v1 · April 2026
1.1 The following words will have the following meanings:
1.2 Use of the terms include, including, and any similar expressions, will be read without limitation.
Revgentic agrees to supply the Services to Customer, and Customer agrees to purchase the Services from Revgentic, on the terms of the Agreement.
3.1 On receipt of a request for information from the Customer, Revgentic may provide the Customer with a quote, proposal or other commercial information, which shall remain valid for 30 days from the date it is sent unless otherwise stated.
3.2 The Customer may proceed with a proposed Free Trial, Monthly Subscription or Annual Subscription by agreeing the relevant commercial terms with Revgentic, following which Revgentic may issue an Order Form and, where applicable, an invoice for the relevant Subscription Fees and/or Service Fees in accordance with clause 7.1.
3.3 An Order Form shall become binding on the earlier of:
(a) the Customer's signature of the Order Form; or
(b) payment by the Customer of any invoice issued in respect of that Order Form,
at which point a contract shall be formed and this Agreement shall come into effect and continue until terminated in accordance with its terms.
3.4 If there is any conflict or inconsistency between the provisions of the Order Form and these Terms, the Order Form shall take precedence to the extent of that conflict.
4.1 The Customer must select in the Order Form either a Free Trial, Monthly Subscription or Annual Subscription, and confirm the number of Authorised Seats to be made available under the relevant Subscription. The option selected shall determine the applicable Services, Software functionality, Subscription Term and Subscription Fees.
4.2 The Subscription shall continue for the applicable Subscription Term and may not be cancelled, nor this Agreement terminated for convenience, during that Subscription Term, except as expressly set out in this Agreement.
4.3 Free Trial. Where the Customer selects a Free Trial, the Subscription Term shall be the free trial period stated in the Order Form. Unless otherwise expressly stated in the Order Form:
(a) no Subscription Fees shall be payable for the Free Trial;
(b) the Free Trial shall not renew automatically; and
(c) the Customer's right to access and use the Services shall expire automatically at the end of the Free Trial period unless the parties agree otherwise in writing.
4.4 Monthly Subscriptions. Either party may cancel a monthly Subscription and terminate the agreement on written notice using the Contact Details and the cancellation will take effect at the end of the current, paid for month. Otherwise, the Subscription Term will renew for subsequent monthly Subscription terms on the same terms until cancelled, subject to any fee increase in accordance with clause 9.8.
4.5 Annual Subscriptions. Either party may cancel an Annual Subscription and terminate the Agreement at the end of the Subscription Term (or any Renewal Term) by providing no less than 30 days' written notice using the Contact Details. Following the Subscription Term, unless the prescribed notice is given, the Agreement shall automatically renew for successive Subscription periods of 12 (twelve) months on the same terms (each a Renewal Term), but subject to a fee increase in accordance with clause 9.8. Revgentic will send a reminder of upcoming renewal for Annual Subscriptions at least 30 days prior to the end of the Subscription Term, with details of the fee increase for the Renewal Term.
4.6 On payment of any applicable Subscription Fees, the Customer will receive an activation email containing details of how to complete Account registration.
4.7 Revgentic performs such due diligence checks as it deems sufficient to determine the suitability of a Customer on registration and during the term of the Agreement, as reasonably necessary to ensure the security reputation of the Software and Services. Revgentic reserves the right to refuse Account registration at its discretion. In the event Revgentic is unable to or chooses not to complete Account registration, any Subscription Fees already paid will be refunded within 14 days of refusal via the same payment method.
4.8 Once registered for the Account, the Customer shall provide details of the individuals who will occupy the Authorised Seats, and separate secure log-in credentials shall be issued for those individuals accordingly.
5.1 Revgentic grants to the Customer, and the Customer Group if specified in the Order Form or otherwise agreed in writing with Revgentic, a fully paid up, royalty-free, non-exclusive, non-sublicensable licence to access and use the Services for its ordinary business purposes and for no other purpose, up to the number of Authorised Seats purchased under the applicable Order Form.
