Terms of Service.

§ 01The agreement.

These Terms of Service (the “Terms”) form a binding contract between you (the “Customer”) and Dilr.ai Ltd, a company registered in England and Wales under company number 16842656 with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (“Dilr”, “we”, “us”).

These Terms apply to all engagements — our AI products (Dilr Voice, Seek Brilliance, Studio Precision) and our consulting services (Placement Diagnostic, Operating Model, Execution Office, and bespoke engagements). A separate written Order Form or Statement of Work (“Order”) sets out the specific scope, fees, and duration for each engagement. Where an Order conflicts with these Terms, the Order prevails for that engagement.

By signing an Order, using any Dilr product, or otherwise engaging our services, you accept these Terms in full. If you don't accept them, don't use the services.

§ 02Definitions.

Services

Any Product or Consulting Services provided by Dilr under an Order.

Products

Dilr Voice, Seek Brilliance, Studio Precision, and any other software-as-a-service platform operated by Dilr.

Consulting Services

Professional advisory, diagnostic, design, and execution services delivered by Dilr personnel.

Deliverables

Reports, roadmaps, documents, code, models, and other tangible outputs produced under an Order.

Customer Data

Data and materials provided by the Customer or generated by the Customer's users through use of the Services.

Customer Personal Data

Personal data (as defined by UK GDPR) within Customer Data. Governed by our Data Processing Agreement.

Order

A signed Order Form, Statement of Work, or equivalent written document incorporating these Terms.

Fees

The amounts payable by the Customer under an Order.

Third-Party Models

Foundation models and AI services operated by third parties (e.g. OpenAI, Anthropic) that Dilr may use to deliver the Services.

§ 03The services.

3.1 Products

Subject to payment of applicable Fees and compliance with these Terms, Dilr grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term of the relevant Order to access and use the Products solely for Customer's internal business purposes.

3.2 Consulting Services

Dilr will provide Consulting Services with reasonable skill and care, using appropriately qualified personnel. The scope of work, deliverables, timeline, and acceptance criteria are set out in the Order.

3.3 Service levels

Product uptime targets and incident response commitments are set out in the Order or a separate Service Level Schedule. Where an SLA applies, it is our sole liability for service availability issues.

3.4 Changes

We may improve, update, or modify the Products from time to time. We will not materially degrade Product functionality during an active Order term. For Consulting Services, changes to scope must be agreed in writing via a change order.

3.5 Restrictions

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

• Reverse engineer, decompile, or attempt to derive source code from the Products.
• Use the Services to build a competing product or to train any machine learning model that competes with Dilr's Products.
• Use the Services in breach of applicable law, to infringe third-party rights, or to process data in ways not permitted by the DPA.
• Resell, sublicense, or otherwise make the Services available to any third party except to authorised users.
• Remove, alter, or obscure any proprietary notices on the Services or Deliverables.
• Attempt to bypass technical restrictions, rate limits, or security controls.

§ 04Your obligations.

Customer agrees to:

• Provide timely access to the people, data, and systems reasonably needed to deliver the Services.
• Ensure Customer Data does not infringe third-party rights and complies with applicable law.
• Secure authorised user credentials and promptly notify us of any unauthorised access.
• Use the Products only for the business purposes contemplated in the Order.
• Pay Fees when due.
• Nominate a responsible business owner for each engagement — someone empowered to make decisions on scope and sign-off.

We rely on the accuracy of information you give us. If input data is materially wrong or incomplete, our outputs will be too — and the Order timeline and fees may need adjustment.

§ 05IP & licences.

5.1 Dilr IP

All intellectual property rights in the Products, the underlying technology, the Dilr AI Transformation System (DATS) methodology, our templates, frameworks, and any generally applicable know-how remain the exclusive property of Dilr. Nothing in these Terms transfers ownership to the Customer.

5.2 Customer IP

Customer retains all rights in Customer Data. Customer grants Dilr a limited, royalty-free, worldwide licence to process Customer Data solely to deliver the Services and to generate Deliverables, for the duration of the Order and any reasonable post-termination period required for handover.

