1 Definitions and interpretation

1.1 “Symbiant” means Symbiant Ltd, company number 04027419, whose registered office is at 20–22 Wenlock Road, London, N1 7GU.

1.2 “Customer” means the organisation or person identified in the Order, contracting wholly for purposes relating to its business, trade, profession or public functions. The SaaS Services are not offered for personal consumer use.

1.3 “Agreement” means these Terms, the accepted Order, the DPA, any expressly incorporated SLA or statement of work, and any other document expressly incorporated by agreement between the parties.

1.4 “Order” means a written or electronic order, quotation or subscription proposal accepted by the parties, identifying the SaaS Services and applicable commercial terms. A purchase order issued by the Customer does not incorporate the Customer’s terms unless Symbiant expressly accepts them in writing.

1.5 “SaaS Services” or “Services” means Symbiant’s cloud-hosted software platform, associated updates and Documentation, and the support or other services included in the Order. “System” means the software, servers, hosting, infrastructure and connected components used by Symbiant to deliver them.

1.6 “Documentation” means Symbiant’s applicable user guides, help materials and technical documentation. “User” means a person authorised by the Customer to use the Services within the purchased licence. “Attachments” means files uploaded to or attached to records within the Services.

1.7 “Customer Data” means data, content, records, documents, prompts, configurations and other material submitted, uploaded, imported, created, approved, generated or stored in the Services by or for the Customer, including through Users, AI Assisted Features, Customer AI and Customer Integrations. This definition does not transfer ownership of Symbiant’s underlying technology or materials.

1.8 “AI Assisted Features” means functionality supplied by Symbiant as part of the Services using artificial intelligence or machine learning to propose or generate content, insights, summaries, recommendations, records, configurations or actions. “AI Assisted Outputs” means the resulting outputs or proposals. “Build It AI” means the AI Assisted Feature through which proposed content, records, configurations or changes are presented for human confirmation before being added or applied to the Customer’s environment.

1.9 “Customer AI” means an artificial intelligence model, agent, assistant or service independently selected and controlled by the Customer or its Users, excluding providers selected or engaged by Symbiant to deliver the Services. “Customer Integration” means a connection, application, script, automation, API client, model context protocol connection or other integration selected, supplied or controlled by the Customer or its Users.

1.10 “Approving User” means a User who confirms, approves or authorises content or changes proposed through Build It AI. “Data Owner” means a person accountable within the Customer’s organisation for reviewing, maintaining and determining the suitability of particular Customer Data. That designation does not transfer intellectual property rights, alter statutory data-protection roles or release the Customer from its obligations.

1.11 “DPA” means the Symbiant Data Processing Agreement version 1.3 dated 12 October 2026, supplied with or made available before acceptance of the Order, or another version expressly agreed in writing. “Personal Data” and “Data Protection Laws” have the meanings in the DPA.

1.12 “Confidential Information” means information disclosed by or on behalf of a party which is identified as confidential or should reasonably be understood to be confidential, including Customer Data, non-public business information, security information, pricing and proprietary technology.

1.13 “Fees” means charges payable under the Agreement. “Subscription Term” means the rolling or fixed service commitment determined under clause 8. “SLA” means a service level agreement expressly incorporated into the Order. “Business Day” means a day other than Saturday, Sunday or a public holiday in England.

1.14 “Scheduled Downtime” means maintenance or updates, including urgent work reasonably required for security, stability or operational integrity. Symbiant shall give advance notice where reasonably practicable and shall use reasonable efforts to limit disruption. Scheduled Downtime is excluded from the calculation in clause 9 only for the period reasonably attributable to that work.

1.15 References to writing include email and the authorised contact methods in clause 15.6. Days are calendar days unless stated otherwise. Examples introduced by “including” are not exhaustive.

1.16 An expressly agreed bespoke amendment takes precedence only to the extent that it identifies or clearly addresses the provision being varied. Otherwise, in the event of conflict, the DPA prevails on Personal Data processing, the Order prevails on purchased scope and commercial particulars, an expressly incorporated SLA prevails on its service levels, and these Terms prevail over other incorporated general terms. Any EULA applies only if supplied or made available before acceptance and expressly incorporated; its consistent definitions supplement these Terms. Documentation does not override an expressly agreed commercial commitment.

2 Licence and customer accountability

2.1 Subject to payment of the Fees and compliance with the Agreement, Symbiant grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the purchased Services during the Subscription Term solely for the Customer’s internal business purposes.

2.2 Access by contractors or advisers must be for the Customer’s internal business purposes, within the purchased licence and subject to the Customer’s responsibility for their conduct. Affiliates and other organisations receive no independent right of use unless expressly included in the Order. Any permitted assessment, supplier or external-participant access remains subject to the agreed licence scope.

2.3 The Services are management and decision-support tools. The Customer remains responsible for its decisions, actions, interpretations, conclusions, submissions, disclosures, regulatory filings, compliance determinations and outcomes. Symbiant does not undertake the Customer’s regulatory, governance, risk, audit or professional responsibilities.

2.4 The Customer is responsible for all Customer Data introduced by or on its behalf, including manually entered, imported, AI-generated and integration-supplied material. It is responsible for accuracy, completeness, provenance, lawfulness, relevance and suitability; rights and permissions to provide and use the material; and the purposes for which it is used.

