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 Order Form, Service Description, or Data Processing Addendum incorporated by reference.

"Captivation Inside" or "the Service": the hosted service made available by Captivation AI, comprising such of the components described in Schedule 1 (Service Description) as are specified as included in the applicable Order Form. Not all components are included in every subscription, and the Service may be extended or reduced as set out in clause 2.4.

"Included Components": the specific components of the Service, as listed in Schedule 1, that are identified in the applicable Order Form as being subscribed to by the Customer.

"Captivation Bridge": the integration layer sitting at the Customer's ingestion/output layer that connects the Customer's Main LLM or chatbot to the Service.

"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, API references, and technical documentation made available by Captivation AI for use of the Service.

"End User": an individual who interacts with the avatar, voice, or media output rendered via the Service on or through the Customer's product.

"Main LLM": the large-language-model-based chatbot or AI agent, whether operated by the Customer or a third party, that the Customer connects to the Service.

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

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

"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, cloud hosting, and content delivery networks.

2. The Service

2.1 Schedule 1 (Service Description) sets out, at a functional level, the capabilities that may, depending on subscription, form part of the Service, spanning avatar rendering, voice output, gesture animation, and media display. The Service is modular: the Customer subscribes to, and Captivation AI will provide, only the Included Components identified in the applicable Order Form, and references in this Agreement to "the Service" mean the Included Components unless the context requires otherwise.

2.2 Captivation AI offers the components described in Schedule 1 on an indicative and non-exhaustive basis. Not every Customer will require, or be entitled to use, every component, and Captivation AI is under no obligation to provide any component that is not an Included Component under the Customer's Order Form.

2.3 The Customer may add or remove components from its subscription by changing subscription tier in accordance with clause 3.3, where the relevant components form part of that tier, or by agreeing a revised Order Form or other written variation with Captivation AI. Changes made through a subscription tier change take effect in accordance with clause 3.3; other changes take effect from the date agreed between the parties.

2.4 The Service is provided on a hosted basis. Captivation AI may, in its discretion, introduce, retire, rename, combine, or otherwise vary individual components, 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 an Included Component that 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 integration or subscription.

2.5 The Customer is solely responsible for the Main LLM (including its outputs, role, personality, instructions, and any connected retrieval-augmented generation sources or third-party tool integrations), except where Captivation AI is separately contracted to provide the Main LLM as part of a full-platform engagement.

2.6 Where a feature of the Customer's product depends on a component that is not an Included Component, the associated behaviour will simply not be available, and Captivation AI has no liability for the absence of functionality outside the Customer's Included Components.

2.7 The Customer is responsible for its own systems, website, application, network connectivity, 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, configuration or implementation, except to the extent caused by a defect in the Service.

3. Access, Accounts and Subscription Tiers

3.1 Access to the Service is granted via API credentials, environment 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 Subscription tiers, usage limits (including, where applicable, call volume, number of integrated instances, and included lip-synced and voice characters utilised) and any overage terms are set out in the applicable Order Form.

3.3 Changes to Subscription Tier. The Customer may request to upgrade or downgrade its subscription tier 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 Components, usage limits and other entitlements applicable to the newly selected subscription tier 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 subscription tier 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 products, venues, or client instances only where its Order Form permits multi-instance use; otherwise deployment is limited to the single product or instance 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 suspected breach of Section 5 (Acceptable Use);

(d) address non-payment under Section 4, 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.

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. Fees and Payment

4.1 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.

4.2 Unless otherwise stated in the Order Form, fees are invoiced monthly in advance for the subscription element and monthly in arrears for any usage-based or overage element (for example, lip-synced and voice characters utilised).

4.3 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 any other right or remedy.

4.4 Where the Customer changes its subscription tier in accordance with clause 3.3, the fees applicable to the newly selected tier will apply from the beginning of the next Billing Period. Captivation AI may otherwise change the fees applicable to a subscription tier by giving the Customer at least 14 days' prior notice. Any such change will take effect no earlier than the start of the next Billing Period following expiry of that notice.

4.5 Usage Measurement. Where fees or limits are usage-based, usage will be measured in accordance with the metric specified in the applicable Order Form or pricing plan. Captivation AI’s system records will be used to determine usage for billing purposes, subject to correction in the event of manifest error. The applicable Order Form or pricing plan will specify what activity is chargeable and any included allowance, minimum commitment or overage rate.

5. Customer Obligations and Acceptable Use

5.1 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 avatar-rendering, voice-orchestration, or phrase-caching product;

• circumvent any usage limits, rate limits, or access controls, or resell or sublicense access to the Service except as expressly permitted under clause 6.2 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.

