Terms & Conditions

1.1 These Terms and Conditions ("Terms") govern your access to and use of the HyperionWave and UnaGo websites, the UnaGo platform, HyperionWave's APIs, AI tools and any related services (collectively, the "Services").

1.2 By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Services.

1.3 If you are using the Services on behalf of a company or organisation ("Organisation"), you represent and warrant that:

• (a) you have authority to bind that Organisation to these Terms;
• (b) you have read and understood these Terms; and
• (c) you agree to these Terms on behalf of that Organisation.

1.4 You must be at least 18 years old to use the Services. If you are under 18, you may not access or use the Services under any circumstances.

1.5 These Terms are intended for business customers only. The Services are provided solely for business and commercial purposes. If you are a consumer (as defined under the Consumer Rights Act 2015), different rights may apply to you and some of the limitations and disclaimers in these Terms may not apply to the full extent stated. Nothing in these Terms affects any statutory rights you may have that cannot be excluded or limited by law.

In these Terms, the following words and phrases have the meanings set out below:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party, where "control" means ownership of more than 50% of voting securities or equivalent ownership interest.
• "Authorised User" means any individual to whom you have granted access to use the Services under your account.
• "Beta Features" means features, functionality or services designated by us as "beta", "experimental", "preview", "early access" or similar designation.
• "Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be considered confidential given the nature of the information and circumstances of disclosure.
• "Connector" means our integration, workflow, agent, adapter, plugin, API call or technical interface that enables you to connect the Services to Third-Party Services.
• "Contract Plan" means a Paid Plan governed by an Order Form with monthly invoicing (and, if applicable, committed fees, minimum spend, or included usage).
• "Custom Agent" means any agent, orchestration workflow, automation sequence, prompt configuration, decision logic or multi-agent architecture created by you or your Authorised Users within or on top of the Services, incorporating your internal operational logic, business processes or proprietary know-how.
• "Customer Data" means all data, information, files, content and materials that you or your Authorised Users submit, upload, transmit or otherwise provide to or through the Services.
• "Documentation" means our user guides, manuals and technical documentation for the Services, as updated from time to time.
• "Effective Date" means the date you first access or use the Services or accept these Terms, whichever is earlier.
• "Free Tier" means a plan that provides limited access to the Services with an allocation of free Tokens, subject to these Terms.
• "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, cyberattacks, pandemic, labour disputes or governmental actions.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, database rights, design rights and other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Invoice" means a VAT invoice (or equivalent) issued by us for fees due under a Paid Plan or Order Form.
• "Order Form" means an order form, statement of work, subscription agreement, or similar document executed by the parties (or accepted in-product) that sets out plan details, fees, invoicing, and the Subscription Term.
• "Paid Plan" means any paid subscription plan, token package, usage-based plan, or contract plan.
• "Personal Data" has the meaning given in the UK GDPR and Data Protection Act 2018.
• "Platform" means the UnaGo platform, HyperionWave's cloud-based AI software platform accessible via our websites or APIs.
• "Platform Layer" means the underlying platform software, AI models, APIs, standard features and generic capabilities owned and operated by HyperionWave, excluding any Custom Agents or Customer Data.
• "Platform Templates" means generic, non-client-specific agent templates created solely by HyperionWave using Platform Layer capabilities and made available to users generally.
• "Services" means the UnaGo platform, APIs, AI tools, Documentation and any related services provided by HyperionWave.
• "Subscription Term" means the period for which you have subscribed to the Services, as specified in your account or order confirmation.
• "Third-Party Provider" means any third party that offers products, services, software, AI models, APIs, applications, integrations or content that the Services may connect to or make available.
• "Third-Party Services" means products, services, AI models, APIs, applications, integrations or content provided by a Third-Party Provider (including where accessed via the Platform).
• "Token(s)" means the metered unit(s) we use to measure usage/consumption of certain features of the Services (including AI processing). Token quantities, inclusions and rates are described in your account dashboard, order confirmation, or applicable Order Form.
• "Token Balance" means the number of Tokens available for use under your Free Tier, Paid Plan, or purchased Token Packages.
• "Token Package" means a paid bundle of Tokens purchased in advance (one-off or recurring), as shown in the Platform or Order Form.
• "Usage Charges" means fees calculated based on actual usage (including Tokens consumed), as set out in the Platform or Order Form.