2.5 Except where expressly agreed in writing, Symbiant does not investigate, verify, audit, certify or approve Customer Data. Hosting, displaying, formatting, importing or assisting with configuration does not endorse its content or confirm its accuracy, lawfulness, suitability or compliance. The Customer shall review work carried out on its instructions and confirm that the resulting data and configuration meet its intended requirements.

2.6 The Customer shall authorise appropriately competent Users, maintain appropriate access controls, protect credentials, review permissions and promptly notify Symbiant of suspected compromise. Individual credentials must not be shared or used to circumvent licensed quantities. The Customer is responsible for its Users and persons acting on its behalf, subject to Symbiant’s own obligations.

2.7 Actions and approvals submitted within authorised permissions constitute Customer instructions. The Customer shall designate appropriate Data Owners and maintain procedures to correct, update and remove unsuitable data. A Data Owner’s absence, departure or reassignment does not release the Customer from responsibility.

2.8 The Customer shall provide timely information, decisions, access and cooperation reasonably needed to deliver agreed services. Symbiant is not responsible for delay or additional work to the extent caused by missing, inaccurate or late Customer dependencies. Additional work and revised dates shall be addressed through clause 15.5.

2.9 To the extent permitted by law and subject to clause 12, Symbiant is not responsible for losses arising from inaccurate, incomplete, unlawful, unsuitable or unauthorised Customer Data or the Customer’s use of it, except to the extent caused by Symbiant’s breach of its own obligations. Content responsibility does not remove Symbiant’s obligations for operating the Services, confidentiality, security or Personal Data processing.

3 Acceptable use

3.1 The Customer shall comply with applicable law and shall ensure that Users, Customer AI and Customer Integrations do not use the Services to commit unlawful acts; infringe intellectual property or confidentiality rights; access accounts or data without authority; introduce malware; attempt system compromise; interfere with the System; send unsolicited messages or spam; or misrepresent a relationship with Symbiant.

3.2 The Customer shall not distribute unlawful, obscene or threatening material through the Services. Legitimate restricted-access evidence retained for a lawful audit, investigation or compliance purpose is not prohibited solely because it describes inappropriate conduct.

3.3 The Customer shall not resell, sublicense or make the Services available as a service bureau; bypass licence quantities, access controls or technical restrictions; conduct penetration testing or disruptive vulnerability scanning without prior written agreement; or copy, reverse engineer or extract proprietary components except to the extent that a restriction is prohibited by applicable law.

3.4 Automated access and integrations must remain within purchased rights and supported interfaces and must not create unreasonable load or impair security, availability or other customers’ use. Symbiant may reasonably restrict harmful activity, require appropriate controls or agree additional capacity and commercial terms. Automation does not create additional usage rights or permit avoidance of user licensing.

3.5 Symbiant may investigate suspected misuse and take proportionate protective measures under clause 8.8. It has no general obligation to monitor or verify Customer Data. The examples in this clause are illustrative and do not authorise other unlawful or harmful activity.

4 Fees and payment

4.1 Fees are those stated in the Order and are payable in advance for the period invoiced. Unless the Order specifies otherwise, Fees are in pounds sterling and exclude VAT and other applicable taxes, which the Customer shall pay in addition. Invoices are payable by the stated due date or, if no date is stated, before the relevant service period begins.

4.2 Monthly, quarterly, six-monthly, annual or multi-year billing and payment by credit card, standing order or BACS may be agreed. Billing frequency and instalments do not shorten the Subscription Term. Invoices are issued at the start of the Subscription Term or agreed advance instalment period. Any agreed credit period must be stated in the Order.

4.3 Pricing is fixed for twelve months from the agreed service start unless the licence changes or the account defaults. A longer expressly agreed price commitment prevails. Changes in modules, Users, services, quantities or scope may be priced at Symbiant’s rates in effect when the change takes effect, including recalculation of any package discount. Reductions remain subject to clause 8.3.

4.4 After the applicable price commitment, Symbiant may revise Fees prospectively by written notice. For a fixed term, an ordinary price increase takes effect at renewal. Notice shall be given before the applicable non-renewal deadline with a reasonable opportunity to respond; otherwise the increase takes effect at the next renewal for which that opportunity can be provided, unless expressly agreed. Changes requested by the Customer and default measures under clause 4.6 are treated separately.

4.5 Reasonable administration charges may apply to failed payments, additional documentation outside the agreed service or physical visits, using rates stated in the Order or otherwise notified and agreed before the chargeable activity. Symbiant shall not charge additionally for mandatory information or assistance contrary to applicable law or the DPA.

4.6 A late or missed payment places the account in default. Symbiant may exercise clauses 8.7 and 8.8, withdraw discretionary credit or require a more reliable advance-payment method. Where three or more payments are late in any twelve-month period, Symbiant may increase Fees prospectively to reflect reasonably evidenced additional administration or credit risk, on at least thirty days’ written notice explaining the amount and basis. Any increase must be proportionate, must not duplicate amounts recovered for the same cost and remains subject to applicable law and the invoice-dispute procedure. Statutory interest and lawful recovery rights remain available.

