Terms | Tessium

01 Introduction and acceptance

1.1 These Terms of Service (“Terms”) set out the agreement between Lightified, operating as Tessium (“Tessium”, “we”, “our”, “us”), and the organisation or person that accepts them (“Customer”, “you”, “your”) in relation to the Services.

1.2 You accept these Terms by clicking to accept them, by signing an Order Form that refers to them, or by accessing or using the Services. If you do not accept these Terms, you must not use the Services.

1.3 If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and “Customer” means that organisation.

1.4 These Terms, together with the documents listed in clause 4, form the entire agreement for the Services (“Agreement”). Where Tessium and the Customer sign a separate master services agreement, enterprise agreement or equivalent negotiated contract for the Services, that agreement prevails over these Terms to the extent of any conflict.

1.5 The Services are provided for business use. They are not intended for consumers and are not offered to individuals acting outside the course of a business, trade or profession.

02 Definitions

2.1 In these Terms:

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means holding more than 50% of the voting rights or the ability to direct the management of that entity.

“Agreement” has the meaning given in clause 1.4.

“Confidential Information” has the meaning given in clause 14.1.

“Connected System” means a third-party system, application, data source, repository or service that the Customer authorises Tessium to access, including email, cloud storage, databases, finance systems, communication tools and project systems.

“Credit” has the meaning given in clause 16.4.

“Customer Data” means information, files, messages, records, credentials, prompts, instructions or other content that the Customer or its Users provide to, connect to, or otherwise make available through the Services, and includes data accessed from a Connected System at the Customer’s direction.

“Customer-Specific Configuration” means the memories, skills, prompts, instructions, agents, workflows, rules, datasets, dashboards, scripts, templates, knowledge items and other configuration created for or by the Customer within the Services and specific to the Customer’s business, knowledge, methodology or ways of working. It does not include the Platform Components used to implement or operate that configuration.

“Customer Know-How” means the Customer’s proprietary knowledge, methodologies, processes, business rules, standards, templates, commercial practices and other proprietary material, whether or not embodied in Customer-Specific Configuration.

“Data Protection Laws” means all laws applicable to the processing of personal data under the Agreement, including the Abu Dhabi Global Market Data Protection Regulations 2021, UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the UK General Data Protection Regulation and the EU General Data Protection Regulation, in each case to the extent applicable.

“DPA” means the Tessium Data Processing Agreement made available by Tessium and incorporated into the Agreement where personal data is processed.

“Documentation” means the user guidance, help materials and technical documentation that Tessium makes generally available for the Services.

“Fees” means the amounts payable by the Customer for the Services as set out in an Order Form or, where no Order Form applies, in the ordering process at the time of purchase.

“Model Provider” means a third-party provider of an artificial intelligence model or model-hosting service used by Tessium to deliver the Services.

“Order Form” means an order document, quotation, statement of work, online ordering screen or subscription plan selection agreed between the parties that identifies the Services purchased and the applicable commercial terms.

“Output” means content, analysis, documents, data, code, recommendations, communications or other work product produced by the Services from Customer Data, Customer-Specific Configuration or Customer instructions.

“Platform Components” means the Tessium software, platform, infrastructure, models, tooling, frameworks, generic agents, generic skills, generic templates, generic methods, libraries, know-how and reusable components used to provide the Services, together with all updates, improvements and derivatives of them, but excluding Customer Data, Customer Know-How and Customer-Specific Configuration.

“Privacy Notice” means the Tessium privacy notice published at tessium.ai, as updated from time to time.

“Security Overview” means the Tessium security overview document made available to the Customer on request.

“Service Capacity” means the volume of usage included in the Customer’s subscription, whether expressed as credits, tokens, tasks, agent runs, seats, storage or another unit, as set out in the Order Form.

“Services” means the Tessium platform, together with any implementation, configuration, onboarding, forward-deployed engineering, training and support services that Tessium agrees to provide, in each case as identified in an Order Form.

“Subprocessor” means a third party engaged by Tessium to process Customer Data in connection with the Services.

“User” means an individual authorised by the Customer to access the Services under the Customer’s account.

2.2 In these Terms, “including” and “in particular” are not words of limitation; a reference to a statute or regulation includes any amendment or replacement of it; the singular includes the plural and vice versa; and clause headings are for convenience only and do not affect interpretation.

03 Who these Terms are with

3.1 Tessium is a trading name of Lightified, registration number 000003201, a company registered in the Abu Dhabi Global Market, of DD-15-134-004 – 007, Level 15, WeWork Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates.

3.2 The Customer may permit its Affiliates to use the Services under its account, provided the Customer remains responsible for their compliance with the Agreement and for all Fees arising from their use.

04 How the Agreement fits together

4.1 The Agreement consists of these Terms, each applicable Order Form, the DPA where personal data is processed, any Service Level Agreement expressly agreed in an Order Form, and any other document expressly incorporated by reference.

4.2 If there is a conflict between those documents, the following order of precedence applies:

(a) for the processing of personal data, information security obligations and matters governed by Data Protection Laws: the DPA, then any signed amendment, then the Order Form, then these Terms;

(b) for all other matters: any signed amendment or negotiated master agreement, then the Order Form, then the DPA, then any Service Level Agreement, then these Terms.

4.3 An Order Form varies these Terms only for the specific matters it expressly addresses, and only in relation to the Services it covers.

4.4 The Privacy Notice and the Security Overview are informational. They describe how Tessium operates but do not form part of the Agreement and do not create contractual obligations. Tessium’s contractual data protection and security obligations are those set out in these Terms and the DPA.

05 The Services

5.1 Tessium is a secure artificial intelligence platform that can be configured around a Customer’s knowledge, rules, systems and ways of working.

5.2 Subject to the Agreement and payment of the Fees, Tessium grants the Customer a non-exclusive, non-transferable, non-sublicensable right for the term of the Agreement to access and use the Services for the Customer’s internal business purposes.