3.1 Account Registration and Security

• (a) You must create an account to access the Services.
• (b) You are responsible for maintaining the confidentiality and security of your login credentials.
• (c) You are fully responsible for all activities that occur under your account, whether authorised by you or not.
• (d) You must notify us immediately at security@hyperionwave.com of any unauthorised access or security breach.
• (e) You must ensure that all information provided during registration and at all times thereafter is accurate, complete and up to date.
• (f) We reserve the right to disable your account if you violate these Terms or provide false, inaccurate or misleading information during registration or at any time thereafter.

3.2 Licence Grant

Subject to your compliance with these Terms, any applicable usage limits and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during the Subscription Term solely for your internal business purposes. We may revoke this licence only in accordance with the suspension and termination provisions in clause 18.

3.3 Authorised Users

• (a) You may permit Authorised Users to access and use the Services under your account.
• (b) You are responsible for all acts and omissions of your Authorised Users as if they were your own acts and omissions.
• (c) You must ensure that all Authorised Users comply with these Terms.

3.4 Restrictions on Use

You shall not, and shall not permit any Authorised User or third party to:

• (a) use the Services for any purpose other than as expressly permitted by these Terms;
• (b) copy, modify, translate or create derivative works of the Services;
• (c) reverse engineer, decompile, disassemble or attempt to derive the source code of the Services;
• (d) rent, lease, sell, sublicence, transfer or distribute the Services to any third party;
• (e) remove, alter or obscure any proprietary notices or labels on the Services;
• (f) use the Services to develop a competing product or service;
• (g) use any automated means (including bots, scrapers or spiders) to access the Services except through our official APIs;
• (h) attempt to gain unauthorised access to any portion of the Services or related systems or networks;
• (i) interfere with or disrupt the integrity, performance or availability of the Services;
• (j) use the Services in any manner that violates applicable laws or regulations;
• (k) use false information, multiple accounts, or automated tools to circumvent usage rules, exploit system vulnerabilities, or gain advantages not intended under your plan; or
• (l) impersonate any person or entity, including any employee or representative of HyperionWave.

3.5 Authorisation to Connect to Third-Party Services

• (a) You may choose to connect your accounts with Third-Party Providers to the Services. You are solely responsible for ensuring you are authorised to do so and for maintaining any required licences, subscriptions or permissions.
• (b) You authorise us to act on your behalf solely as a technical intermediary to: (i) send requests to Third-Party Services; (ii) receive responses from Third-Party Services; and (iii) present or process those responses within the Services as directed by you.
• (c) We do not monitor, verify, or validate Third-Party Services' outputs for legal compliance, IP infringement or regulatory suitability.

4.1 Service Description

We provide access to cloud-based artificial intelligence software, APIs and tools designed to assist with business automation, data analytics, workflow enhancement and related business functions.

4.2 Service Modifications

• (a) We may update, modify, enhance or discontinue any aspect of the Services from time to time.
• (b) We will provide reasonable notice of material changes that substantially reduce functionality, except where changes are necessary for security, legal compliance or system stability.
• (c) Continued use of the Services after any modification constitutes acceptance of the modified Services.

4.3 Beta Features

• (a) We may offer Beta Features from time to time.
• (b) Beta Features are provided "AS IS" with no warranties of any kind.
• (c) Beta Features may contain bugs, errors or defects and may not function as intended.
• (d) We may discontinue, modify or withdraw Beta Features at any time without notice.
• (e) Any data processed through Beta Features may be lost or corrupted.
• (f) Beta Features are excluded from any service level commitments or warranties.