4.7 Symbiant may charge statutory late-payment interest, fixed compensation and reasonable additional recovery costs to the extent available under applicable late-payment legislation, without duplicate recovery of the same cost. The Customer’s internal approval, procurement or purchase-order processes do not alter an agreed payment deadline.

4.8 Fees are non-refundable for convenience cancellation, non-use, reduced usage or a change in the Customer’s requirements. This does not override an express credit, refund or termination remedy in the Agreement or a remedy which cannot lawfully be excluded.

4.9 The Customer shall notify Symbiant in writing of an invoice dispute, with reasonable particulars, within thirty days of the invoice date, or promptly after discovering an error which could not reasonably have been identified in that period. The parties shall investigate promptly and correct substantiated errors. Failure to query an invoice promptly may be relevant evidence but does not validate a charge which was not contractually due or exclude a claim which cannot lawfully be excluded.

4.10 The Customer shall pay all undisputed amounts when due. A genuine, particularised dispute concerning one amount does not justify withholding unrelated Fees. Any restriction on withholding or set-off applies only to the extent reasonable and permitted by law.

5 Storage and usage

5.1 There is no limit on the number of standard structured records or the volume of standard structured data held within those records. This does not promise unlimited processing capacity, unrestricted automated throughput or permission to store files as structured data to circumvent Attachment allowances.

5.2 The standard Attachment allowance is 1 GB per licensed module unless another allowance is expressly agreed in the Order. Documentation may explain measurement and administration but shall not reduce an agreed allowance. Allowances are pooled only where the Order or applicable service specification expressly provides for pooling.

5.3 Symbiant may measure Attachment usage and notify the Customer of an excess. The Customer shall, within a reasonable period stated in the notice, reduce usage, purchase additional storage at agreed rates or agree alternative terms. Symbiant shall not impose an undisclosed retrospective overage charge.

5.4 Symbiant may take proportionate measures under clause 8.8 where usage threatens the System. A restriction on harmful activity does not introduce a numerical cap on ordinary structured records under clause 5.1. Material additional capacity or specialist processing requirements may be separately scoped and priced.

6 Artificial intelligence and human approval

6.1 AI Assisted Features provide informational, analytical, configuration or administrative assistance. AI Assisted Outputs do not constitute legal, financial, regulatory or other professional advice, and must not be treated as such. Symbiant does not guarantee a business outcome, compliance determination or professional conclusion from their use.

6.2 AI Assisted Outputs may be inaccurate, incomplete, outdated, biased or unsuitable. The Customer shall review and validate outputs before applying or relying on them, including proposed records, settings, calculations, scoring, permissions, workflows and automated behaviour. The Customer shall obtain appropriate professional advice where needed.

6.3 The Customer shall maintain meaningful human oversight. Review, approval or validation by the Customer, a User or an independent adviser does not constitute a warranty by Symbiant or transfer responsibility for the Customer’s assessments, decisions or use to Symbiant. Subject to clause 12, Symbiant shall not be liable for fines, penalties, losses or adverse outcomes to the extent arising from reliance on inaccurate, incomplete or unsuitable outputs or from Customer decisions, actions or omissions based on them, whether or not review or approval occurred, except to the extent caused by Symbiant’s breach of its own obligations.

6.4 Build It AI shall present proposed additions or changes for human confirmation before applying them to the Customer’s environment. The Customer shall ensure that an appropriately authorised and competent human Approving User examines each proposal, its intended operation and foreseeable effects before confirming that it may be added or applied. The Customer must not bypass that approval requirement or treat an automated approval as human review.

6.5 By approving a Build It AI proposal, the Approving User confirms on the Customer’s behalf that it has been reviewed and is authorised for the intended use. The Customer adopts the approved content or changes as Customer Data and its own instructions. The Approving User becomes its accountable Data Owner unless the Customer expressly designates another Data Owner. The Customer remains contractually responsible, including for ongoing verification and any subsequent use or amendment. This does not confer personal ownership of the Customer’s data or Symbiant’s technology on the Approving User.

6.6 The Customer is responsible for prompts, files, data and other AI inputs and shall hold the necessary rights, permissions and lawful basis. Inputs must not infringe intellectual property, breach confidentiality or include data prohibited by the DPA or law. Approval of AI-generated material does not establish that third-party rights have been cleared.

6.7 Subject to express obligations in the Agreement and clause 12, Symbiant gives no warranty of the accuracy, reliability, completeness, originality, exclusivity or suitability of AI Assisted Outputs. AI-related liability is governed by the same exclusions and aggregate cap as the other Services; no separate or additional cap is created.

6.8 Symbiant shall not use or authorise the use of Customer Data to train, fine-tune or improve Symbiant or third-party AI or machine-learning models. Symbiant shall select contractual arrangements and configurations for its AI suppliers which prohibit such training and shall not knowingly permit it. Customer Data shall not be disclosed to other customers or used to produce outputs for them.

6.9 Symbiant-provided AI shall process Customer Data to supply, operate and secure the Customer’s enabled features, in accordance with the Agreement and DPA. Customer-specific influence remains confined to that Customer’s use. Processing, operational logs and permitted retention are governed by the DPA and applicable supplier arrangements; this clause does not promise that every operational record is transient or immediately deleted. Nothing authorises generalised AI training, model improvement or unrelated third-party development.

