability, and any provision which by its nature is intended to survive, shall survive termination or expiry of this Agreement.

16. Force Majeure

16.1 Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including failures of Third-Party Services, internet or telecommunications infrastructure, or acts of government.

17. General

17.1 Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

17.2 Assignment: Neither party may assign or transfer this Agreement without the other's prior written consent, save that Captivation AI may assign this Agreement in connection with a merger, acquisition, or sale of substantially all relevant assets.

17.3 Notices: Notices under this Agreement must be given in writing and sent to the addresses specified in the Order Form (or such other address as notified in writing).

17.4 Entire agreement: This Agreement (including any Order Form, Schedule, and Data Processing Addendum) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions or agreements on that subject.

17.5 Amendments: Captivation AI may update these Terms from time to time to reflect changes to the Service. Changes to fees and Plans are governed by clauses 3.2, 3.3, and 5.5. No other change will materially reduce the Customer's rights during a paid Subscription Term without notice and, where the change is material, the Customer's opportunity to object before it takes effect at the next renewal.

17.6 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.7 Order of Precedence: If there is any conflict or inconsistency between documents forming this Agreement, the following order of precedence applies unless expressly stated otherwise in the applicable Order Form or Statement of Work:

(a) the Order Form;

(b) any applicable Statement of Work, except to the extent that it expressly states that it overrides the Order Form;

(c) the Data Processing Addendum, solely in relation to the processing of personal data;

(d) these Terms and Conditions; and;

(e) Schedule 1 and any other Service Description or Documentation incorporated by reference.

Schedule 1: Service Description

This Schedule describes, at a functional level, the capabilities that may form part of Captivation Ecommerce. It is deliberately high-level: the specific techniques, models, and internal architecture Captivation AI uses to deliver these capabilities are proprietary and confidential, and nothing in this Schedule discloses them. It is not a representation that every Customer receives every capability described below — the capabilities actually provided to the Customer are those applicable to the Plan identified in the Order Form, and Captivation AI may add, retire, rename, or vary capabilities from time to time in accordance with clause 2.3.

"SuperAgent (Sales)": AI-driven product recommendations, upsell and cross-sell suggestions, and cart and checkout assistance.

"SuperAgent (Support)": AI-driven order status, returns, and general customer support assistance.

"Voice and Text Avatar": Lip-synced avatar animation, synchronised with spoken and written AI Response output.

"Custom Avatar and Voice": Bespoke avatar appearance and voice styling, where included.

"Multi-lingual Support": Delivery of AI Responses in more than one language, where included.

"Commerce Actions (UCP/MCP)": Integration with the Customer's e-commerce platform to carry out actions such as recommendations, add-to-cart, and order status lookups, as permitted by that platform's protocols.