4.4 Third-Party Services and Connector Role

• (a) The Services may integrate with, connect to, or enable you to access Third-Party Services. We act solely as a Connector and do not operate, control, endorse, or assume responsibility for any Third-Party Services.
• (b) Third-Party Services are provided by Third-Party Providers under their own terms, policies, licences, and pricing. Your use of Third-Party Services is governed solely by your agreement(s) with the applicable Third-Party Provider(s).
• (c) We do not guarantee the availability, performance, security, legality, or continued operation of any Third-Party Services, and we may modify, disable, or remove a Connector at any time.
• (d) We are not responsible for any acts or omissions of Third-Party Providers, including outages, errors, content moderation decisions, model behaviour, API changes, data loss, or regulatory non-compliance.
• (e) Where you choose to connect to a Third-Party Service, you instruct us to transmit relevant Customer Data (which may include Personal Data) to that Third-Party Provider as required to perform your request, subject to clause 10 (Data Protection and Privacy).
• (f) You represent and warrant that you have all rights, permissions, and lawful bases required to use and transmit Customer Data to Third-Party Providers, and that you will comply with all applicable Third-Party Provider terms.

4.5 Advanced and Premium Features

Certain advanced or premium features may be subject to additional terms, conditions or fees, which will be clearly communicated to you before access is granted.

4.6 Connector Suspension for Risk

We may suspend, restrict, or disable any Connector (or your use of it) immediately where we reasonably believe that continued connection to a Third-Party Service creates material legal, regulatory, security, or reputational risk to HyperionWave, our users or third parties.

5.1 AI Output Characteristics

• (a) Our AI models and systems generate outputs based on patterns learned from training data and algorithms. AI systems work probabilistically, meaning they predict likely outputs based on patterns rather than deterministic rules.
• (b) While we take commercially reasonable steps to ensure accuracy and reliability, AI systems may: (i) make mistakes or generate incorrect information; (ii) produce incomplete, inaccurate, unexpected or nonsensical results; (iii) generate outputs that contain biases or unfair characterisations; (iv) produce content that may infringe third-party intellectual property rights; (v) fail to comply with applicable legal or regulatory requirements; or (vi) perform inconsistently across different use cases or inputs.

5.2 Your Responsibility for AI Outputs

• (a) You are solely and exclusively responsible for reviewing, verifying, validating and testing any outputs generated by the Services before relying on them for any purpose.
• (b) You acknowledge that AI outputs should be treated as suggestions or drafts requiring human review and judgment.
• (c) You must implement appropriate human oversight and review processes before using AI outputs for any business-critical or high-stakes decisions.
• (d) You are responsible for ensuring that any use of AI outputs complies with applicable laws and does not infringe third-party intellectual property rights.

5.3 No Warranties Regarding AI Performance

We make no guarantee, representation or warranty that:

• (a) outputs will meet any specific performance, accuracy or quality standards;
• (b) outputs will comply with any legal, regulatory or industry-specific requirements applicable to your business;
• (c) outputs will be free from errors, biases or harmful content;
• (d) the Services will achieve any particular results or outcomes; or
• (e) the Services are suitable for any specific use case or purpose.

5.4 Not Professional Advice

• (a) Outputs generated by our AI do not constitute professional advice of any kind, including but not limited to legal, financial, medical, tax, accounting, investment or other professional advice.
• (b) You should consult with appropriate qualified professionals before making any decisions based on AI-generated outputs.