5.2 Customer shall permit Revgentic or Revgentic's designated auditor to audit the Services in order to establish whether the number and identity of individuals accessing the Services corresponds with the Authorised Seats purchased under the applicable Order Form. Each such audit may be conducted on reasonable notice no more than once per year, at Revgentic's expense, in such a manner as not to substantially interfere with the Customer's normal conduct of business. In any event, Revgentic may monitor such user volume and identity through its operation of the Services.
5.3 Access to the Services is limited to the Customer and the individuals occupying the Authorised Seats, and the Customer must keep Account credentials secure at all times and must not permit unauthorised third parties to use them. Should the Customer suspect that its Account or credentials have been or are being used by a third party, or have been compromised, the Customer must contact Revgentic immediately. Otherwise, Revgentic may attribute all use of the Account to the Customer, and the Customer agrees to be responsible for all activities that occur under its Account.
5.4 If any of the audits referred to in clause 5.2 reveal that the Customer has permitted access to the Software in excess of the Authorised Seats purchased under the applicable Order Form, then without prejudice to Revgentic's other rights, Customer shall pay to Revgentic an amount equal to the Subscription Fees which would have applied for such additional Authorised Seats during the Term, as calculated in accordance with the then-current Subscription Fee. Such payment to be made within 7 Business Days of the date of the relevant audit and such increased Subscription Fees, reflecting such additional Authorised Seats, will then apply on an ongoing basis on the terms of this Agreement.
5.5 Revgentic will provide the Services:
(a) using reasonable skill, care, and diligence;
(b) in compliance with all applicable UK laws and regulations; and
(c) in accordance with any timescales set out in the Order Form (or, if there are none, within a reasonable time), save that time shall not be of the essence in respect of the Services, unless specified as being so within the Order Form.
5.6 Revgentic warrants that, when the Services are used in accordance with this Agreement, the Documentation and the technical specification, the Services will comply with that specification in all material respects and will be free from material errors and defects. Revgentic's sole responsibility under this limited warranty shall be to use commercially reasonable efforts to correct or replace the relevant part of the Services which fails to conform to such limited warranty, provided, however, that Customer has reported in writing to Revgentic any defect or error claimed to be a breach of such warranty. The foregoing limited warranty shall not be operative in any of the following cases: (i) Customer, any Affiliate, any individual occupying an Authorised Seat, or any third party acting on Customer's behalf modifies or misuses the Services; (ii) Customer fails to give Revgentic written notice of the claimed breach of warranty in a timely manner; (iii) the failure to conform is caused in whole or part by persons other than Revgentic, or by products, equipment, software, services or operating environments not furnished by Revgentic; or (iv) Customer fails to implement any correction, update, enhancement, improvement, expansion or revision thereto which Revgentic has provided to Customer.
5.7 Revgentic may modify or update the Software (and its specification) from time to time, provided that Revgentic will:
(a) provide updated Documentation and specification in respect of any material modification or update and make this available to Customer upon written request;
(b) ensure that the modification or update does not: (i) materially degrade or adversely affect the performance of the Software or its functionality; or (ii) materially adversely affect, or require the significant modification or replacement of, any of the standard integrations or existing deliverables; both of the preceding restrictions apply save as may be required to ensure compatibility with internet service providers and cloud computing requirements.
5.8 Revgentic is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.1 Revgentic will also provide any additional support services as may be agreed in the Order Form.
6.2 Revgentic shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during a maintenance window notified in advance to the Customer; and
(b) unscheduled, emergency maintenance. Revgentic shall use all reasonable endeavours to give the Customer notice in advance of such emergency maintenance.