6.10 The Customer is responsible for independently selected Customer AI and Customer Integrations, including provider selection, contracting, security assessment, instructions, permissions, credentials, oversight and use. This includes responsibility for data creation, amendment, deletion, disclosure or transmission, and actions or decisions carried out through them.

6.11 Symbiant does not supervise, verify, validate or approve Customer AI outputs or actions merely because they interact with the Services. Connection facilities do not constitute endorsement. The Customer shall establish appropriate approval and access controls, limit data disclosure, assess provider retention and training terms, establish lawful processing and transfer arrangements, and promptly revoke unnecessary or compromised access. Symbiant’s no-training commitment does not warrant the independent practices of a provider selected and controlled by the Customer.

6.12 Requests submitted by Customer AI or Customer Integrations using credentials and permissions provided by the Customer constitute Customer instructions within those permissions. This does not authorise access beyond them or excuse a failure by Symbiant to enforce controls it is obliged to maintain. Human approval requirements applicable to Build It AI must not be assumed to apply to independent integrations; the Customer is responsible for establishing the controls needed for its own AI and integrations.

6.13 To the extent permitted by law and subject to clause 12, Symbiant is not liable for outputs, decisions, acts, omissions, failures or data-processing practices of Customer AI or Customer Integrations, or their consequences, except to the extent caused by Symbiant’s breach of its own obligations. Symbiant remains responsible for Symbiant-controlled components and its obligations under the DPA. Providers selected or engaged by Symbiant to deliver the Services are not reclassified as Customer providers by this clause.

7 Data protection security and backups

7.1 Customer Data is Confidential Information. The DPA forms part of the Agreement where Symbiant processes Personal Data for the Customer. The Customer ordinarily acts as controller and Symbiant as processor for that processing. Where the Customer itself acts for another controller, the parties shall document any necessary processor and sub-processor arrangements. Each party remains responsible for processing for which it independently acts as controller.

7.2 The Customer determines what data to introduce and the purposes of its use and is responsible for lawful instructions, transparency, permissions, accuracy and retention decisions within its control. The content and approval allocations in clauses 2 and 6 do not displace mandatory data-protection obligations.

7.3 Symbiant shall maintain appropriate technical and organisational safeguards as required by applicable Data Protection Laws and the DPA. The DPA governs instructions, security, sub-processors, transfers, assistance, breach notification, assurance and Personal Data return and deletion. No provision of these Terms authorises a reduction below those obligations.

7.4 Customer Data is backed up in accordance with Symbiant’s standard documented procedures and any expressly agreed recovery commitments. Unless stated in the Order or SLA, no particular recovery point, recovery time or continuous backup is promised. The Customer shall use available exports and maintain external copies where its own business requirements call for them.

7.5 Where restoration is required solely because of Symbiant’s negligence, Symbiant’s contractual restoration undertaking is limited to reasonable efforts to restore from the most recent available usable backup. Any separate claim remains subject to clause 12. Symbiant does not promise to recreate information not contained in that backup. Customer-caused restoration or reconstruction assistance may be separately agreed and charged.

7.6 The Customer must not provide special-category Personal Data or data concerning criminal convictions or offences without Symbiant’s prior written approval. Approval does not relieve the Customer of establishing the necessary lawful basis, additional conditions, safeguards and authority.

8 Subscription renewal suspension and termination

8.1 The Agreement begins when the Order is accepted or when an authorised Customer representative first accesses the Services after these Terms have been supplied or made available and accepted, whichever occurs first. Chargeable service commencement is the date agreed in the Order. Any expressly agreed evaluation is limited to its stated scope and period and does not itself authorise production use or create an unstated paid fixed term.

8.2 Unless otherwise specified in the Order, the Subscription Term is a rolling thirty-day period. An annual or other fixed period agreed in the Order is a commitment for that full period and automatically renews for successive periods of the same duration unless valid notice is received under clause 8.3. Selection and payment of an agreed fixed-period subscription evidence acceptance of that commitment. Billing or instalment frequency does not shorten it.

8.3 The Customer may terminate for convenience, or cancel or reduce modules, Users, Services or other subscribed items, only by written notice received by Symbiant at least thirty days before the end of the applicable Subscription Term. The six-month requirement in clause 8.4 applies where triggered. The change takes effect only at the earliest Subscription Term end satisfying both the required notice and any applicable minimum commitment.

8.4 In consideration of Symbiant undertaking, at the Customer’s request and without separate charge, customisation, configuration, development or enhancement work, the minimum notice for termination and for cancellation or reduction of subscribed items becomes six months. Symbiant shall identify this consequence in writing before commencing the work. It does not arise merely from routine fault correction, security maintenance or delivery of an existing express paid obligation. Work under Premium Support triggers this extension only if it is additional work without separate charge and the extension is expressly recorded before it begins. An existing valid notice is not withdrawn or extended without the Customer’s express agreement.

8.5 If notice is received after the applicable deadline, the subscription renews for a further full Subscription Term at the existing quantities, subject to separately agreed changes. All Fees for that renewed term are payable under the agreed payment arrangements. The notice remains effective for the earliest later term end satisfying the notice and minimum commitment requirements; no repeat notice is required. For example, for an annual term ending on 31 December with thirty days’ notice, notice received on 30 November prevents renewal, but notice received on 3 December does not: the full following annual term renews and becomes payable.

