Welcome to relaxAI. Before accessing our Services, please read these Terms of Service.

These Terms of Service ("Terms") are an agreement between Civo Limited, a company registered in England and Wales under company number 09568551 at registered office, Unit H-K, Gateway 1000, Whittle Way, Stevenage, Herts, England, SG1 2FP ("Civo") and you or the organisation, company, or other entity that you represent ("Customer"). They govern Customer's use of the Civo relaxAI services and any other Civo offerings that references these Terms (the "Services"). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services ("Effective Date")

1. Agreed Terms

   Definitions

   The following definitions and rules of interpretation apply:

   Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

   Chargeable Service: a premium relaxAI service available on a subscription basis.

   Content: collectively Inputs and Outputs.

   Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be interpreted accordingly.

   Controller, Processor, Data Subject, Data Subject Access Request, Personal Data, Personal Data Breach, Protective Measures: have the meanings as set out in the Data Protection Legislation.

   Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time.

   End User: the end user using the Services, including without limitation the Customer’s employees, contractors, agents and third parties.

   Fees: the charges payable to Civo by the Customer for Chargeable Services as set out  here.

   Free Service: the relaxAI standard service which does not incur Fees. Free Service is not subject to Schedule 1 (“Service Level Terms for Chargeable Service”) of the Terms.

   Input: Customer’s submissions to the Services

   Intellectual Property Rights: all of the intellectual property rights in or produced in connection with the Services including without limitation copyright, design rights, registered designs, database rights, patents, trademarks or names whether or not capable of registration and any applications or rights to apply for any such rights.

   Third Party Licensors: a licensor for any third party licences Civo uses to deliver the Service.

   Output: The Services’ responses to Customer Inputs.

   Schedule: a document attached to or referenced in these Terms. Each Schedule forms an integral part of this Terms and is subject to its terms and conditions.

   Term: the duration of the agreement as defined in clause 13 of the Terms (“Term and Termination”)’

   Trademarks: the registered trademarks and any further trademarks that Civo may in writing permit or procure permission for, Customer to use in respect of the Services.

2. Authorisation and Licence

   1. Civo grants the Customer a non-exclusive right to access and use the Services during the Term.
   2. Both parties agree to abide by the Terms.

3. Customer's undertakings

   1. Customer undertakes and agrees with Civo that at all times during the Term it will:

      1. evaluate whether Outputs are appropriate for Customer’s use case, and assess the risks, before using or sharing Outputs. Customer acknowledges, and must notify its End Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information;
      2. acknowledge that Outputs may contain content inconsistent with Civo's views;
      3. not use the Outputs for high-risk use cases as set out in Schedule 2 ("Acceptable Use Policy");
      4. inform Civo immediately of any change in Control of Customer, and of any change in its organisation or method of doing business that might be expected to affect the performance of Customer's duties under the Terms;
      5. notify Civo of any Service affecting issues including but not limited to issues relating to security, performance, capacity or outages.
   2. Customer is responsible for Content, including ensuring that it does not violate any applicable law, or these Terms including Schedule 2 ("Acceptable Use Policy").
   3. Customer warrants that it has obtained all necessary consents, permissions and licences to provide the Inputs to the Services.

4. Supply of Services

   1. Civo agrees to provide the Services specified in these Terms with reasonable skill, care, and diligence consistent with industry standards.
   2. The Customer agrees that the Services are provided “as is” and Civo and its Licensor disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, noninfringement. Civo makes no representations or warranties (a) that use of the Services will be uninterrupted, error free, or secure, (b) that defects will be corrected, or (c) that Content will be accurate.
   3. To the extent permitted by law, Civo agrees that Customer owns all Outputs, and disclaims any rights it receives to the Content under these Terms. Subject to Customer’s compliance with these Terms, Civo assigns to Customer its right, title and interest in the Outputs.
   4. Civo may make changes to the specifications of the Services, provided the changes do not adversely affect the quality and nature of the Services. Civo shall give notice of any changes to Service specifications to Customer as soon as reasonably practicable.
   5. Civo will deliver the Services in accordance with the relevant Third Party Licensor terms, and the Customer agrees that it will respect and comply with the terms of Third Party Licensors.