7.1 Revgentic may offer the Customer access to Beta Services from time to time. Beta Services are provided for evaluation and testing purposes only, are provided "as is" and "as available", and may contain errors, defects or limitations. Revgentic may modify, suspend or discontinue Beta Services at any time without liability to the Customer, except to the extent liability cannot be excluded by law. Unless otherwise expressly agreed in writing, Beta Services are not subject to any service availability, support, warranty or indemnity commitments under this Agreement. The Customer is responsible for deciding whether to use Beta Services and for any use of Customer Data with Beta Services.
8.1 Responsible AI. Revgentic will use reasonable efforts to develop and provide the AI Services in a manner that takes into account principles of human oversight, transparency, accountability, fairness, safety and security.
8.2 Customer use of AI Services. The Customer is responsible for its use of the AI Services, including maintaining appropriate human oversight, reviewing outputs before relying on them, and ensuring that its use of the AI Services complies with applicable laws and regulations.
8.3 Evolving legal framework. The Customer acknowledges that the legal and regulatory framework applicable to artificial intelligence and automated technologies is evolving. If a change in law, regulatory guidance, third-party provider requirement, or interpretation by a competent authority affects Revgentic's ability to provide the AI Services, or the Customer's ability to use the AI Services lawfully, Revgentic may, without liability to the Customer, modify, suspend, reduce or remove all or part of the AI Services.
8.4 AI Terms. The Customer's use of the AI Services is subject to the AI Terms set out in Schedule 1. If there is any conflict between the AI Terms and the main body of this Agreement, the AI Terms shall take priority in relation to the AI Services only.
9.1 The Customer will pay the Subscription Fees in advance in accordance with the Order Form. Subscription Fees may be payable by card payment, bank transfer, payment link, invoice, purchase order or such other payment method as Revgentic may make available or agree in writing. The Customer shall take any action reasonably required to set up and maintain the relevant payment method for the Subscription Term. Any failure to make payment when due, or any failed payment collection, may result in suspension of the Subscription. Revgentic reserves the right to invoice the Customer for any outstanding Subscription Fees.
9.2 For a Free Trial, no Subscription Fees shall be payable unless otherwise expressly stated in the Order Form, but the Customer remains responsible for any Service Fees, expenses or other amounts expressly agreed in the Order Form.
9.3 Revgentic's Subscription Fees and any applicable Service Fees are exclusive of VAT and any other applicable sales or services tax but inclusive of all other taxes, duties and levies.
9.4 Customer will only be required to pay Revgentic's expenses incurred in connection with the performance of the Services where the expenses have been reasonably incurred and have been approved by Customer in writing in advance. Such expenses will be reimbursed at cost upon Revgentic furnishing Customer with the relevant receipts evidencing their incurrence.
9.5 The Subscription Fee is determined by the number of Authorised Seats purchased under the applicable Order Form. If the Customer wishes to increase the number of Authorised Seats under its Subscription, it may do so by notifying Revgentic in advance. The Customer shall pay an additional Subscription Fee for such additional Authorised Seats on a pro rata basis for the remainder of the then-current month or Subscription Term, as applicable.
9.6 If the number of individuals accessing the Services exceeds the number of Authorised Seats purchased under the applicable Order Form, the Subscription Fee shall be increased in accordance with clause 9.5 on a pro rata basis.
9.7 If the Customer wishes to decrease the number of Authorised Seats under its Subscription, this may be done only at the end of the Subscription Term by making a request to Revgentic, and such request shall take effect at the end of the Subscription Term and be reflected in the Subscription Fee for the next Subscription Term.
9.8 Revgentic may increase the Subscription Fees once per calendar year by giving the Customer at least 30 days' written notice. For a Monthly Subscription, any increase will take effect from the next monthly renewal after the notice period has expired. For an Annual Subscription, any increase will take effect from the next Renewal Term. If the Customer does not accept the increased Subscription Fees, the Customer may cancel the Subscription before the increase takes effect, in which case the Subscription shall end at the end of the then-current Subscription Term.
10.1 The parties shall comply with their respective obligations under applicable Data Protection Laws. The Data Processing Addendum, accessible here shall apply to the parties in relation to the processing of personal data under this Agreement.