5.3 Depending on the Order Form, the Services may include access to the Tessium platform, artificial intelligence capabilities, agents, workflows, integrations with Connected Systems, managed datasets, dashboards, implementation and configuration services, onboarding, forward-deployed engineering and ongoing support.

5.4 Tessium will provide the Services with reasonable skill and care and in accordance with the Documentation in all material respects.

5.5 Tessium may modify, update or improve the Services from time to time. Tessium will not make a change that materially reduces the core functionality of the Services during a subscription term without the Customer’s consent, except where the change is required by law, necessary for security or safety reasons, or results from a change imposed by a third party outside Tessium’s reasonable control.

5.6 Tessium may make features available on a beta, preview, trial, early-access or evaluation basis (“Beta Features”). Beta Features are provided “as is”, may be withdrawn or changed at any time, are excluded from any service level commitment, and are excluded from the warranties in clause 20. The Customer uses Beta Features at its own discretion and risk.

5.7 The Services are not designed or licensed for use in circumstances where failure or an incorrect Output could reasonably be expected to result in death, personal injury, severe environmental damage or the failure of critical infrastructure, and must not be used in the operation of medical devices, life-support systems, aircraft or vehicle control, nuclear facilities or weapons systems.

06 Implementation and professional services

6.1 Where an Order Form includes implementation, configuration, forward-deployed engineering, training or other professional services, Tessium will perform them with reasonable skill and care and using appropriately qualified personnel.

6.2 The Customer will provide timely access to the information, systems, personnel and decisions that Tessium reasonably requires to perform professional services. Tessium is not responsible for delay or additional cost caused by the Customer’s failure to do so.

6.3 Deliverables created for the Customer under professional services are treated as follows. Customer Know-How and Customer Data within a deliverable remain the Customer’s. Customer-Specific Configuration within a deliverable is dealt with under clause 11. Platform Components within or used to create a deliverable remain Tessium’s under clause 12.

6.4 Unless the Order Form states otherwise, professional services are provided on a time-and-materials basis and any estimate of effort is indicative only.

6.5 Neither party will, during the term of the Agreement and for six months afterwards, knowingly solicit for employment any employee or contractor of the other party who has been directly involved in the Services. This does not restrict general recruitment advertising not targeted at those individuals, or the engagement of a person who approaches a party on their own initiative.

07 Accounts, users and permissions

7.1 The Customer decides who may access its Tessium account and is responsible for managing Users, roles, permissions and Connected System authorisations.

7.2 The Customer is responsible for all activity under its account, including activity by its Users and Affiliates, whether or not authorised, except to the extent caused by Tessium’s breach of the Agreement.

7.3 Users must keep their credentials secure and must not share them or permit unauthorised access. The Customer will notify Tessium promptly at support@tessium.ai on becoming aware of any unauthorised access to or use of the Services.

7.4 Where the Services connect to a Connected System, they operate subject to the permissions available to the connecting user or account. The Customer is responsible for ensuring that the permissions it grants are appropriate, that it has the rights necessary to connect that system and to make the information within it available to Tessium, and that any organisation-level connection it authorises reflects an access decision the Customer intends.

7.5 The Customer will ensure that its Users comply with the Agreement and will be liable for their acts and omissions as if they were its own.

08 Acceptable use

8.1 The Customer must not, and must not permit any User or third party to:

(a) use the Services unlawfully, fraudulently or in breach of any applicable law, regulation or third-party right;

(b) circumvent or attempt to circumvent any security measure, access control, tenant boundary, permission model, usage limit or rate limit;

(c) access or attempt to access any data, account, tenant or system that it is not authorised to access, including the data of any other Tessium customer;

(d) introduce or transmit malware, or otherwise interfere with or disrupt the integrity, performance or availability of the Services;

(e) reverse engineer, decompile or disassemble any non-public part of the Services, or attempt to derive their source code, model weights, prompts or architecture, except to the extent applicable law expressly permits and cannot be excluded by contract;

(f) resell, sublicense, rent, lease, or make the Services available to any third party as a service bureau, managed service or shared platform, except as expressly permitted in an Order Form;

(g) use the Services, or any Output, to train, fine-tune, benchmark for publication, or otherwise develop or improve any artificial intelligence or machine learning model or any product that competes with the Services;

(h) scrape, crawl, mine or use automated means to extract data from the Services other than through interfaces that Tessium makes available for that purpose;

(i) upload or connect content that the Customer does not have the right to provide, or that infringes the intellectual property, privacy or confidentiality rights of any person;

(j) use the Services to generate or distribute unlawful, defamatory, harassing, deceptive or discriminatory content, to impersonate a person without authorisation, or to send unsolicited commercial communications in breach of applicable law;

(k) use the Services to make a decision producing legal effects concerning an individual, or similarly significantly affecting an individual, without appropriate human review; or

(l) use the Services in a manner prohibited by clause 5.7 or clause 23.

8.2 Tessium may suspend all or part of the Services, or a specific User’s access, where reasonably necessary to protect the Services, other customers, Connected Systems or any person from a security threat, unlawful activity, material breach of clause 8.1, or where required by law. Tessium may also suspend the Services for material non-payment in accordance with clause 16.6.

8.3 Where practicable Tessium will give the Customer prior notice of suspension and an opportunity to remedy, and will limit any suspension in scope and duration to what is reasonably necessary. Tessium will restore the Services promptly once the cause is resolved. Suspension under clause 8.2 does not relieve the Customer of its obligation to pay Fees, except where the suspension results from Tessium’s breach of the Agreement.

09 Customer Data and data protection

9.1 Ownership. The Customer retains all right, title and interest in and to Customer Data. Nothing in the Agreement transfers ownership of Customer Data to Tessium.

9.2 Licence. The Customer grants Tessium a non-exclusive, worldwide, royalty-free licence to host, store, transmit, copy, display, process and otherwise use Customer Data solely to the extent necessary to provide, secure, maintain and support the Services, to perform the Customer’s instructions, and to comply with law. This licence terminates in accordance with clause 18.