5. Civo's undertakings

   1. Civo agrees that during the Term it shall:
      1. provide and maintain the Services solely from the United Kingdom and keep the Customer’s Inputs, Outputs and Content only in the United Kingdom;
      2. not use Customer Inputs, Outputs, Content and Personal Data for any purposes other than to deliver the Services;
      3. excepting Free Service, Civo shall not use Customer Inputs, Outputs, Content and Personal Data for training any model that powers the Services unless the Customer or its End Users have given consent to do so;
      4. provide Customer with such information and support as Civo, in its sole discretion, considers appropriate to enable Customer to discharge its duties under the Terms properly and efficiently;
      5. protect the Customer’s privacy. Civo will not share any customer information, data or Content with any third party, except as required by law or with the consent of the Customer;
      6. endeavour to respond as soon as practicable to any reasonable inquiries from Customer concerning the Services;
      7. provide support and perform triage for any issues or incidents related to the Services.

6. Fees and payment for Chargeable Service

   1. The Customer shall pay the full amount by credit card in advance.
   2. Advance payments are non-refundable except in accordance with Schedule 1 (Service Level Terms for Chargeable Service).
   3. The Customer shall not be entitled to any set-off, counterclaim, abatement, or other similar deduction to withhold payment of any amount due to Civo.
   4. Interest may be chargeable on any undisputed debt at the statutory interest rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, without prejudice to any other right or remedy of either Party.
   5. Civo may, at any time during the initial term and during any extension term thereafter, vary the Fees payable by Customer by giving at least 90 days prior written notice.

7. Indemnifications

   1. Customer shall indemnify and hold harmless Civo and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with Customer’s use of the Services, except to the extent caused by Civo’s gross negligence or wilful misconduct or breach of these Terms.

8. Intellectual Property Rights

   1. Other than as expressly set out in these Terms, Civo does not grant the Customer any licence of, right in, or make any assignment of any of its Intellectual Property Rights.
   2. Nothing in these Terms gives or shall give any Intellectual Property Right ownership or control rights of the Customer to Civo.
   3. Customer shall promptly give notice to Civo in writing if it becomes aware of:
      1. any infringement or suspected infringement of the intellectual property rights relating to the Services; or
      2. any claim that the Service infringes the rights of any third party.

9. Compliance with laws and regulations

   Both parties shall at their own expense comply with all laws and regulations relating to its activities under the Terms, including, without limitation, the Bribery Act 2010 and the Modern Slavery Act 2015, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

10. Compliance with UK Data Protection Legislation

    1. Each Party shall comply with its respective obligations under the provisions of the UK Data Protection Legislation.
    2. The parties acknowledge that for the purposes of the UK Data Protection Legislation, the Customer is the Controller and Civo is the Processor.
    3. Civo shall notify the Customer without undue delay if it reasonably considers that any of the Customers instructions infringe the UK Data Protection Legislation.
    4. Civo shall provide all reasonable assistance to the Customer in the preparation of any Data Protection Impact Assessment prior to commencing any processing.
    5. Civo shall process Personal Data only in accordance with the Terms, unless Civo is required to do otherwise by law. If it is so required Civo shall promptly notify the Customer before processing the Personal Data unless prohibited by law.
    6. Subject to clause 10.7, Civo shall notify the Customer immediately if it:
       1. receives a Data Subject Access Request (or purported Data Subject Access Request);
       2. receives a request to rectify, block or erase any Personal Data;
       3. receives any other request, complaint or communication relating to either party's obligations under the Data Protection Legislation;
       4. receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under these Terms;
       5. receives a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or
       6. becomes aware of a Personal Data Breach.
    7. Civo's obligation to notify under clause 10.6 shall include the provision of further information to the Customer in phases, as details become available.