10.2 Notwithstanding clause 10.1, the Customer agrees that Revgentic may use Customer Data in aggregated and anonymised form to improve the Services and its business operations, provided that such data does not identify the Customer or any individual.
10.3 Each party shall keep the other party's Confidential Information confidential and shall not disclose it to any person except as permitted by this Agreement.
10.4 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors, professional advisers and sub-processors who need to know that information for the purposes of exercising its rights or performing its obligations under this Agreement, provided that it ensures such persons are subject to appropriate confidentiality obligations; or
(b) where required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.5 No party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10.6 The obligations in this clause 10 shall continue after termination or expiry of this Agreement for so long as the relevant information remains confidential, and in respect of personal data, for so long as required under applicable Data Protection Laws.
11.1 The Customer shall not access, store, distribute or transmit any material during the course of its use of the Services that is offensive, facilitates illegal activity or violence, causes damage or injury, or is otherwise illegal.
11.2 Security: The Customer shall not:
(a) introduce, store, transfer, distribute viruses, or permit or suffer the same, into Revgentic's network and information systems or in its use of the Services;
(b) access or attempt to gain access to the Services or related systems or networks other than in the manner set forth in the Documentation; or
(c) interfere with or disrupt performance of the Services, Revgentic's network and information systems or any data stored therein.
11.3 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion and to the extent expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Documentation in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
11.4 The Customer shall ensure that only individuals occupying Authorised Seats may access the Services, and that such individuals comply with the requirements contained in these Terms and the Documentation. Revgentic reserves the right to suspend access to the Services for any individual occupying an Authorised Seat where Revgentic reasonably suspects breach of these Terms.
11.5 The Customer is responsible for ensuring that its use of the Services complies with all applicable laws and regulations, including laws relating to privacy, data protection, employment, monitoring, electronic communications, call recording and the recording or analysis of conversations. The Customer shall ensure that it has provided all required notices and obtained all required consents, permissions or other lawful bases needed for its use of the Services and for Revgentic to process Customer Data in accordance with this Agreement.
11.6 The Customer acknowledges that the Services may generate recommendations, prompts, notes, summaries, insights or other outputs. The Customer is responsible for reviewing such outputs and for any decisions, actions or omissions made in reliance on them. The Customer shall not use the Services as the sole basis for making decisions that produce legal, employment, financial or similarly significant effects on any individual.
11.7 Where the Customer uses the Services with any third-party platform, application or integration, including any CRM or communication tool, the Customer is responsible for ensuring that it has the necessary rights and permissions to connect, access and use that third-party service, and that its use complies with the applicable third-party terms.
11.8 The Customer shall:
(a) ensure that its network and systems are suitable to access and use the Services in accordance with the Documentation provided by Revgentic from time to time; and
(b) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Revgentic's systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
12.1 Customer Data. The Customer remains the owner of all Intellectual Property Rights in Customer Data. The Customer grants Revgentic a non-exclusive, royalty-free licence to access, use, host, transmit, process and display Customer Data solely to the extent necessary to provide the Services, perform its obligations, and exercise its rights under this Agreement.
12.2 Customer responsibility for Customer Data. The Customer is responsible for the legality, accuracy, quality and integrity of Customer Data, and for ensuring that it has all necessary rights, licences, permissions, notices and lawful bases required for Revgentic to use and process Customer Data in accordance with this Agreement.
12.3 Revgentic's rights. As between the parties, all Intellectual Property Rights in the Software, Services, Documentation, Revgentic's products, technology, systems, models, prompts, workflows, know-how, trade names, trademarks, service marks and any related materials shall remain owned by Revgentic or its licensors. Except for the limited right to access and use the Services expressly granted under this Agreement, no rights are granted to the Customer.