5.2 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 product.

5.3 The Customer shall ensure that instructions given to its Main LLM do not direct the Service to misrepresent that a human, rather than an AI avatar, is present, where such disclosure is required by applicable law or platform rules.

5.4 The Customer is responsible for use of the Service by its End Users and by any person accessing the Service through credentials, integrations or instances under the Customer’s control, and shall take reasonable steps to ensure that such use complies with this Agreement.

6. Intellectual Property

6.1 As between the parties, Captivation AI (or its licensors) owns all intellectual property rights in and to the Service, including the Captivation Bridge, 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.

6.2 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 products, websites or applications for use by its End Users. Where the applicable Order Form expressly permits client, multi-instance, vendor or reseller deployment, the licence also extends to the authorised deployment of the Service within products or services supplied by the Customer to those clients, 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.

6.3 The Customer retains all rights in Customer Data and in any third-party media, branding, or product content it supplies to be displayed within the media window. The Customer grants Captivation AI a licence to host, process, and display such content solely to provide the Service.

6.4 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.

7. Data Protection and Confidentiality

7.1 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.

7.2 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.

7.3 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.

7.4 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 and libraries used to deliver the Service.

8. Third-Party Services

8.1 The Service relies on certain Third-Party Services to operate, including speech synthesis providers, cloud infrastructure providers, and content delivery networks used to serve avatar, voice, and media assets.

8.2 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.

8.3 Where the Customer's Main LLM is itself a third-party chatbot (rather than one operated by Captivation AI), Captivation AI has no responsibility for the content, accuracy, or behaviour of that Main LLM save to the extent it results from a defect in the Service.

9. Service Levels and Support

9.1 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.

9.2 Because the Captivation Bridge sits synchronously in the Customer's response path, Captivation AI implements timeout and graceful-degradation behaviour so that a slow or unavailable downstream component does not prevent the Main LLM's underlying response from reaching the End User; degraded responses may, in that scenario, omit avatar, gesture, or media enrichment while still delivering the core conversational output, depending on how the Customer has configured fallback behaviour.

9.3 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.

10. Warranties and Disclaimers

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

10.2 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.

10.3 Captivation AI does not warrant that avatar rendering, voice output, gesture selection, or media display will be error-free, or that any given Main LLM output will always be rendered without perceptible delay.

10.4 AI and Automated Outputs. The Customer acknowledges that the Service may use automated or AI-assisted processes to select, synchronise or present avatar, voice, gesture or media output, 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. Captivation AI is not responsible for the accuracy, legality or suitability of the Customer’s Main LLM output except to the extent that an issue is caused by a defect in the Service itself.

11. Limitation of Liability

11.1 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.

11.2 Subject to clause 11.1, 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).

11.3 Subject to clause 11.1, 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.

12. Indemnification

12.1 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 Main LLM, or modifications not made by Captivation AI.

12.2 The Customer shall indemnify Captivation AI against third-party claims arising from Customer Data, the Customer's Main LLM outputs or instructions, or the Customer's breach of Section 5 (Acceptable Use) or applicable law.

13. Term and Termination

13.1 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.

13.2 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.

13.3 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 applicable 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.

13.4 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.

14. Force Majeure

14.1 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.

15. General

15.1 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.

15.2 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.

15.3 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).

15.4 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.

15.5 Amendments: Captivation AI may update these Terms from time to time to reflect changes to the Service. Changes to fees are governed by clause 4.4. 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.

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

15.7 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:

(a) the Order Form;

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

(c) these Terms and Conditions; and;

(d) 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 Inside. 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 Included Components actually provided to the Customer are those identified in the applicable Order Form, and Captivation AI may add, retire, rename, or vary capabilities from time to time in accordance with clause 2.4. Additional capabilities may be available under Captivation AI's wider solutions offering; these are outside the scope of Captivation Inside unless separately agreed in writing.

Captivation Bridge: The integration layer connecting the Customer's Main LLM or chatbot to the Service, handling relevant input and output between the Customer's system and Captivation AI's rendering pipeline.

Avatar & Voice Rendering: Lip-synced avatar animation, synchronised with spoken voice output generated from the Main LLM's responses.

Gesture Animation: Supplementary avatar expressions and gestures during conversation, where included.

Media Display: An on-screen media window capable of showing supporting content (for example product detail, video, graphics, maps, or links) alongside the conversation, where included.

Front End Rendering: Functionality enabling synchronised avatar, voice and media output to be rendered within the End User experience.