5.5 High-Risk Use Cases

• (a) You acknowledge that the Services are not designed, tested or approved for use in high-risk scenarios where failure could lead to death, personal injury or severe physical, environmental or financial harm ("High-Risk Use Cases").
• (b) High-Risk Use Cases include but are not limited to: (i) life support systems, emergency response or critical healthcare applications; (ii) operation of nuclear facilities or weapons systems; (iii) aircraft or autonomous vehicle navigation or control; (iv) sole determinant in decisions affecting fundamental rights (credit, employment, housing, insurance, criminal justice, immigration); (v) critical infrastructure control systems; or (vi) any application where failure could result in death or serious injury.
• (c) You agree not to use the Services for any High-Risk Use Case without implementing additional safeguards, human oversight and appropriate testing.
• (d) To the fullest extent permitted by law, and subject always to clause 14.3 (non-excludable liabilities), we disclaim all liability for any harm arising from use of the Services in High-Risk Use Cases.

5.6 Compliance Responsibility

You are solely responsible for ensuring that:

• (a) your use of the Services and any AI-generated outputs complies with all applicable laws, regulations and industry standards;
• (b) you have obtained all necessary consents, permissions and licences for your use of the Services;
• (c) you comply with intellectual property laws, including ensuring AI outputs do not infringe third-party rights;
• (d) you comply with anti-discrimination laws and do not use the Services in ways that result in unlawful discrimination or bias; and
• (e) you comply with sector-specific regulations applicable to your industry (financial services, healthcare, legal, etc.).

5.7 AI Transparency

Where legally required or where you are deploying AI outputs to end users, you must:

• (a) disclose that content or decisions were generated or assisted by AI;
• (b) implement appropriate transparency measures as required by applicable law, including the EU AI Act where applicable; and
• (c) maintain records necessary to demonstrate compliance with AI transparency obligations.

5.8 Third-Party Outputs; No Agency; No Endorsement

• (a) Where the Services route requests to Third-Party Services (including AI models), any output generated is generated by the Third-Party Provider's systems, not by HyperionWave.
• (b) HyperionWave does not act as an agent, reseller, publisher, or representative of any Third-Party Provider, and nothing in these Terms creates any partnership, joint venture, or agency relationship between HyperionWave and any Third-Party Provider.
• (c) Any reference to a Third-Party Provider (including availability of a Connector) does not constitute endorsement, certification, or a representation that the Third-Party Provider's services are compliant with any law, regulation, or third-party rights.

6.1 Prohibited Uses

You agree not to use the Services, or permit any Authorised User to use the Services, to:

• (a) violate any applicable local, national or international law or regulation;
• (b) generate, upload, transmit or distribute any content that: (i) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene or otherwise objectionable; (ii) infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights; (iii) constitutes hate speech, promotes violence or discriminates based on race, ethnicity, national origin, religion, gender, sexual orientation, disability or age; (iv) exploits, harms or attempts to exploit or harm minors in any way; (v) is fraudulent, false, misleading or deceptive; (vi) promotes illegal activities or violates the rights of others;
• (c) impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
• (d) create deepfakes, synthetic media or other deceptive content designed to mislead without appropriate disclosure;
• (e) use the Services for phishing, spamming or distributing malware or other malicious code;
• (f) use the Services for unauthorised surveillance, tracking or monitoring of individuals;
• (g) use the Services to develop, produce or deploy weapons or weaponry systems;
• (h) use the Services to manipulate or interfere with any election, referendum or democratic process;
• (i) circumvent any content filtering, security measures or access controls of the Services;
• (j) introduce viruses, worms, trojans or other harmful code to the Services;
• (k) interfere with, disrupt or impose an unreasonable burden on the Services or related infrastructure;
• (l) attempt to gain unauthorised access to the Services, user accounts or computer systems or networks;
• (m) use the Services to mine cryptocurrency or perform distributed computing operations without our express written consent;
• (n) reverse engineer, decompile, disassemble or attempt to derive source code, algorithms or models from the Services;
• (o) scrape, crawl or harvest content or data from the Services except through our officially documented APIs;
• (p) benchmark, compete with or create derivative works based on the Services; or
• (q) encourage, facilitate or enable any of the above prohibited activities.