8.6 Notice, reduced use or cessation of use does not cancel or reduce Fees for the current term or any term renewed before notice takes effect. No convenience cancellation produces a refund or credit. Fees remain payable in full throughout the commitment and notice period. Changes taking effect after valid notice are repriced using Symbiant’s then-current structure and rates, including any loss of package or volume discounts.

8.7 Symbiant may terminate immediately by written notice for an irremediable material breach, serious AUP violation, unlawful use, or a material legal, regulatory or security risk requiring cessation. For a remediable material breach, Symbiant may terminate if the Customer does not remedy it within fourteen days of notice identifying the breach. For overdue undisputed Fees, Symbiant may terminate if payment is not made within seven days of a written demand. Immediate protective suspension remains available under clause 8.8. Mandatory legal restrictions, including applicable insolvency supply protections, prevail.

8.8 Symbiant may immediately suspend or restrict access for overdue payment, misuse, security risk, legal obligation or where reasonably necessary to protect integrity, capacity or operational stability. It shall use proportionate measures, give notice and reasons where lawful and practicable, and restore access when the relevant grounds have been resolved and applicable due amounts paid. Fees continue during suspension attributable to the Customer. Suspension does not justify withholding Personal Data return or deletion contrary to the DPA.

8.9 The Customer may terminate the affected Services by written notice for Symbiant’s material breach which is not remedied within thirty days after a sufficiently detailed written notice, or immediately if the material breach cannot be remedied. For valid termination under this clause, Symbiant shall refund prepaid subscription Fees attributable to the unused period after termination of the affected Services; this is subject to clause 12 and does not create a refund for convenience cancellation. Specific DPA termination rights remain effective.

8.10 On termination, ordinary access and usage rights cease, subject to limited export access under clause 8.11. Accrued Fees and rights survive. If Symbiant terminates for Customer breach, it may recover accrued amounts and any legally recoverable loss arising from the unperformed commitment, subject to applicable law, mitigation where required and no double recovery. Nothing imposes an unenforceable penalty or creates a general right to recover both full future performance charges and compensation for the same loss.

8.11 On termination or expiry, the Customer shall have a thirty-day period to export Customer Data using available self-service facilities, subject to reasonable identity verification and security controls. Normal operational access ceases, but Symbiant shall provide the limited access or means reasonably needed for that export. The Customer shall select, carry out and check its exports. Symbiant shall give the assistance required by the DPA and law; separately scoped migration, transformation or additional assistance may be charged where lawful.

8.12 At the Customer’s choice, Personal Data shall be returned or deleted as required by the DPA. Unless a different lawful instruction is received during the export period, Customer Data shall be deleted from active production systems within thirty days after that period ends. Symbiant-controlled backups may retain Personal Data for up to thirty days after active deletion, protected and beyond ordinary use in accordance with the DPA. Legally required retention and limited supplier operational records remain governed by the DPA and applicable law. Symbiant shall confirm active-system deletion on reasonable request.

8.13 Outstanding Fees remain recoverable notwithstanding export, return or deletion, but payment is not a precondition to mandatory Personal Data return or deletion. Symbiant may retain proportionate billing records and evidence for lawful compliance or legal claims on an appropriate lawful basis. This does not authorise retaining the entire Customer database solely as leverage for payment or using retained data for unrelated purposes.

9 Service availability and credits

9.1 Symbiant targets 99.96% monthly uptime. An expressly agreed SLA prevails over this clause to the extent of inconsistency. Availability is measured for the Customer’s production service using Symbiant’s monitoring and reasonably substantiated Customer evidence. An outage is a period when the service as a whole is unavailable to authorised Users, rather than an isolated feature defect or a User-specific connection problem.

9.2 Monthly uptime is calculated as the eligible minutes in the calendar month less eligible outage minutes, divided by eligible minutes, multiplied by 100. Eligible minutes exclude Scheduled Downtime and the periods attributable to the exclusions in clause 9.3. If no eligible minutes exist, no percentage or credit is calculated for that month.

9.3 Exclusions are Customer or User acts or omissions; Customer AI or Customer Integrations; Customer equipment, networks or internet access; authorised suspension caused by the Customer or required by law; and events beyond Symbiant’s reasonable control meeting clause 15.1. An exclusion applies only to the extent it caused the unavailability and not to the extent caused by Symbiant’s breach of its own obligations. Failure of a Symbiant-appointed supplier is not automatically excluded irrespective of cause.

9.4 Where monthly uptime is 99% or lower but above 98%, the Customer may claim one day’s service credit. Where it is 98% or lower, the Customer may claim three days’ service credit. Above 99%, no monetary credit arises under this standard schedule, although the target in clause 9.1 continues to apply. Only the highest applicable band applies for the month; credits are not cumulative.

9.5 A day’s service credit equals one thirtieth of the monthly recurring subscription Fees for the affected Services. Annual or multi-year recurring subscription Fees are apportioned evenly to derive the monthly amount. Credits exclude taxes, implementation, separately charged development, third-party charges and unrelated Services.

9.6 The Customer shall notify Symbiant of a credit claim within thirty days after the affected month, identifying the outage and supporting information. Symbiant shall assess it reasonably. Approved credits apply to future invoices only, are not cash-refundable and do not excuse payment of undisputed Fees. Credits do not exceed the three-day maximum for a month unless an SLA expressly provides otherwise.