12.4 Feedback. The Customer may provide comments, suggestions, ideas or feedback regarding the Services or Revgentic's products, business or technology ("Feedback"). Revgentic may use Feedback for any lawful business purpose, including to improve, develop and commercialise its products and services, without restriction or obligation to the Customer.
12.5 Aggregated and anonymised data. Revgentic may use data derived from the Customer's use of the Services for lawful business purposes, including improving, developing and operating the Services, analytics, benchmarking and security, provided that such data is aggregated and anonymised and does not identify the Customer or any individual.
12.6 Customer branding. Revgentic shall not use the Customer's name or logo in marketing materials without the Customer's prior written consent.
12.7 Revgentic branding. The Customer shall not use Revgentic's trade names, trademarks, service marks or branding without Revgentic's prior written consent.
13.1 Revgentic represents that it has all necessary rights, licences and permissions to provide the Software and Services to the Customer on the terms of this Agreement.
13.2 The Customer shall, at its sole cost and expense, indemnify, defend and hold harmless Revgentic, its Affiliates and its and their respective officers, directors, employees, consultants and agents from and against all losses, liabilities, costs, damages and expenses, including reasonable legal fees and expenses, incurred or suffered by any of them as a result of any third-party claims, actions or demands, including, where applicable, investigations and audits by regulators, arising out of or in connection with:
(a) the unauthorised use of the Services;
(b) the Customer's breach of applicable law, including laws relating to privacy, data protection, employment, monitoring, electronic communications, call recording or the recording and analysis of conversations;
(c) Customer Data or other materials provided by or on behalf of the Customer;
(d) the Customer's failure to secure all necessary rights, licences, permissions, notices, consents or lawful bases required for Revgentic to provide the Services in accordance with this Agreement; or
(e) use of the Services by individuals occupying Authorised Seats in breach of this Agreement.
13.3 Subject to clause 13.4, Revgentic shall indemnify the Customer from and against all losses, liabilities, costs, damages and expenses reasonably incurred by the Customer in connection with any third-party claim that the Customer's receipt or use of the Software or Services in accordance with this Agreement infringes that third party's Intellectual Property Rights.
13.4 Revgentic shall not be liable under clause 13.3 to the extent the claim arises as a result of:
(a) use of the Software or Services other than in accordance with this Agreement or the Documentation;
(b) modification of the Software or Services by anyone other than Revgentic or its authorised contractors;
(c) use of the Software or Services in combination with software, systems, data, goods or services not supplied, made available or approved by Revgentic, where the claim would not have arisen without that combination;
(d) Customer Data or other materials provided by or on behalf of the Customer; or
(e) continued use of the Software or Services after Revgentic has notified the Customer to stop using them or has provided a non-infringing alternative.
13.5 In respect of any claim under this clause 13:
(a) the indemnified party shall promptly notify the indemnifying party in writing of the claim;
(b) the indemnified party shall provide reasonable cooperation in the defence and settlement of the claim, at the indemnifying party's cost; and
(c) the indemnifying party shall have conduct of the defence or settlement of the claim, provided that it may not settle any claim in a way that admits liability on behalf of the indemnified party or imposes non-monetary obligations on it without the indemnified party's prior written consent.
14.1 Nothing in this Agreement shall limit or exclude either party's liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct or deliberate default; or
(d) any other liability which cannot be excluded or limited by law.
14.2 Except for the representations and warranties expressly set out in this Agreement, and only to the extent permitted by applicable law, Revgentic disclaims all warranties and representations, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, availability or performance.
14.3 The Customer acknowledges that the Services may generate recommendations, prompts, notes, summaries, insights, suggested actions, or other outputs using artificial intelligence or automated functionality. Revgentic does not warrant that any such outputs will be accurate, complete, current, suitable for the Customer's particular purposes, or free from errors or omissions. The Customer is responsible for reviewing and verifying all outputs and for all decisions, actions or omissions made in reliance on them.