6.2 Enforcement

• (a) We reserve the right to investigate any suspected violations of this Acceptable Use Policy.
• (b) We may suspend, restrict or terminate your access to the Services immediately and without notice if we reasonably believe you have violated this policy.
• (c) We may report illegal activities to relevant law enforcement authorities.
• (d) We may cooperate with law enforcement or regulatory investigations.
• (e) Where we determine that a violation has occurred, we may, in addition to suspension or termination: (i) reverse, deduct or forfeit any Tokens or credits obtained through the violating activity; and (ii) take appropriate legal action for severe or repeated abuse of the Services.

6.3 Monitoring

While we have no obligation to monitor use of the Services, we reserve the right to do so to:

• (a) ensure compliance with these Terms;
• (b) comply with applicable law or legal process;
• (c) protect the rights, property or safety of HyperionWave, our users or the public; or
• (d) improve and develop the Services.

7.1 Our Intellectual Property

• (a) All Intellectual Property Rights in and to the Services, including the Platform Layer, software, algorithms, AI models, Documentation, APIs, user interface, branding and related materials, are and remain the exclusive property of HyperionWave and our licensors.
• (b) These Terms do not grant you any ownership rights in the Services or the Platform Layer.
• (c) All rights not expressly granted to you in these Terms are reserved by HyperionWave.

7.2 Your Data Ownership

• (a) You retain all ownership rights, title and interest in and to Customer Data.
• (b) As between you and HyperionWave, Customer Data is and remains your property (or the property of your customers or licensors).
• (c) We do not claim any ownership rights in Customer Data.

7.3 Limited Licence for Service Provision

You grant us a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, display and process Customer Data solely to the extent necessary to:

• (a) provide, maintain and improve the Services;
• (b) comply with applicable law or legal process; and
• (c) enforce these Terms.

7.4 Limited Licence for System Improvement

• (a) You grant us a limited, non-exclusive, royalty-free, worldwide licence to use Customer Data in aggregated, anonymised or de-identified form solely for the purpose of: (i) improving, developing and optimising our AI models, algorithms and systems; (ii) conducting research and development; (iii) generating analytics, insights and benchmarking data; and (iv) training and enhancing the performance of our Services.
• (b) Exclusion of Custom Agents: The licence granted in this clause 7.4 expressly excludes Custom Agents and any data derived from or reflecting Custom Agent logic, orchestration structure, prompt configurations, decision workflows or operational patterns. Custom Agents are governed exclusively by clause 7.5. HyperionWave will not use Custom Agents or the operational know-how embedded within them for any model training, product development or service improvement purpose, whether in identifiable or anonymised form.
• (c) Data anonymisation standards: Prior to any use under clause 7.4(a), we will implement commercially reasonable technical measures to redact, de-identify and anonymise Customer Data to ensure that: (i) no Personal Data is used or disclosed; (ii) no confidential or proprietary business information is disclosed or traceable; (iii) the data cannot reasonably be used to identify you, your Organisation, your customers or any individual; and (iv) the data meets applicable standards for anonymisation under UK GDPR and Data Protection Act 2018.
• (d) Use restrictions: We will not: (i) use Customer Data to develop products or features that specifically benefit your direct competitors; (ii) share Customer Data with third parties except in aggregated, anonymised form as part of industry benchmarks or research; (iii) attempt to re-identify anonymised Customer Data; or (iv) use Customer Data in violation of applicable data protection laws.
• (e) Competitive protection: If we reasonably determine that use of your anonymised data would materially benefit a direct competitor, we will refrain from such use or will provide you with prior notice and opportunity to object.
• (f) Your control: We will maintain security controls and audit trails regarding the processing of Customer Data for model improvement purposes.