9.3 Roles. Where Tessium processes personal data contained in Customer Data on the Customer’s behalf, the Customer is the controller and Tessium is the processor, and the DPA applies. Tessium acts as an independent controller in respect of account and contact information, billing and financial records, security monitoring, abuse and fraud detection, audit logging, and aggregated technical and usage information used in accordance with clause 12.3. The Privacy Notice describes that processing.

9.4 Customer responsibility. The Customer is responsible for ensuring that it has a lawful basis and all necessary rights, consents and permissions to provide or connect Customer Data to the Services, and for the accuracy, quality, legality and appropriateness of Customer Data.

9.5 Special categories and regulated data. The Customer must not provide or connect special categories of personal data, payment card data subject to PCI DSS, health records, government-issued identifiers or other data subject to heightened regulatory requirements unless the Order Form or DPA expressly provides for it and the parties have agreed any additional controls required.

9.6 Data location. The regions in which Customer Data is hosted are as set out in the Order Form or, where the Order Form is silent, as notified by Tessium and recorded in the Security Overview. Where the Customer has selected a hosting region, Tessium will store Customer Data at rest in that region and will not change it without the Customer’s prior written consent. Limited processing may occur outside that region for support, security and Subprocessor operations, in each case subject to the DPA and an appropriate transfer mechanism.

9.7 Government and third-party requests. If Tessium receives a legally binding request from a public authority or third party for Customer Data, Tessium will, unless legally prohibited, notify the Customer without undue delay, disclose only the minimum required, and where lawful give the Customer the opportunity to challenge the request.

10 AI processing and Outputs

10.1 The Services use artificial intelligence models and other software components to perform work. Customer Data and Customer-Specific Configuration may be processed as necessary to complete a task, run an agent or workflow, produce an Output, or perform an action the Customer has authorised.

10.2 No training on Customer content. Tessium does not use Customer Data, Customer prompts, Customer Know-How, Customer-Specific Configuration or Outputs to train, fine-tune or otherwise develop any artificial intelligence model. Tessium will use Model Providers on terms or technical arrangements that do not permit them to use such content to train, fine-tune or improve their models. A Model Provider may process or retain such content only to the extent reasonably necessary to provide, secure, monitor for abuse, or operate the relevant model service, or to comply with applicable law. Tessium will maintain protections consistent with this clause for so long as it uses Model Providers to provide the Services.

10.3 Model selection. Tessium selects the models used to deliver the Services and may add, change or withdraw a model where reasonably necessary for performance, cost, security, availability or capability reasons. Where an Order Form identifies a specific model, model family or model-hosting arrangement, Tessium will not depart from it without the Customer’s prior written consent, except where continued use is prevented by the Model Provider, by law, or by a security or availability event outside Tessium’s reasonable control, in which case Tessium will notify the Customer and use a materially equivalent alternative.

10.4 Ownership of Outputs. As between the parties, and conditional on payment of the Fees then due, the Customer owns all Outputs created for it from its Customer Data, Customer Know-How, Customer-Specific Configuration or instructions. Tessium assigns to the Customer, with effect from creation, any right, title and interest it may have in those Outputs. This does not transfer any right in Platform Components embedded in or used to produce an Output, which remain licensed to the Customer under clause 5.2 for the term of the Agreement.

10.5 Third-party rights and non-exclusivity. Ownership of an Output is subject to any third-party rights in material the Customer supplied or connected. The Customer acknowledges that artificial intelligence models are probabilistic and that Outputs are not unique: the Services may generate the same or similar Output for another customer from the same or similar input, and nothing in clause 10.4 restricts Tessium from providing the Services to others or from generating similar Outputs for them, provided Tessium complies with clauses 11.3 and 14.

10.6 Review, validation and use. Artificial intelligence involves judgement and probabilistic processing. Outputs may be incomplete, inaccurate or unsuitable for a particular purpose. The Customer is solely responsible for reviewing, validating, using, distributing, publishing and operationally deploying Outputs, and for any decision made or action taken in reliance on them. Outputs do not constitute legal, financial, tax, accounting, medical, engineering, safety or other professional advice, and the Customer must apply appropriate human judgement and independent verification before using them for any regulated, safety-critical, contractually binding or legally significant purpose.

10.7 Actions in Connected Systems. Where the Customer enables the Services to take an action in a Connected System, the action is taken under the Customer’s authorisation and within the permissions and configuration made available to the Services. The Customer is responsible for the business use and consequences of actions performed within those authorisations.

11 Customer Know-How and Customer-Specific Configuration

11.1 Customer Know-How. The Customer retains all right, title and interest in Customer Know-How. Customer Know-How does not become Tessium property, and Tessium acquires no licence to it, merely because Tessium has assisted in capturing, structuring or configuring it within the Services.

11.2 Customer-Specific Configuration. As between the parties, the Customer owns the Customer-Specific Configuration created for or by it, and Tessium assigns to the Customer with effect from creation any right, title and interest it may have in it. That ownership does not extend to Platform Components used to implement, host, execute or operate the Customer-Specific Configuration, which remain Tessium’s under clause 12.

11.3 No cross-customer reuse. Tessium will not use or make available Customer Data, Customer Know-How or Customer-Specific Configuration for the benefit of any other customer, and will not replicate a Customer’s proprietary methodology in another customer’s environment. Tessium personnel remain free to apply generic skill, experience and technical know-how gained in the course of providing the Services, provided they do not use or disclose Customer Confidential Information, Customer Know-How or Customer-Specific Configuration in doing so.

11.4 Confidentiality status. Customer Data, Customer Know-How and Customer-Specific Configuration are Customer Confidential Information for the purposes of clause 14, for so long as Tessium holds them.

11.5 Export and portability. During the term of the Agreement and for the retrieval period in clause 18.2, the Customer may export documents and dashboards using the export functionality available in the Services. For other Customer Data and Customer-Specific Configuration, including memories, skills, agent instructions, workflows, rules, datasets, scripts and knowledge items, the Customer may make a reasonable written request to Tessium. Tessium will provide the requested data or configuration in a structured, machine-readable format where reasonably practicable and supported by the Services.