11. Limitation of liability

    1. The total liability of either party to the other in respect of all other loss or damage arising under or in connection with these Terms excluding liability arising in connection with the supply of services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the will not exceed the total amount of the Fees payable in the twelve (12) months immediately prior to the event giving rise to liability..
    2. The liability of Civo arising in connection with the supply of the Services shall be as set out in Schedule 1 of the Terms ("Service Level Terms for Chargeable Service").
    3. Neither party may benefit from the limitations and exclusions set out in this clause 12 in respect of any liability arising from its deliberate default.
    4. Subject to clauses 11.2 and 11.3, this clause 11.4 sets out the losses that are excluded:
       1. Loss of profits;
       2. Loss of revenues, loss of goodwill;
       3. Loss of agreements, loss of business opportunity;
       4. Loss of business;
       5. Depletion of goodwill or similar losses;
       6. Pure economic loss; and
       7. For any indirect or consequential loss, costs, damages, charges or expenses however arising.
    5. Nothing in the Terms limits any liability which cannot legally be limited, including liability for:
       1. death or personal injury caused by negligence; and
       2. fraud or fraudulent misrepresentation.

12. Term and Termination

    1. The Term will commence on the Effective Date until terminated in accordance with this clause 12 ("Term and Termination"). If the Customer has purchased a subscription to the Services, the subscription term will automatically renew for successive periods unless the Customer terminates the Service by deleting the Customer account in relaxAI "settings".
    2. Without affecting any other right or remedy available to it, including payment by Customer of all Fees due under the Terms, Civo may terminate the Terms with immediate effect by written notice if Customer repeatedly or materially breaches the Terms, including, without limitation, failing to pay any amount due under the Terms on the due date including all Fees for any delivered services, and remains in default more than thirty (30) days after being notified to make such payment.
    3. Civo may terminate the Terms or suspend the Customer's or any End Customer User's right to access or use all or any part of the Services immediately upon notice if Civo reasonably determines that the Customer or an End Customer User's use of the Services:
       1. breaches the Terms of the Acceptable Use Policy where such breach cannot be rectified within thirty (30) calendar days, or where the breach is sufficiently material to warrant immediate termination;
       2. With immediate effect if:
          1. Customer or End User creates a security risk to the Services or any third party; or
          2. The actions of the Customer or End User adversely impacts the Services or the systems or content of any other of Civo's customers.

13. Consequences of termination

    1. Any provision of the Terms that is intended to come into or continue in force on or after termination of the Terms shall remain in full force and effect.
    2. Termination of the Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
    3. On termination of the Terms Customer shall immediately pay to Civo all Civo's outstanding unpaid invoices and any applicable interest.
    4. The termination of the Terms shall not of itself make Civo liable to pay any compensation to Customer, including compensation for loss of profits or goodwill.
    5. Subject to clause 13.3, all other rights and licences of Customer under the Terms shall terminate on the date of termination or expiry of the Terms.

14. Confidentiality

    1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 15.2.
    2. Each party may disclose the other party's confidential information:
       1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Terms. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause 16; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Terms.

15. Force Majeure

    1. Neither party shall be in breach of the Terms or otherwise liable for any failure or delay in the performance of its obligations, except for Customer's payment obligations, if such delay or failure results from events, circumstances or causes, without limitation, beyond its reasonable control providing, as soon as reasonably practicable after the start of the Force Majeure event but no later than ten days from its start, it:
       1. notifies the other party of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any of its obligations under the Terms; and
       2. uses all reasonable endeavours to mitigate the effect of the event on the performance of its obligations.
    2. If a period of delay or non-performance continues for six (6) weeks, the party not affected may terminate the Terms by giving twenty-one (21) days' written notice to the affected party.

16. Entire Terms

    The Terms and its Schedules are the entire terms between the parties and supersedes and extinguishes all previous terms, contracts, promises, assurances, warranties, representations and understandings between the parties whether written, oral or by conduct, relating to its subject matter.