9.7 Subject to clause 12.1 and applicable law, these credits are the Customer’s sole and exclusive financial remedy for failure to meet the uptime target. They do not exclude a separately established claim for breach of a distinct confidentiality, data-protection or other obligation, or the termination right in clause 8.9. No loss may be recovered twice.

10 Support and Premium Support

10.1 Standard support is included and provides assistance with the operation of the Services and investigation of reported faults through Symbiant’s designated support channels during its published support hours, unless another arrangement is agreed. Response and resolution commitments apply only where expressly agreed. Standard support is included in the subscription price and is not a separate undertaking to supply unlimited development or training.

10.2 Where Premium Support is included, it provides enhanced support and unlimited requests for configuration work within the supported capabilities and scope of the licensed Services, subject to fair use, reasonable scheduling and the provisions below. It is a permanent and inseparable part of that licence, has an initial minimum commitment of twelve months from its commencement, and may be cancelled only on full termination of the Agreement. It cannot be removed by reducing quantities or cancelling other subscribed items.

10.3 During that initial twelve-month minimum, the Customer may not terminate the linked licence for convenience. Termination for convenience thereafter must satisfy clause 8, including the applicable term end and notice period. Express termination rights for breach, mandatory law and the DPA are unaffected. The Order may expressly specify a different minimum commitment.

10.4 Unlimited configuration does not mean unlimited concurrent work, staffing, immediate completion or delivery of every requested technical outcome. Work is prioritised and scheduled reasonably in light of complexity, capacity, dependencies and other customers’ access to support. Fair use is assessed against the licensed deployment and genuine operational requirements. Symbiant shall explain any material concern and discuss reasonable sequencing or a separate commercial arrangement.

10.5 Unless expressly agreed, included configuration does not cover new platform source-code development, third-party products or charges, extensive data cleansing or migration, dedicated project teams, on-site work, formal training programmes or work outside the licensed scope. Symbiant shall identify material exclusions before starting chargeable work. This does not remove an obligation to deliver an item already expressly included in the Order.

10.6 Standard and Premium Support assist the Customer’s use of the Services for genuine business requirements. They do not guarantee fitness for every present or future operational, legal or regulatory requirement. Configuration, report development, workflow design, module configuration, enhancement and training assistance are undertaken on the understanding that the Customer reasonably intends to implement and use them within the Services.

10.7 Included support does not fund speculative projects, procurement evaluations, proofs of concept, competitive benchmarking or work requested solely for investigation, demonstration or assessment, unless Symbiant expressly agrees in writing. Symbiant may require a separate Order, statement of work, development agreement or licence commitment for future deployments, organisational rollouts, additional Users or modules, significant usage increases or other material expansion.

10.8 Symbiant may require confirmation of the commercial assumptions and additional licensing on which requested work depends before commencing. Customer approval, testing and adoption responsibilities remain governed by clauses 2 and 6. Separately purchased development and chargeable engagements are governed by their agreed scope, deliverables and change procedures rather than the included-support restrictions in clauses 10.6 and 10.7.

11 Warranties

11.1 Each party warrants that it has authority to enter into and perform the Agreement. The Customer warrants that its contracting representative and persons issuing instructions have the necessary authority and that it has the rights and lawful permissions needed for Customer Data and its use of the Services.

11.2 Symbiant shall provide the Services with reasonable care and skill and materially in accordance with the expressly agreed service scope. It shall use reasonable efforts to investigate and correct a reproducible material non-conformity notified with sufficient information. Service availability and Personal Data obligations are addressed in clauses 7 and 9 and the DPA.

11.3 Except for express commitments in the Agreement and obligations which cannot lawfully be excluded, Symbiant excludes other warranties, conditions and terms implied by statute or otherwise to the extent permitted by law. It does not warrant uninterrupted or error-free operation; universal compatibility; that all defects can be corrected immediately; accuracy of Customer Data or AI Assisted Outputs; or achievement of a particular business, regulatory or compliance outcome. The Customer shall assess suitability against its requirements before purchasing and approving configuration.

12 Liability and customer indemnity

12.1 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited. Nothing limits mandatory rights of regulators or data subjects.

12.2 Subject to clause 12.1, Symbiant is not liable for indirect or consequential loss. Subject to the same qualification, Symbiant excludes loss of profit, revenue, anticipated savings, business opportunity or goodwill, whether direct or indirect. Responsibility for Customer Data, decisions, AI and Customer providers is further allocated by clauses 2 and 6, always subject to Symbiant’s own express and mandatory obligations.

12.3 Symbiant is not responsible for recreating Customer Data beyond its restoration undertaking in clause 7.5, except to the extent that a further obligation or remedy cannot lawfully be excluded. Any recoverable data-loss, recovery, confidentiality or Personal Data claim is subject to the financial cap below unless clause 12.1 requires otherwise. No provision releases Symbiant from performing the DPA.

12.4 Subject to clause 12.1, Symbiant’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the total Fees actually paid by the Customer under the Agreement in the twelve months preceding the Customer’s first written claim. This is one aggregate cap across all claims and all incorporated documents, including the DPA, and applies whether liability arises in contract, tort including negligence, misrepresentation, breach of statutory duty or otherwise. Related claims and claims brought later do not create a new cap or reset the reference period. The same formula applies to claims notified after termination.