11.6 Limits on portability. Tessium does not warrant that exported Customer-Specific Configuration will function, or produce equivalent results, outside the Services, because its execution depends on Platform Components. On request, and at the Customer’s cost where materially more than incidental effort is required, Tessium will provide reasonable assistance with a migration or export.

11.7 Post-termination use. After termination the Customer may retain and use its exported Customer Data, Customer Know-How, Customer-Specific Configuration and Outputs for its own business purposes, subject to clause 8.1(g) and to Tessium’s rights in Platform Components. The Customer’s licence to access and use the Services and Platform Components ends on termination.

12 Tessium intellectual property and product improvement

12.1 Tessium and its licensors retain all right, title and interest in and to the Platform Components and all intellectual property rights in them, including all updates, improvements, generic capabilities and derivative works developed over time. Except for the rights expressly granted in clause 5.2, no rights in the Platform Components are granted to the Customer.

12.2 The Customer must not remove, obscure or alter any proprietary notice in the Services.

12.3 Tessium may collect and use technical and usage information about the operation of the Services, including system performance, latency, error and diagnostic data, feature usage, consumption and volumetric data, and security telemetry, in order to operate, secure, monitor, maintain, troubleshoot, support, bill for and improve the Services, and to produce internal reporting.

12.4 Tessium may create and use aggregated or de-identified information derived from the operation of the Services, provided that it does not include Customer Data, Customer Know-How, Customer-Specific Configuration or Confidential Information, is aggregated with data from other customers or otherwise processed so that the Customer, its Users and its Confidential Information cannot reasonably be identified, and is not attributed to the Customer. Tessium will not attempt to re-identify such information, and will not publish or disclose it in a form that identifies the Customer or from which the Customer could reasonably be identified, without the Customer’s prior written consent.

12.5 For the avoidance of doubt, clauses 12.3 and 12.4 do not permit Tessium to train any artificial intelligence model on Customer Data, Customer Know-How, Customer-Specific Configuration or Outputs, which is prohibited by clause 10.2.

12.6 If the Customer provides feedback, suggestions or ideas about the Services, Tessium may use them without restriction or obligation. Feedback must not include Customer Confidential Information, and providing feedback grants Tessium no rights in Customer Data, Customer Know-How or Customer-Specific Configuration.

13 Connected Systems and third-party services

13.1 The Services may connect to Connected Systems chosen and authorised by the Customer. The Customer authorises Tessium to access each Connected System only to the extent required to provide the Services the Customer has requested and permitted by the relevant account, credential or connection.

13.2 Connected Systems are provided by third parties and are subject to their own terms, pricing, availability, application programming interfaces and technical limitations. Tessium is not responsible for a Connected System itself, or for any outage, change, deprecation, rate limit or restriction imposed by its provider, and no such event constitutes a breach of the Agreement by Tessium. Where a Connected System change materially affects the Services, Tessium will notify the Customer and use reasonable efforts to provide an alternative.

13.3 Tessium may engage Subprocessors to host, operate and support the Services and to deliver connections. Tessium maintains a list of Subprocessors and will notify the Customer of the intended addition or replacement of a Subprocessor in accordance with the DPA, giving the Customer a reasonable period to object on reasonable grounds relating to data protection. Where the Customer objects and the parties cannot agree a resolution, the Customer may terminate the affected Services without penalty and receive a refund of Fees prepaid for the unused period.

13.4 Tessium remains responsible for the performance of its Subprocessors’ obligations in connection with the Services to the same extent as if it performed them itself.

13.5 The Customer is responsible for maintaining valid licences, subscriptions and authorisations for its Connected Systems, and for the Fees or charges its own providers levy.

14 Confidentiality

14.1 “Confidential Information” means information disclosed by or on behalf of one party to the other in connection with the Agreement that is identified as confidential or that a reasonable person would consider confidential in the circumstances, including business, technical, commercial, financial, product and security information. Customer Data, Customer Know-How and Customer-Specific Configuration are Customer Confidential Information. The Platform Components, and Tessium’s non-public product, security and pricing information, are Tessium Confidential Information.

14.2 The receiving party will protect the disclosing party’s Confidential Information using at least the degree of care it applies to its own confidential information and in any event no less than a reasonable degree of care; use it only as necessary to perform or receive the Services and exercise its rights under the Agreement; and disclose it only to its personnel, Affiliates, professional advisers and Subprocessors who need it for those purposes and who are bound by confidentiality obligations no less protective than this clause 14.

14.3 These obligations do not apply to information that is or becomes public other than through breach of the Agreement, was lawfully known to the receiving party before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of or reference to the disclosing party’s Confidential Information.

14.4 A receiving party may disclose Confidential Information where required by law, regulation, court order or a regulator, provided that, unless legally prohibited, it gives the disclosing party prompt notice and reasonable assistance to seek protective treatment, and discloses only what is required.

14.5 These obligations continue for five years after the end of the Agreement, and indefinitely in respect of Customer Data, Customer Know-How, Customer-Specific Configuration and any trade secret.

14.6 On request after termination, and subject to clause 18, the receiving party will return or destroy the disclosing party’s Confidential Information, except for copies retained in routine backups pending scheduled expiry or as required by law.

15 Security

15.1 Tessium will implement and maintain appropriate technical and organisational measures designed to protect Customer Data and the Services against unauthorised access, use, loss, alteration, disclosure or destruction, appropriate to the nature of the Services and the risks involved.

15.2 Those measures will at all times during the term of the Agreement include, at a minimum:

(a) logical separation of each customer’s environment and data, so that Customer Data is not accessible to another customer;

(b) role-based access control applying the principle of least privilege, with access to production systems containing Customer Data restricted to personnel who require it;

(d) encryption of Customer Data in transit using industry-standard protocols, and at rest;

(e) scoped, time-limited credentials for artificial intelligence tasks and automated processes;

(f) security logging and monitoring appropriate to the nature and risk of the Services, retained for a period that is reasonable in the circumstances;

(g) controls designed to prevent an agent, workflow or model from accessing data outside the Customer’s tenant, and to prevent content retrieved by the Services from being treated as an instruction to Tessium;

(h) documented change management, vulnerability management and patching processes;

(i) background screening of personnel with access to production systems, to the extent permitted by law; and

(j) a documented information security policy and incident response process, reviewed at least annually.