14.4 Subject to clause 14.1:
(a) neither party shall be liable, whether in contract, tort, including negligence, breach of statutory duty or otherwise, for any indirect or consequential loss;
(b) neither party shall be liable for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or business interruption, whether direct or indirect;
(c) the Services provided under a Free Trial are provided "as is" and "as available", and Revgentic's total aggregate liability under or in connection with any Free Trial shall be limited to £100;
(d) Revgentic's total aggregate liability under the Data Processing Addendum shall be limited to an amount equal to 150% of the Annualised Fees;
(e) each party's total aggregate liability for breach of clause 12 (Intellectual Property Rights), or for any claim under clause 13 (Indemnification), shall be limited to an amount equal to 150% of the Annualised Fees; and
(f) Subject to clauses 14.4(a) to 14.4(e), each party's total aggregate liability in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with this Agreement shall be limited to an amount equal to 100% of the Annualised Fees
14.5 The limitations and exclusions in this clause 14 apply to the fullest extent permitted by law and regardless of whether the liability arises from breach of contract, tort, including negligence, breach of statutory duty, misrepresentation, restitution or otherwise.
15.1 Either party may terminate this Agreement, or any affected Order Form, with immediate effect by giving written notice to the other party if the other party:
(a) commits a material breach of this Agreement and, if the breach is capable of remedy, fails to remedy that breach within 30 days of the date of written notice requiring it to do so; or
(b) becomes unable to pay its debts, becomes insolvent, enters into or proposes any composition or arrangement with its creditors generally, has an administrator, receiver or liquidator appointed, or anything analogous to any of these events occurs in any applicable jurisdiction.
15.2 Revgentic may suspend the Customer's access to all or part of the Services with immediate effect if:
(a) any Subscription Fees or Service Fees remain unpaid after the due date for payment;
(b) the Customer, or any individual occupying an Authorised Seat, breaches this Agreement or Revgentic reasonably suspects such breach;
(c) Revgentic reasonably considers that the Customer's use of the Services poses a security, legal, operational or reputational risk to Revgentic, the Services, or any other customer; or
(d) suspension is required by law, regulation, court order, regulator request, or a third-party service provider.
15.3 Where reasonably practicable, Revgentic will notify the Customer of the suspension and, where the issue is capable of remedy, will restore access once the issue has been remedied to Revgentic's reasonable satisfaction.
15.4 Termination or expiry of this Agreement or an Order Form shall not relieve the Customer of any obligation to pay Subscription Fees, Service Fees or other amounts due for the period before the effective date of termination or expiry.
15.5 If the Customer terminates this Agreement or an affected Order Form under clause 15.1 due to Revgentic's uncured material breach, Revgentic shall refund any prepaid Subscription Fees and/or Service Fees that relate to the period after the effective date of termination, on a pro rata basis.
15.6 Upon termination or expiry of this Agreement or an applicable Order Form:
(a) all rights granted to the Customer under this Agreement and the relevant Order Form shall immediately cease;
(b) the Customer shall immediately stop using the relevant Services, Software and Documentation;
(c) the Customer shall permanently delete any copies of the Documentation and any locally installed Software in its possession or control, unless otherwise agreed in writing or required by law; and
(d) each party shall return or destroy the other party's Confidential Information in its possession or control, except to the extent it is required to retain it by law or for legitimate record-keeping purposes, in which case it shall remain subject to the confidentiality obligations in this Agreement.
15.7 Unless otherwise agreed in the Order Form or required by law, Revgentic will make Customer Data available for export or retrieval for a reasonable period following termination or expiry, where technically supported by the Services. After that period, Revgentic may delete Customer Data in accordance with its standard retention and deletion processes, subject to the Data Processing Addendum and applicable law.
15.8 A Free Trial will expire automatically at the end of the Free Trial period stated in the Order Form, unless the parties agree otherwise in writing. The Customer's access to the Services may be suspended or terminated at the end of the Free Trial, and Revgentic shall have no obligation to retain Customer Data after the Free Trial except as required by law or expressly agreed in writing.