17. Amendment

    Civo may from time to time update the Terms and its Schedules by giving ninety (30) days notice to Customer, upon which Customer may send notice of its intent to terminate the Terms as provided for in clause 12.1.

18. Assignment and other dealings

    Notwithstanding anything stated to the contrary in this Terms, either Party shall not, without the prior written consent of the other Party, assign or sub-contract, any of its rights or obligations under this Terms (such consent not to be unreasonably withheld).

19. Waiver

    A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20. Severance

    If any provision, or part-provision, of the Terms is, or becomes invalid, illegal or unenforceable, it shall be deleted, but that shall not affect the validity and enforceability of the rest of the Terms.

    If any provision or part-provision of the Terms is deemed to be deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended outcome of the original provision.

21. Notices

    1. Any notice given to a party under or in connection with the Terms shall be in writing by email.

22. Third Party rights

    Except as otherwise agreed by the parties, the Terms do not permit any third-party statutory rights to enforce any of its terms.

23. No Partnership or agency

    Nothing in the Terms is intended to establish any partnership or joint venture between the parties. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24. Governing law, venue and dispute resolution

    1. The Terms shall be governed and construed in accordance with English law. Any dispute arising under or related to the Terms that is not resolved by good faith discussion by the Parties, at their discretion, shall be resolved by the London Court of International Arbitration (LCIA) arbitration in London.
    2. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

Schedule 1 - Service Level Terms for Chargeable Service

1. Definitions

   Emergency Maintenance shall mean a maintenance period where it is critical that maintenance is carried out as soon as possible to prevent a material impact on the service to Customer, including but not limited to the risk of a cyber-attack, data integrity, or platform availability.

   Financial Credit shall mean a rebate applied to the Customer's future invoices as compensation for Civo’s failure to meet the guaranteed uptime percentage, calculated based on the duration and impact of the service shortfall, as defined in this Service Level Terms (SLA).

   Incident Management shall mean an occurrence that can disrupt or cause loss of operations, services or functions which will be restored by Civo so that the services are in an operational state.

   Monthly Uptime Percentage shall mean the total number of minutes in a month, minus the number of Outage minutes suffered from all Outage Periods in a month (excluding any Scheduled Maintenance or Emergency Maintenance), divided by the total number of minutes in a month, all multiplied by 100.

   Outage shall mean a state or condition where there is a total outage or substantial failure of the provided cloud services that renders those services unusable or inaccessible. This encompasses, but is not limited to:

   • Loss of Connectivity: An absolute interruption of the network facilities necessary for users to access the cloud services, attributable to failures within Civo's control or its direct network dependencies.
   • Loss of a Specific Service: The complete unavailability or malfunction of one or more designated cloud services due to operational issues, including hardware or software failures, that prevents normal service operation.

   Outage Period means a period of five or more consecutive minutes of an Outage.

   Scheduled Maintenance means planned maintenance which is likely to affect the services such that the service is unavailable for Customer to perform any material activity. Except in the event of Emergency Maintenance Civo shall:

   • ensure that Scheduled Maintenance does not occur outside the hours of 12:00 am and 08:00 am local time for the affected region(s); and
   • notify the Customer of any maintenance window for the affected region(s) at least 1 business day in advance.

2. Service

   Civo offers a high-uptime service guarantee across its cloud platforms. The following is Civo’s service and uptime commitment for all Civo's public cloud platform, as identified in the table below.

   Service	Guaranteed Uptime Percentage
   relax.ai - cloud platform availability	99.95%

3. Service Credits

   1. If Civo fails to achieve the Guaranteed Uptime Percentage and the Customer fulfils its obligations under this SLA, the Customer is entitled to receive Financial Credits as described below. Both Monthly Uptime Percentage and Financial Credits are calculated monthly. This SLA represents the Customer's exclusive remedy for Civo's inability to meet the Monthly Uptime Percentage.