15.3 Tessium will not materially reduce the protection afforded by the measures in clause 15.2 during the term of the Agreement. Tessium may change specific measures where the replacement provides an equivalent or higher level of protection.

15.4 The Security Overview provides further detail. It is informational and, in accordance with clause 4.4, does not create contractual obligations beyond those in this clause 15 and the DPA.

15.5 Incidents. Tessium will notify the Customer without undue delay, and in any event within 48 hours, of becoming aware of a confirmed security incident that has resulted in the unauthorised access to, acquisition of, loss of or disclosure of Customer Data. The notification will describe the nature of the incident, the Customer Data affected so far as known, the measures taken or proposed, and a contact point. Tessium will provide reasonable further information and assistance to enable the Customer to meet its own regulatory notification obligations, and will investigate, remediate and take reasonable steps to prevent recurrence. Where the DPA specifies a different or additional notification requirement, the DPA prevails.

15.6 Assurance. On reasonable request and no more than once in any twelve-month period, unless required by a regulator or following a security incident affecting the Customer, Tessium will complete a reasonable security questionnaire and provide available reports, certifications and summary penetration-test results, subject to confidentiality.

15.7 Customer responsibilities. The Customer is responsible for the security of its own systems and Connected Systems, for managing Users, access and permissions, and for the consequences of the permissions, connections and capabilities it grants or enables.

16 Fees, credits and payment

16.1 The Customer will pay the Fees for the Services. Fees may be structured as a recurring subscription or platform fee, prepaid Credits, implementation or professional-services fees, or another model set out in the Order Form.

16.2 Unless the Order Form states otherwise: any recurring subscription or platform fee is charged in advance for each billing period, by card payment or invoice at Tessium’s election; Credits are purchased and paid for before use, by card payment or invoice as Tessium makes available; professional-services and implementation fees are invoiced monthly in arrears; and any invoice is payable within 30 days of the invoice date, in the currency stated on the invoice, without set-off or deduction.

16.3 Service Capacity and overage. Where the Order Form includes a Service Capacity, the Customer may use the Services up to that capacity. Where usage exceeds it, Tessium will notify the Customer and, unless the Order Form provides otherwise, may charge for the excess at the rate stated in the Order Form or, if none is stated, at Tessium’s then-current standard rate. Tessium may instead apply reasonable throttling or require the Customer’s approval before further usage, and will use reasonable efforts to notify the Customer as usage approaches its Service Capacity. Tessium will not suspend the Services solely for exceeding Service Capacity without first notifying the Customer and allowing a reasonable opportunity to purchase additional capacity.

16.4 Credits. A Credit is a unit of account used to measure and charge for usage of the Services, and not a unit of work, output or computing resource. The number of Credits consumed by a given task, agent run or workflow step is not fixed: it depends on the artificial intelligence model and other resources Tessium selects under clause 10.3 at the time of the request, and may differ between materially similar requests and change over time as Tessium changes the models or resources it uses. Tessium does not warrant a specific number or range of Credits for any category of operation. The price per Credit is as stated in the applicable Order Form or ordering process. Unless the Order Form states otherwise, Credits do not expire and are not forfeited solely because a subscription term has ended, for as long as the Customer’s account remains open; are not exchangeable for cash and may not be transferred outside the Customer’s account; and are forfeited without refund on closure of the account under clause 17.3 or on termination, except where the Customer terminates for Tessium’s material breach or under clause 13.3, in which case unused prepaid Credits are refunded on a pro-rata basis.

16.5 Taxes. Fees are exclusive of value added tax and other applicable taxes and duties, which the Customer will pay in addition. Where the Customer is required to withhold tax, it will pay Tessium such additional amount as ensures Tessium receives the full amount it would have received absent the withholding.

16.6 Late payment. If an undisputed invoice remains unpaid for more than 15 days after its due date, Tessium may charge interest on the overdue amount at 1.5% per month, accruing daily from the due date until payment. If an undisputed invoice remains unpaid for more than 30 days after its due date and the Customer has not remedied within 10 days of written notice, Tessium may suspend the Services under clause 8.2 and, if non-payment continues for a further 30 days, terminate under clause 17.4.

16.7 Disputed amounts. The Customer may withhold payment of an invoiced amount that it disputes in good faith, provided it notifies Tessium of the disputed amount and the reason before the due date and pays the undisputed balance on time. The parties will resolve the dispute promptly and in good faith.

16.8 Pricing changes. Tessium may change its Fees, including credit and consumption rates, with effect from the start of a renewal term, on at least 60 days’ written notice before the end of the then-current term. Fees agreed in an Order Form will not change during the term that Order Form covers, except where the Customer purchases additional Services or capacity, or where the Order Form expressly provides otherwise. If the Customer does not accept a price change notified for a renewal term, it may elect not to renew in accordance with clause 17.2.

16.9 Automatic top-up. Where the Customer enables automatic top-up within the Services, the Customer sets its own trigger threshold and top-up amount. On the Customer’s balance reaching the trigger threshold, Tessium will automatically charge the Customer’s registered payment method the configured top-up amount to purchase further Credits. The Customer may change or disable automatic top-up, and is responsible for keeping a valid payment method registered and for the top-up parameters it configures. Automatic top-up is also subject to a monthly limit that the Customer sets and that is required while automatic top-up is enabled: Tessium will not charge for automatic top-ups exceeding that limit in any calendar month, a top-up that would exceed it is not made, and the limit resets at the start of the following calendar month. The monthly limit does not restrict top-ups the Customer purchases manually.