5.3 Deliverables

Upon full payment of Fees for a given Deliverable, Dilr assigns to Customer the intellectual property rights in that Deliverable, except for any pre-existing Dilr IP, open-source components, and generally applicable frameworks — which remain licensed to Customer on a perpetual, royalty-free, non-exclusive basis for internal use.

5.4 Feedback

If Customer gives us feedback, suggestions, or ideas about the Services, we may use them freely without obligation. Feedback is not confidential.

§ 06Data protection.

The handling of Customer Personal Data is governed by our Data Processing Agreement, which is incorporated into these Terms by reference. The DPA sets out each party's responsibilities as controller and processor under UK GDPR and, where relevant, EU GDPR.

We will not use Customer Personal Data to train foundation models or for any purpose other than delivering the Services, except with Customer's explicit written consent.

§ 07Fees & payment.

7.1 Fees

Fees are set out in the applicable Order. Unless otherwise stated, Fees are exclusive of VAT and any other applicable taxes, which Customer is responsible for paying.

7.2 Invoicing

Dilr invoices on the schedule agreed in the Order. Default payment terms are 30 days net from the invoice date, by bank transfer in GBP (or another currency if agreed).

7.3 Late payment

Undisputed invoices not paid within 30 days may accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend Services (other than as required to preserve Customer Data) if undisputed Fees are more than 45 days overdue, with 7 days' prior written notice.

7.4 Pricing changes

For recurring Product subscriptions, we may adjust pricing at renewal with at least 60 days' notice. Pricing during the current term is fixed.

§ 08Term & termination.

8.1 Term

The term of each engagement is set out in the Order. Product subscriptions renew automatically for successive periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

8.2 Termination for cause

Either party may terminate an Order immediately on written notice if the other party:

• Commits a material breach that is not remedied within 30 days of written notice.
• Becomes insolvent, enters administration, or is wound up.
• Commits a serious breach of law that materially affects the engagement.

8.3 Effects of termination

On termination:

• Customer's right to access the Products ends.
• Customer must pay all undisputed Fees accrued up to the termination date.
• We will, on request and for a reasonable period (typically 30 days), support export of Customer Data in a machine-readable format.
• After the export period, we will delete Customer Data in accordance with our retention schedules and the DPA.
• Clauses that by their nature are intended to survive (confidentiality, liability, IP, governing law) will survive.

§ 09Warranties & disclaimers.

9.1 Mutual warranties

Each party warrants that it has the authority to enter into these Terms and will comply with applicable law in its performance.

9.2 Dilr warranties

Dilr warrants that:

• The Services will be performed with reasonable skill and care.
• The Products will operate materially in accordance with their documentation.
• We will use commercially reasonable efforts to ensure the Products are free of viruses and malicious code.

9.3 AI output disclaimer

AI outputs — whether from a Product or generated in the course of a Consulting engagement — may contain errors, omissions, or results that require human review. Customer is responsible for reviewing and validating AI outputs before relying on them for material decisions. We do not warrant that AI outputs will be accurate, complete, fit for a particular purpose, or free from bias.

9.4 General disclaimer

Except as expressly set out in these Terms, and to the fullest extent permitted by law, Dilr disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

§ 10Liability.

10.1 Unlimited liability

Nothing in these Terms limits or excludes either party's liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot be lawfully limited or excluded.

10.2 Cap on liability

Subject to clause 10.1 and 10.4, each party's total aggregate liability under or in connection with these Terms — whether in contract, tort (including negligence), under statute, or otherwise — shall not exceed the greater of (a) the Fees paid or payable by Customer under the applicable Order in the 12 months preceding the event giving rise to the claim, or (b) £100,000.

10.3 Excluded losses

Subject to clause 10.1, neither party is liable for:

• Loss of profits, revenue, anticipated savings, or business opportunity.
• Loss of goodwill or reputation.
• Loss or corruption of data (except to the extent caused by our breach of the DPA).
• Any indirect, special, or consequential loss, however arising.

10.4 Data protection breaches

For claims arising from our breach of the DPA or UK GDPR as processor, our liability is capped at two times the amount in clause 10.2, and the exclusions in clause 10.3 do not apply to a Customer's direct regulatory fines or a data subject's compensation awarded by a court.