15.9 Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination or expiry.
15.10 Any provision of this Agreement that is intended to continue in force on or after termination or expiry shall remain in full force and effect, including clauses 1, 9, 10, 12, 13, 14, 15, 16, 17 and Schedule 1.
16.1 Revgentic shall, during the Term, maintain insurance cover that is appropriate to its business and the nature of the Services. Upon the Customer's written request, not more than once in any 12-month period, Revgentic shall provide reasonable evidence of such insurance cover.
17.1 Notices. Any notice or other communication required to be given under this Agreement shall be in writing and shall be delivered by email, in the case of Revgentic to amir@revgentic.com, and in the case of the Customer to the email address set out in the Order Form.
17.2 Export controls and sanctions. The Customer shall comply with all applicable export control and sanctions laws and regulations in connection with its use of the Services. The Customer shall not access or use the Services in any country or territory, or by any person or entity, where such access or use would breach applicable export control or sanctions laws.
17.3 Severance. If any provision, or part of a provision, of the Agreement is found by any authority of competent jurisdiction to be illegal, invalid or unenforceable, it shall be deemed deleted to the minimum extent necessary, and the legality, validity and enforceability of the remaining provisions of the Agreement will not be affected.
17.4 Entire agreement. The Agreement contains the whole agreement between the parties and replaces all prior arrangements, understandings and agreements relating to its subject matter. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not set out in the Agreement, except that nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
17.5 Variation. Subject to clause 17.14, no variation or amendment of this Agreement shall be effective unless it is in writing and signed by the parties.
17.6 Waiver. Any waiver under this Agreement must be in writing. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
17.7 Third party rights. Nothing in this Agreement is intended to confer any right, benefit or remedy on any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999.
17.8 Relationship of the parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, employment or fiduciary relationship between the parties, or authorise either party to make or enter into commitments for or on behalf of the other.
17.9 Assignment. Neither party may assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. However, Revgentic may assign or transfer this Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation, change of control or sale of all or substantially all of its business or assets.
17.10 Subcontracting. Revgentic may use subcontractors and third-party service providers to provide the Services, provided that Revgentic remains responsible for the performance of its obligations under this Agreement. Where any subcontractor processes personal data, the Data Processing Addendum shall apply.
17.11 Publicity. Revgentic shall not use the Customer's name or logo in marketing materials without the Customer's prior written consent.
17.12 Force majeure. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. This clause shall not apply to any obligation to pay amounts due under this Agreement. If the period of delay or non-performance continues for 60 days, either party may terminate the affected Order Form by giving written notice to the other party.
17.13 Governing law and jurisdiction. The Agreement and any disputes arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
17.14 Updates to these Terms
(a) Revgentic may update these Terms from time to time, including to reflect changes to the Services, applicable law, security requirements, third-party provider requirements, or Revgentic's business processes.
(b) Revgentic will give the Customer not less than 14 days' written notice before any material update to these Terms takes effect.
(c) If the Customer does not agree to a material update, the Customer may notify Revgentic in writing before the update takes effect. In that case, the unamended Terms shall continue to apply until the end of the then-current Subscription Term, at which point the Subscription shall terminate unless the Customer agrees to the updated Terms.
(d) If the Customer continues to access or use the Services after the updated Terms take effect, the Customer shall be deemed to have accepted the updated Terms.
(e) Unless expressly agreed otherwise in writing, any update to these Terms shall not amend the commercial terms set out in an Order Form, including the Subscription Fees, Authorised Seats, Subscription Term or any Special Terms.
(f) For Customers using the Services on a Free Trial basis, Revgentic may update these Terms during the Free Trial by giving notice to the Customer. If the Customer does not agree to the updated Terms, the Customer must stop using the Services and may request termination of the Free Trial.
(a) These AI Terms apply to the Customer's access to and use of any AI Services made available as part of the Services.