16.10 Negative balance. Where the Customer’s funded Credit balance is exhausted, Tessium may prevent new billable work from starting and may pause scheduled or event-triggered activity until the balance is restored. Work already in progress may complete and may result in a negative Credit balance. Any Credits consumed beyond the funded balance are a debt owed by the Customer to Tessium and may be deducted from or invoiced against the Customer’s next Credit purchase or payment.

16.11 Consumption and model selection. The number of Credits consumed by a category of operation is not fixed and depends on the artificial intelligence model and other resources Tessium selects under clause 10.3, which Tessium may change, including to use a more cost-effective model or resource for a given task. Tessium does not publish a schedule of Credits consumed per category of operation. Where a change under clause 10.3 would materially increase the number of Credits ordinarily consumed by a category of operation, Tessium will give the Customer at least 30 days’ prior notice of that change. This clause 16.11 does not entitle the Customer to a refund, credit or right to terminate in respect of a change in consumption.

17 Term, renewal and termination

17.1 The Agreement begins when the Customer first accepts these Terms or the start date stated in the Order Form, whichever is earlier, and continues for the initial term stated in the Order Form. Where no initial term is stated, the initial term is 12 months.

17.2 Renewal. At the end of the initial term and each renewal term, the Agreement renews automatically for a further period equal to the then-current term, unless either party gives written notice of non-renewal at least 30 days before the end of that term, or the Order Form provides otherwise. Where the subscription is billed monthly, either party may give 30 days’ written notice to end the Agreement at the end of the then-current monthly period.

17.3 Closing the account. Neither party may terminate for convenience during a fixed term except as expressly provided in the Agreement. Where the Customer is using the Services without a fixed-term Order Form, including on a self-service Credit-purchase, free or trial basis, the Customer may close its account at any time, with immediate effect, by ceasing use and giving written notice to Tessium. Tessium may close such an account on 60 days’ prior written notice. Closing an account under this clause 17.3 is treated as termination of the Agreement for the purposes of clause 18, and any Credit balance is forfeited in accordance with clause 16.4.

17.4 Termination for cause. Either party may terminate the Agreement, or the affected Order Form, immediately on written notice if the other party: materially breaches the Agreement and fails to remedy the breach within 30 days of written notice describing it; breaches a provision incapable of remedy; becomes insolvent, enters administration, liquidation or an equivalent process, or ceases to carry on business; or, in the case of the Customer, fails to pay in accordance with clause 16.6.

17.5 Tessium may terminate immediately on written notice where the Customer’s use presents a serious and immediate risk of unlawful activity, security compromise or harm to any person, and suspension under clause 8.2 is not sufficient to address it.

17.6 Effect on Fees. Termination does not relieve the Customer of the obligation to pay undisputed Fees accrued up to the effective date of termination. Where the Customer terminates under clause 17.4 for Tessium’s material breach, or under clause 13.3, Tessium will refund Fees prepaid for Services not provided after the termination date. Otherwise, Fees prepaid for a term are non-refundable.

18 Effect of termination, data return and deletion

18.1 On termination, the Customer’s and its Users’ rights to access and use the Services end, and Tessium may disable the Customer’s account.

18.2 Retrieval period. For 30 days after the effective date of termination, Tessium will keep the Customer’s stored Customer Data and Customer-Specific Configuration available for retrieval in accordance with clause 11.5 and will provide the access or reasonable assistance necessary to complete that retrieval. Tessium will extend this period by up to a further 30 days on the Customer’s written request made before it expires. Where the Agreement is terminated by Tessium under clause 17.5, Tessium may provide the retrieval or export in a controlled manner instead of restoring account access.

18.3 Connected System credentials. Tessium will revoke and delete stored authorisation tokens and credentials for the Customer’s Connected Systems within 7 days of the end of the retrieval period, or immediately on the Customer’s written request. The Customer should also revoke Tessium’s access from within each Connected System.

18.4 Deletion. Tessium will delete the Customer’s stored Customer Data and Customer-Specific Configuration from production systems within 90 days after the end of the retrieval period, and will delete or overwrite them from backups in accordance with its scheduled backup expiry cycle, which does not exceed a further 90 days. Tessium may retain Customer Data for longer only where and for so long as retention is required by law, necessary for the establishment or defence of a legal claim, or required to maintain the integrity of financial and audit records, in which case it remains subject to clauses 14 and 15.

18.5 On the Customer’s written request made within 30 days after deletion is due, Tessium will confirm in writing that deletion has been carried out.

18.6 Survival. Clauses 1.4, 2, 8.1(g), 9.1, 10.2, 10.4, 10.5, 11, 12, 14, 16 (in respect of amounts accrued), 18, 20.4, 21, 22, 23, 26 and 27 survive termination, together with any other provision that by its nature is intended to survive.

19 Service availability and support

19.1 Tessium will use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, excluding planned maintenance, emergency maintenance, and unavailability caused by an event described in clause 26.1 or by a Connected System or third-party provider.

19.2 Tessium will use reasonable efforts to schedule planned maintenance outside normal business hours in the Customer’s principal operating region and to give advance notice of maintenance likely to cause material unavailability.

19.3 Tessium will provide support for the Services in accordance with the Order Form or any Service Level Agreement. Where neither specifies support, Tessium will provide support by email at support@tessium.ai during business hours in the Abu Dhabi Global Market and will use reasonable efforts to acknowledge a request within one business day.

19.4 Any uptime commitment, service credit, response time or resolution target applies only if expressly stated in an Order Form or Service Level Agreement. Where a Service Level Agreement provides service credits, those credits are the Customer’s sole financial remedy for failure to meet the relevant service level, save in respect of a persistent failure entitling the Customer to terminate under clause 17.4.

20 Warranties and AI limitations

20.1 Each party warrants that it has the authority to enter into the Agreement and that doing so does not breach any other obligation binding on it.