   2. Financial Credits shall be issued as detailed in the table below when the Monthly Uptime Percentage does not achieve the Guaranteed Uptime Percentage in accordance with this Terms.

      Uptime Percentage	Uptime Percentages Credit given
      99.0% to < 99.95%	10%
      95.0% to < 99.0%	40%
      < 95.0%	100%

4. Request for Financial Credit

   1. To receive any Financial Credit, the Customer must notify Civo within thirty (30) days from the date of an outage that qualifies for credit. Notification must be done through Civo’s SLA Financial Credit Request form, which must include server log files showing loss of connectivity errors, the date and time of those errors, and details of the support ticket raised at that time. If these are not provided, the Customer will forfeit their rights to receiving financial credit.
   2. Financial Credits will be applied exclusively to only the services, regions, and the specific components directly affected by the outage including but not limited to the servers, containers, storage systems, or APIs directly impacted. No credits will be issued for services, regions, or components that remain unaffected.
   3. If a dispute arises with respect to this SLA Civo will decide (acting reasonably and in good faith) based on Civo’s own system logs and records, and other available information which may be available to us.

5. Maximum Financial Credit

   1. The maximum financial credit issued for any outages will not exceed 100% of the Fees due for the affected billing month. Credits will be provided as monetary discounts applicable to future invoices for any of Civo's services. These credits will be issued within thirty (30) days of a successful credit request and will expire 12 months from the date of issue.

6. Exclusions

   The SLA does not cover:

   1. features that are labelled as pre-general availability;
   2. Scheduled or Emergency Maintenance; or
   3. errors arising from:
      1. factors outside Civo's reasonable control; or
      2. Customer actions that breach the Terms;

Schedule 2 - Acceptable Use Policy

1. Scope

   The relaxAI Acceptable Use Policy applies to any Customer or End User of the Services and is intended to help Civo's customers and end users stay safe and ensure Civo's products and services are being used safely and responsibly.

2. Aceptable Use Principles

   1. By using the Services, the Customer agrees that it, and its End Users, wil not:

      1. use the Services in any way that is irresponsible, unethical, or breaches copyright and intellectual property rights;
      2. use the Services in any way that breaches any applicable local, national or international law or regulation including, without limitation, the EU AI Act;
      3. use the Services in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
      4. make any warranty that the Service's Output will be accurate or reliable;
      5. use the Services for high-risk applications where errors could lead to physical or financial harm, such as medical diagnosis, legal advice, or financial trading;
      6. transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
      7. access, store, distribute or transmit any Viruses, or any Content during the course of the use of the Services that is harmful, threatening, defamatory, obscene, infringing (including privacy), harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes hatred, suicide or self harm, unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity;
      8. access all or any part of the Services in order reverse assemble or decompile the Services, or to build a product or service which competes with the Services (or any part of them) or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under these Terms;
      9. make the Services available for use or accessible by children under the age of 16;
      10. use the Services for the purposes of harming or attempting to harm minors in any way;
      11. use the Services in a way that would have detrimental impact on Civo's business, Civo's capability of providing services to other third parties or users or the use of the Services to any other third party;
      12. Interfere with, damage or disrupt any services or data owned by other customers or any network, equipment or software on which the Services depend.
   2. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services. In the event of any such unauthorised access or use, Customer shall promptly notify Civo by email to security@civo.com .
   3. The Customer is responsible for all activities that occur under the Customer account, regardless of whether the activities are undertaken by the Customer, End Users or a third party, except to the extent caused by Civo's breach of this Agreement, Civo is not responsible for unauthorised access to the Customer account.
   4. If the Customer becomes aware of any violation of its obligations under these Terms by an End User, the Customer will immediately terminate such End User's access to the Services.

3. Service Suspension

   1. Civo may terminate or suspend the Customer's or any End Customer User's right to access or use all or any part of the Services immediately in accordance with clause 12.3 of the Terms if Civo reasonably determines that the Customer or an End Customer User's use of the Services breaches the Terms of the Acceptable Use Policy.