12.5 Service credits and damages paid for the same loss shall be taken into account to prevent double recovery. The exclusions and cap do not limit the Customer’s payment obligations. Neither party is entitled to recover a loss to the extent caused by its own breach or failure to take reasonable mitigating steps where required by law.

12.6 The Customer shall indemnify Symbiant against damages and reasonable defence costs awarded by a court, or agreed in a settlement approved by the Customer, arising from a third-party claim that Customer-supplied content infringes intellectual property rights or breaches confidentiality, or from the Customer’s unlawful use of the Services. It does not cover loss to the extent caused by Symbiant’s breach, unauthorised use or independent alteration of the content, and does not make the Customer responsible for Symbiant’s underlying technology merely because it is used in the Services.

12.7 Symbiant shall promptly notify the Customer of an indemnified claim, provide reasonable cooperation at the Customer’s expense and permit the Customer to control the defence using competent advisers. The Customer must not admit fault on Symbiant’s behalf, impose non-monetary obligations or settle without an unconditional release of Symbiant unless Symbiant agrees. Symbiant may participate at its own cost. Failure to notify reduces the indemnity only to the extent that the defence is materially prejudiced. This indemnity does not require payment of a fine or other amount where indemnification is prohibited by law.

13 Intellectual property

13.1 Symbiant and its licensors retain all intellectual property rights in the Services, System, Documentation, software, reusable methods, templates, configurations, reports, enhancements and know-how supplied or developed by Symbiant. The Customer receives only the expressly granted usage rights. Payment for configuration or development does not transfer ownership unless a separate written agreement expressly provides otherwise.

13.2 The Customer and its licensors retain their existing rights in Customer Data. The Customer grants Symbiant and its authorised suppliers the limited rights reasonably necessary to host, process, transmit, back up and otherwise handle that data to perform the Agreement, comply with lawful instructions and meet legal obligations, subject to confidentiality and the DPA. No right is granted to train AI models or disclose Customer Data to other customers.

13.3 Customer-specific information remains protected even where incorporated into a configuration or report. Symbiant may reuse generic ideas, methods and know-how which do not disclose Customer Confidential Information or infringe the Customer’s rights. AI Assisted Outputs may not be unique, and intellectual property protection or exclusivity is not guaranteed. To the extent Symbiant holds transferable rights in outputs comprising the Customer’s own content, it permits the Customer to use them for its business, subject to underlying technology and third-party rights.

13.4 A Data Owner designation records accountability and does not assign ownership to an employee, make that person a contracting party, or alter the allocation above. Separately purchased deliverables, source code, third-party components and any wider rights must be addressed expressly in the applicable development agreement or Order.

14 Confidentiality

14.1 Each party shall protect the other’s Confidential Information with reasonable care, use it only to perform or exercise rights under the Agreement and disclose it only as permitted below. Customer Data remains subject to these obligations and the DPA.

14.2 Information is not confidential to the extent the receiving party can demonstrate that it is public other than through breach, was lawfully known without restriction, was independently developed without use of the information, or was lawfully received without confidentiality restrictions from another source.

14.3 Disclosure is permitted to personnel, professional advisers and authorised suppliers who need to know and are bound by appropriate confidentiality duties. The receiving party remains responsible for disclosures within its control. Legal or regulatory disclosure is permitted to the necessary extent, with advance notice where lawful and reasonably practicable.

14.4 On termination, Confidential Information shall be returned or securely deleted where reasonably requested, subject to the DPA, legally required retention and protected records reasonably necessary for lawful claims or compliance. Confidentiality continues for as long as the information remains confidential. This clause does not create an independent right to retain Customer Personal Data contrary to the DPA.

15 General operational provisions and notices

15.1 Neither party is liable for failure or delay to the extent caused by events beyond its reasonable control which it could not reasonably prevent or overcome, including utility or telecommunications failure, governmental action, natural disaster, qualifying cyber incidents or supplier failure. The affected party shall notify the other where practicable, mitigate the effects and resume performance as soon as reasonably possible. An incident is not excused merely because it is a cyber incident or involves a supplier. The provision does not excuse accrued payment obligations or mandatory data-protection duties. No automatic convenience cancellation or refund arises solely because a qualifying event occurs; express termination rights and mandatory law remain effective.

15.2 The Services may depend on third-party infrastructure. Symbiant is not responsible for independent Customer-selected services or events genuinely outside its reasonable control, subject to clauses 6, 7, 9 and 15.1. Symbiant remains responsible for its own supplier selection, contractual obligations and sub-processors to the extent required by the Agreement and DPA. No direct access to third-party premises or systems is promised beyond expressly agreed rights and applicable law.

15.3 Symbiant may update or modify the Services provided that overall agreed functionality is not materially reduced. It shall give reasonable notice of material deprecation affecting an agreed integration where practicable. Expressly agreed functionality and change-control obligations remain effective. A material change to the contractual terms must follow clause 22.