20.2 Tessium warrants that it will provide the Services with reasonable skill and care and in accordance with the Documentation in all material respects. The Customer’s sole and exclusive remedy for breach of this warranty is for Tessium, at its option, to re-perform the affected Services or correct the material non-conformity at no charge, or, where Tessium determines that this is not reasonably achievable, to terminate the affected Services and refund any Fees prepaid for the unused period.

20.3 The Customer warrants that it has all rights, consents and lawful bases necessary to provide and connect Customer Data, that its use of the Services complies with the Agreement and applicable law, and that it will not use the Services in a manner prohibited by clause 5.7, 8.1 or 23.

20.4 AI and service limitations. The Customer acknowledges that the Services use probabilistic artificial intelligence models and depend on Customer-provided and connected information. Tessium does not warrant that the Services will be uninterrupted, error-free or free of all vulnerabilities; that any Output will be accurate, complete, current, unique or fit for a particular purpose; that the same input will produce the same Output; that the Services will identify every relevant matter; or that use of the Services will produce any particular business, commercial, financial, regulatory or other outcome. The Customer’s responsibilities under clauses 10.6 and 10.7 apply.

20.5 The parties may agree specific acceptance criteria, accuracy thresholds or performance commitments for a defined workflow in an Order Form. Where they do, clause 20.4 does not limit those agreed commitments.

20.6 Except as expressly set out in the Agreement, and to the fullest extent permitted by law, the Services are provided “as is” and “as available”, and all warranties, conditions, representations and terms implied by statute, common law or otherwise, including as to satisfactory quality, fitness for a particular purpose and non-infringement, are excluded.

21 Limitation of liability

21.1 Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.

21.2 Excluded losses. Subject to clause 21.1 and to the fullest extent permitted by law, Tessium is not liable to the Customer for any indirect, special, incidental, punitive, exemplary or consequential loss, or for any loss of profit, revenue, anticipated savings, business, business opportunity, goodwill or reputation, contract, business interruption, or loss of or corruption of data (other than the cost of restoring Customer Data from the most recent available backup), whether or not foreseeable and whether arising in contract, tort, negligence, breach of statutory duty or otherwise.

21.3 Aggregate cap. Subject to clause 21.1, Tessium’s total aggregate liability arising out of or in connection with the Agreement, including any liability under clause 22.1, will not exceed the total Fees actually paid by the Customer to Tessium under the Agreement in the 12 months immediately preceding the first event giving rise to the claim. This cap applies in the aggregate to all claims, whether related or unrelated and regardless of the number of events, incidents or claims.

21.4 Customer obligations. The limitations in clauses 21.2 and 21.3 apply only to Tessium and do not limit the Customer’s obligation to pay Fees, its indemnification obligations under clause 22.4, or its liability for breach of clause 14, misuse of Tessium’s intellectual property or the Services in breach of clauses 8.1(e) to 8.1(h), or unlawful provision or use of Customer Data.

21.5 Mitigation and Customer-caused loss. The Customer will take reasonable steps to mitigate any loss. Tessium is not liable for loss to the extent caused by the Customer’s or a User’s breach of the Agreement, Customer Data, instructions or configuration, failure to follow the Documentation or reasonable instructions, or the Customer’s use, reliance on or authorisation of an Output or action.

21.6 The allocation of risk in this clause 21 is a fundamental basis of the Agreement and is reflected in the Fees.

22 Indemnities

22.1 Tessium IP indemnity. Tessium will defend the Customer against any third-party claim that the Customer’s use of the Services in accordance with the Agreement infringes that third party’s patent, copyright, trade mark, database right or trade secret, and will indemnify the Customer against damages and costs finally awarded, or agreed in settlement approved by Tessium, in respect of such a claim.

22.2 The indemnity in clause 22.1 does not apply to a claim arising from: Customer Data, Customer Know-How or material supplied or connected by the Customer; Customer-Specific Configuration, except to the extent the infringement arises solely from a Platform Component; any Output; modification of the Services or combination with any product, service or data not supplied by Tessium where the claim would not otherwise have arisen; use of the Services in breach of the Agreement; a Beta Feature; or the Customer’s continued use of an allegedly infringing element after Tessium has provided a non-infringing alternative.

22.3 If a claim under clause 22.1 arises or is likely, Tessium may at its option procure the right for the Customer to continue using the affected element, modify or replace it so that it is non-infringing while remaining materially equivalent, or, where neither is reasonably achievable, terminate the affected Services on notice and refund Fees prepaid for the unused period.

22.4 Customer indemnity. The Customer will defend, indemnify and hold harmless Tessium, its Affiliates and their personnel against any third-party claim, demand or action, and against resulting damages, liabilities, fines or penalties to the extent legally indemnifiable, costs and reasonable legal expenses, arising from or relating to: (a) a breach of the Agreement or applicable law by the Customer, a User or anyone using the Customer’s account; (b) Customer Data, prompts, instructions, Customer-Specific Configuration, approval settings or other inputs provided, connected, created or maintained by the Customer or its Users; (c) any Output, communication or content that the Customer or its Users use, send, distribute, publish or rely upon; (d) any action performed through a Connected System under permissions or configuration granted or maintained by the Customer; or (e) the negligence, wilful misconduct or fraud of the Customer or its Users.

22.5 Conditions. An indemnity under this clause 22 is conditional on the indemnified party notifying the indemnifying party promptly of the claim, giving the indemnifying party sole control of the defence and settlement (provided no settlement imposes a non-financial obligation or admission on the indemnified party without its consent), and providing reasonable assistance at the indemnifying party’s cost. The indemnified party may participate in the defence using its own counsel at its own cost.

22.6 The indemnities in this clause 22 are each party’s sole remedy for the matters they cover.

23 Export control, sanctions and anti-bribery

23.1 Each party will comply with applicable export control, trade sanctions and economic sanctions laws. The Customer will not make the Services available to, or use them for the benefit of, any person or in any territory subject to comprehensive sanctions or an applicable prohibition, and confirms that it is not itself such a person.

23.2 The Customer will not use the Services in connection with the development or production of weapons of mass destruction, or for any other purpose prohibited by applicable export control law.