(b) These AI Terms form part of the Agreement. If there is any conflict between these AI Terms and the main body of the Agreement, these AI Terms shall take priority in relation to the AI Services only.
(c) Words and phrases used in these AI Terms shall have the meanings given to them in the Agreement, unless expressly defined otherwise in these AI Terms.
(a) The Customer acknowledges that the Services may include AI Services which generate or assist with prompts, recommendations, notes, summaries, insights, suggested actions or other outputs based on Customer Data, user inputs, connected systems and/or other information processed through the Services.
(b) Revgentic may update, modify, replace or improve the AI Services from time to time in accordance with the Agreement.
(c) Revgentic will use reasonable efforts to develop and provide the AI Services in a manner that takes into account principles of human oversight, transparency, accountability, fairness, safety and security.
(a) The Customer and individuals occupying Authorised Seats may provide information, instructions, prompts, call data, CRM data, communications data or other inputs to the AI Services.
(b) The AI Services may generate outputs, including recommendations, notes, summaries, prompts, insights, suggested actions or other responses.
(c) The Customer is responsible for all inputs provided to the AI Services and for ensuring that it has all necessary rights, permissions, notices, consents or lawful bases to provide such inputs and use the AI Services.
(a) As between Revgentic and the Customer, the Customer retains ownership of Customer Data.
(b) Subject to Revgentic's rights in the Software, Services, AI Services, underlying technology, models, workflows, know-how and Documentation, the Customer may use outputs generated for the Customer through the AI Services for its internal business purposes in accordance with the Agreement.
(c) The Customer acknowledges that outputs may not be unique, and the same or similar outputs may be generated for other customers or users. Revgentic does not warrant that any output will be protectable by intellectual property rights or that use of any output will not infringe third-party rights.
(a) The Customer is responsible for reviewing and verifying all outputs before relying on them.
(b) The Customer shall not use the AI Services or any outputs as the sole basis for decisions that produce legal, employment, financial or similarly significant effects on any individual.
(c) The Customer remains responsible for all decisions, actions or omissions made in reliance on the AI Services or outputs.
(a) Revgentic will not permit third-party AI providers to use Customer Data to train their general-purpose AI models, unless expressly agreed otherwise in writing.
(b) Revgentic may use aggregated and anonymised information derived from use of the Services to monitor, maintain, secure, improve and develop the Services and AI Services, provided that such information does not identify the Customer or any individual.
(c) Any further use of Customer Data for model training or product improvement will be subject to the Agreement, the Data Processing Addendum and applicable law.
(a) The Customer acknowledges that the AI Services may use or interoperate with third-party AI providers, models or systems.
(b) Revgentic is not responsible for third-party AI providers, models or systems to the extent they are provided, controlled or configured by the Customer, except as expressly stated in the Agreement or required by applicable law.
(c) If a third-party AI provider changes, suspends or withdraws any relevant service, model or functionality, Revgentic may modify, suspend, reduce or remove the affected AI Services without liability to the Customer.
(a) The Customer acknowledges that the legal and regulatory framework applicable to artificial intelligence and automated technologies is evolving.
(b) If a change in law, regulatory guidance, third-party provider requirement, or interpretation by a competent authority affects Revgentic's ability to provide the AI Services, or the Customer's ability to use the AI Services lawfully, Revgentic may, without liability to the Customer, modify, suspend, reduce or remove all or part of the AI Services.
(a) The Customer acknowledges that AI-generated outputs may be inaccurate, incomplete, out of date, misleading or unsuitable for the Customer's intended purpose.
(b) Revgentic does not warrant the accuracy, completeness, reliability, suitability or availability of any outputs generated by the AI Services.
(c) The Customer uses the AI Services and outputs at its own discretion and remains responsible for independently checking outputs before relying on them.
(d) This disclaimer applies in addition to, and not instead of, the disclaimers, indemnities and limitation of liability provisions in the Agreement.