§ 11Indemnity.

11.1 Dilr IP indemnity

Dilr will defend Customer against any third-party claim that the Services, as provided by Dilr and used in accordance with these Terms, infringe that third party's UK or EU intellectual property rights, and will pay damages finally awarded (or agreed in settlement approved by Dilr). This indemnity does not apply to claims arising from: (a) Customer Data; (b) Customer's modifications; (c) use of the Services with third-party materials not supplied by Dilr; or (d) use in breach of these Terms.

11.2 Customer indemnity

Customer will defend Dilr against any third-party claim arising from Customer Data, Customer's use of the Services in breach of these Terms, or Customer's breach of applicable law.

11.3 Procedure

The indemnified party must give prompt written notice, grant control of the defence to the indemnifying party, and cooperate reasonably. The indemnifying party may not settle a claim in a way that admits liability on behalf of the indemnified party without its consent.

§ 12Confidentiality.

Each party agrees to hold the other's Confidential Information in strict confidence, use it only to perform its obligations under these Terms, and protect it with at least the care it applies to its own confidential information (and in any case with reasonable care).

“Confidential Information” means any non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential — including technical data, business plans, customer lists, and the terms of any Order.

Confidentiality obligations do not apply to information that: (a) is or becomes public through no breach; (b) was known before disclosure; (c) is independently developed without reference to the disclosed information; or (d) is required to be disclosed by law or regulator, in which case the receiving party will (where permitted) give prompt notice.

Confidentiality obligations survive termination for a period of 5 years, or indefinitely for trade secrets.

§ 13AI-specific terms.

13.1 Third-Party Models

Delivery of the Services may involve the use of Third-Party Models. We select providers whose terms are compatible with these Terms and our DPA. Customer acknowledges that:

• Third-Party Model providers' terms (e.g. usage policies, availability commitments) may apply to the underlying model, in addition to our own.
• We pass through, but do not extend or modify, any terms imposed by Third-Party Model providers — except where those terms conflict with our commitments in the DPA, in which case our DPA commitments prevail to the extent of the conflict.
• We do not grant Customer any rights to the underlying Third-Party Models themselves.

13.2 Training

We will not use Customer Data to train any generally available foundation model. Any fine-tuning on Customer Data happens only on request, on isolated infrastructure, and the resulting weights belong to Customer (or are jointly owned if agreed in the Order).

13.3 Responsible use

Customer agrees to use AI outputs responsibly, including:

• Human review before using outputs for material decisions affecting individuals (hiring, credit, medical, legal).
• Disclosure to end users where required by law (e.g. EU AI Act Art. 50 transparency obligations).
• Not using the Services to create deceptive content, non-consensual imagery, or material that causes harm.

13.4 EU AI Act

Where an engagement involves a system classified as “high-risk” under the EU AI Act, the parties will agree additional governance, documentation, and human-oversight requirements in the Order.

§ 14General.

14.1 Governing law & jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court.

14.2 Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

14.3 Notices

Notices must be in writing and sent to the party's registered address or, for Dilr, to legal@dilr.ai. Email notices are effective on sending provided no bounce is received within 48 hours.

14.4 Assignment

Neither party may assign these Terms without the other's prior written consent (not to be unreasonably withheld), except that either party may assign to a successor in a merger, acquisition, or sale of substantially all assets on written notice.

14.5 Third-party rights

A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

14.6 Entire agreement

These Terms, together with the DPA, any Order, and any documents expressly referenced, form the entire agreement between the parties and supersede any prior understandings. No terms in any Customer purchase order or standard terms of business apply, even if attached or referenced.

14.7 Changes to Terms

For Products, we may update these Terms on reasonable notice (at least 30 days for material changes). For active Consulting engagements, the Terms in effect at signature of the Order continue to apply until that engagement concludes.

14.8 Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in full force.

14.9 No waiver

A failure or delay in exercising a right is not a waiver of that right.

14.10 Anti-bribery & modern slavery

Each party warrants compliance with the UK Bribery Act 2010 and the Modern Slavery Act 2015, and will maintain appropriate policies and controls.

Questions about these Terms? Email legal@dilr.ai. For commercial questions, book a call.