23.3 Each party will comply with applicable anti-bribery, anti-corruption, anti-money-laundering and anti-facilitation-of-tax-evasion laws and, to the extent applicable to its respective business and activities, will maintain reasonable policies and procedures to that end.

24 Publicity and references

24.1 Neither party will use the other party’s name, logo or trade marks, or refer to the other party as a customer or supplier, in any customer list, case study, press release, website, presentation or other marketing material without the other party’s prior written consent. Consent may be given by email by a person with authority to do so and may be withdrawn on reasonable notice for future use.

24.2 Any reference-account, case-study, testimonial or joint-marketing arrangement will be agreed separately in writing.

24.3 Either party may disclose the existence of the Agreement, and Tessium may include the Customer in confidential disclosures to its professional advisers, insurers, investors and prospective acquirers subject to confidentiality obligations.

25 Changes to these Terms

25.1 Tessium may amend these Terms from time to time. Tessium will publish the amended Terms with a revised effective date and version number.

25.2 Where an amendment materially affects the Customer’s rights or obligations, Tessium will give the Customer at least 30 days’ prior notice by email to the Customer’s account or billing contact, or by prominent notice in the Services. Other amendments, including corrections, clarifications and changes required by law, take effect on publication.

25.3 A material amendment takes effect at the start of the Customer’s next renewal term, or on expiry of the notice period where the Customer has no fixed term. Continued use of the Services after a material amendment takes effect constitutes acceptance of it. If the Customer does not accept a material amendment, it may give notice of non-renewal under clause 17.2 or, where it has no fixed term, terminate on written notice before the amendment takes effect.

25.4 An amendment to these Terms does not retrospectively alter the commercial terms agreed in an Order Form for its then-current term.

25.5 Amendments to an Order Form, and any variation of a negotiated master agreement, require the written agreement of both parties.

26 General

26.1 Force majeure. Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay, caused by an event beyond its reasonable control, including an act of God, natural disaster, epidemic, war, terrorism, civil unrest, industrial action not involving its own workforce, government action, failure of a public telecommunications or power network, or a large-scale failure of a cloud infrastructure or Model Provider. The affected party will notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 60 consecutive days, either party may terminate the affected Services on written notice, and Tessium will refund Fees prepaid for Services not provided.

26.2 Assignment. Neither party may assign or transfer the Agreement without the other’s prior written consent, except that either party may assign it in whole to an Affiliate or to a successor in connection with a merger, reorganisation, or sale of all or substantially all of its business or assets to which the Agreement relates, provided the assignee assumes all obligations under the Agreement and is not a direct competitor of the other party in respect of the subject matter of the Agreement. The Customer may withhold consent where an assignment would require it to disclose Customer Data or Confidential Information to a competitor. Tessium may subcontract performance in accordance with clauses 13.3 and 13.4 but remains responsible for the Services.

26.3 Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes all prior discussions, proposals, representations and agreements relating to them. Each party confirms that it has not relied on any statement, representation or assurance not expressly set out in the Agreement. Nothing in this clause limits liability for fraudulent misrepresentation. Any term the Customer purports to include in a purchase order, vendor portal, supplier terms or other document issued by the Customer has no effect and does not form part of the Agreement.

26.4 Severability. If a provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted. The remaining provisions continue in force.

26.5 Waiver. A failure or delay in exercising a right under the Agreement is not a waiver of it. A waiver is effective only if given in writing and applies only to the matter for which it is given.

26.6 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship between the parties. Neither party has authority to bind the other.

26.7 Third-party rights. The Agreement does not create any right enforceable by a person who is not a party to it, except that an Affiliate of the Customer permitted to use the Services under clause 3.2 may enforce clause 9.1 in respect of its own Customer Data. The parties may vary or rescind the Agreement without the consent of any third party.

26.8 Counterparts and electronic signature. An Order Form or amendment may be executed in counterparts and by electronic signature, and notices under the Agreement may be given electronically in accordance with clause 27.

26.9 Cumulative remedies. Except where the Agreement states that a remedy is exclusive, the rights and remedies in the Agreement are cumulative and in addition to those available at law.

26.10 Language. The Agreement is made in English. Where it is translated, the English version prevails.

27 Notices

27.1 A formal notice under the Agreement, including a notice of breach, termination, non-renewal, indemnity claim or dispute, must be in writing and given:

(a) to Tessium, by email to support@tessium.ai, with a copy by post to Lightified, DD-15-134-004 – 007, Level 15, WeWork Hub71, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates; and

(b) to the Customer, by email to the account owner, billing contact or the notice address stated in the Order Form.

27.2 A notice by email is deemed given on the next business day after sending, provided the sender does not receive a delivery-failure message. A notice by post is deemed given three business days after posting within the same country, or seven business days after posting internationally.

27.3 Operational communications, including invoices, maintenance notices, Subprocessor notifications and notices of amendment under clause 25, may be given by email or through the Services.

28 Governing law and disputes

28.1 The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including a non-contractual dispute or claim, is governed by the law of the Abu Dhabi Global Market.

28.2 The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives within 30 days of one party notifying the other of the dispute.

28.3 If the dispute is not resolved within that period, the courts of the Abu Dhabi Global Market have exclusive jurisdiction to settle it. Where the parties agree arbitration in an Order Form or negotiated agreement, that provision applies instead of this clause 28.3.

28.4 Nothing in this clause 28 prevents either party from applying to any court of competent jurisdiction for interim or injunctive relief to protect its Confidential Information or intellectual property rights, or to prevent or restrain unauthorised access to its systems or data.

29 Contact

For questions about these Terms, email support@tessium.ai.

For formal legal notices, email support@tessium.ai.

For privacy or data-protection questions, including a request for the Data Processing Agreement, email support@tessium.ai or see the Privacy Notice.

For security review, to request the Security Overview, or to report a security concern, email support@tessium.ai.

Tessium is a trading name of Lightified, registration number 000003201, registered in the Abu Dhabi Global Market.