15.4 The Customer may not assign or transfer its rights or obligations without Symbiant’s prior written consent, not to be unreasonably withheld. Symbiant may subcontract performance while remaining responsible for its contractual obligations. It may assign or transfer the Agreement to an affiliate or successor to the relevant business on written notice, provided that Customer rights and safeguards are not materially reduced and any legally required consent is obtained. Personal Data arrangements remain subject to the DPA.

15.5 Changes to purchased scope, bespoke development, migration, deliverables, acceptance criteria, dependencies, charges or delivery dates shall be recorded in an agreed Order, statement of work or written change request before chargeable additional work begins. An informal request does not require Symbiant to supply additional services without charge. No silence-based acceptance procedure applies unless expressly agreed for that work.

15.6 Customer notices must be sent to Symbiant’s designated accounts or contractual notice email address, submitted through Symbiant’s authorised online contact-us page, or delivered to the notice details expressly stated in the Order or bespoke agreement. Symbiant may send notices to the Customer’s nominated contractual contact or, failing one, its current account or billing contact. Each party shall keep its details current.

15.7 An email notice is received when delivered to the designated mailbox without a rejection or delivery-failure notification; an automated acknowledgement is evidence of receipt but is not acceptance of a requested contractual change. An online notice is received when successfully submitted, as evidenced by a confirmation or service record. A hand-delivered or postal notice is received on actual delivery. Notice deadlines are measured by receipt, in UK local time; the sender should retain evidence. A notice received on a non-Business Day is not postponed solely for that reason.

15.8 Provisions concerning accrued Fees, data return and deletion, intellectual property, confidentiality, liability, indemnities and disputes survive to the extent needed to give them effect. The parties are independent contractors; no agency, partnership or employment relationship is created.

16 Marketing rights

16.1 Unless the Customer opts out in writing, Symbiant may accurately identify it as a customer and display its name or logo for that purpose. This does not permit an unapproved testimonial, disclosure of confidential project details or an implication of endorsement beyond customer status.

16.2 Symbiant shall follow reasonable brand guidelines supplied in advance and stop new use after an opt-out, removing the Customer’s identity from materials under its control within a reasonable period. Previously distributed material need not be recalled. Express confidentiality or publicity restrictions agreed in the Order prevail.

17 Governing law and jurisdiction

17.1 The Agreement and non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising out of or in connection with it, subject to mandatory applicable law.

17.2 The parties shall first seek to resolve a dispute through their nominated commercial contacts and, if needed, senior representatives. This does not prevent urgent protective proceedings, debt recovery or action needed to preserve a legal right or limitation period.

18 Entire agreement

18.1 The Agreement constitutes the entire agreement on its subject matter and supersedes previous proposals, discussions and agreements concerning that subject matter, except expressly preserved terms. It does not extinguish accrued rights under a previous agreement unless expressly agreed.

18.2 Each party acknowledges that it has not relied on a statement or promise not recorded in the Agreement. Subject to clause 12.1 and to the extent reasonable and permitted by law, its remedies concerning statements incorporated into the Agreement are contractual. Nothing excludes or restricts liability or a remedy for fraud or fraudulent misrepresentation or another matter which cannot lawfully be excluded.

18.3 Customer purchase-order terms, portal conditions and standard procurement documents do not amend the Agreement merely because Symbiant receives or references them, processes an invoice or continues providing the Services. A departure requires express written agreement by an authorised Symbiant representative, subject to clause 22.

19 Severability

19.1 If a provision or part of it is invalid, unlawful or unenforceable, it shall be treated as deleted only to the necessary extent, without affecting the remaining Agreement. The parties shall seek a lawful replacement reflecting its legitimate commercial purpose. This does not require a court to rewrite a provision or preserve an exclusion which applicable law treats as ineffective in full.

20 Third party rights

20.1 Except for rights which cannot lawfully be excluded, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement. Statutory rights of data subjects and regulators are unaffected. The parties may vary or terminate the Agreement without consent from a non-party.

21 Waiver

21.1 Failure or delay to exercise a right is not a waiver. A waiver must be express and applies only to the circumstances stated. Partial exercise does not prevent further exercise, and a concession on one occasion does not create an ongoing obligation or amend the subscription commitment.

22 Variations and version control

22.1 An agreed bespoke amendment must be recorded in writing by authorised representatives. Symbiant may update these Terms prospectively under this clause, retaining an identifiable dated version and giving written notice describing material changes and their effective date. Publication alone does not retrospectively alter accrued rights or an existing fixed commitment.

22.2 Material changes affecting Fees, liability, subscription commitments or other substantive rights ordinarily take effect at renewal, with notice before the applicable non-renewal deadline and a reasonable opportunity to respond. If that opportunity cannot be given, the existing terms continue for the next term unless the change is expressly agreed. A mandatory legal change may take effect when legally required, with as much notice as reasonably practicable.

22.3 Non-material administrative clarifications and changes reasonably necessary to maintain legal compliance or security may take effect on reasonable written notice, provided they do not materially reduce the Customer’s agreed rights. Service updates remain subject to clause 15.3; price changes remain subject to clause 4; and DPA amendments must comply with applicable law and the agreed DPA.

22.4 Continued use after a validly notified effective date evidences acceptance only where the change has been introduced in accordance with this clause. It does not cure failure to give required notice or override a bespoke agreement, mandatory law or the need for express consent where required.