7.5 Custom Agent Ownership and Usage Policy

• (a) Ownership. All Custom Agents created by you or your Authorised Users are and remain your exclusive Intellectual Property ("Custom Agent IP"). HyperionWave makes no claim of ownership over Custom Agent IP, whether created, stored or operated within the Services. HyperionWave may store, execute, transmit and back-up Custom Agents solely as necessary to provide the Services. Custom Agent IP includes: (i) internal operational logic and process automation specific to your business; (ii) proprietary decision-making workflows and rules; (iii) custom prompt engineering, agent instructions and system configurations; (iv) orchestration graphs and multi-agent architectures reflecting your internal strategy or operations; and (v) any other configuration that embeds your competitive or operational know-how.
• (b) Prohibition on reuse and resale. HyperionWave shall not, without your prior explicit written consent: (i) reuse, repurpose, copy or adapt Custom Agent IP for any other customer, user or purpose; (ii) list, offer or make available Custom Agent IP in any agent marketplace, template library or equivalent; (iii) share Custom Agent IP with any third party; or (iv) use Custom Agent IP as the basis for developing standardised templates, features or Platform Layer capabilities. The default position is: private by default, shared only by explicit written consent.
• (c) No learning from Custom Agents. HyperionWave shall not use Custom Agent IP to train, fine-tune, improve or develop: (i) HyperionWave's AI models or algorithms; (ii) any generalised Platform Layer features or capabilities; or (iii) products or services offered to any other customer. This prohibition applies regardless of whether Custom Agent IP is processed in identifiable or abstracted form.
• (d) Technical enforcement. HyperionWave shall implement and maintain technical controls to enforce these restrictions, including logical separation of Custom Agent IP from platform-level training pipelines.
• (e) Layer separation. HyperionWave maintains a clear separation between: (i) the Platform Layer (owned by HyperionWave); (ii) Custom Agent IP (owned by you); and (iii) Platform Templates (generic templates created solely by HyperionWave).
• (f) Agent marketplace. If HyperionWave introduces an agent marketplace, Custom Agent IP may only be listed with your prior explicit written consent and subject to licence terms separately agreed with you.
• (g) HyperionWave representations. HyperionWave represents and warrants that: (i) it does not and will not use your Custom Agent IP to benefit other customers or to develop competing capabilities; (ii) Custom Agent IP is treated as Confidential Information under clause 9; and (iii) HyperionWave personnel with access to the Services are trained on and bound by these restrictions.
• (h) Remedies. The parties agree that a breach of clause 7.5 may cause irreparable harm for which damages alone may not be an adequate remedy. You may seek injunctive or other relief without the need to demonstrate actual damages as a precondition.

7.6 Retention of Rights

Except for the limited licences expressly granted in clauses 7.3 and 7.4, nothing in these Terms transfers or assigns any ownership, title or Intellectual Property Rights in Customer Data or Custom Agent IP to HyperionWave.

7.7 Feedback

• (a) If you provide us with any suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Services ("Feedback"), we may use such Feedback without any obligation to you.
• (b) You hereby grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate Feedback into our Services and products.
• (c) Feedback does not include Custom Agent IP. Any feedback specifically relating to Custom Agent architecture or logic is governed by clause 7.5.

7.8 Restrictions on Proprietary Rights

You may not:

• (a) remove, alter or obscure any proprietary notices, labels or marks on or within the Services;
• (b) use our trademarks, logos or branding without our prior written consent; or
• (c) represent or imply any association, sponsorship or endorsement by HyperionWave without our express written permission.

7.9 Copyright Infringement

If you believe that any content on the Services infringes your copyright, please notify us at legal@hyperionwave.com with details of the alleged infringement. We will investigate and take appropriate action in accordance with applicable law.

8.1 Uptime Target

We commit to maintaining an uptime of 99.5% for the Services during each calendar month, calculated as a percentage of total minutes in the month minus scheduled maintenance and Force Majeure Events ("Uptime Target").

8.2 Calculation of Uptime

• (a) Uptime is calculated based on the availability of our core Platform infrastructure as measured by our monitoring systems.
• (b) Scheduled Maintenance Windows are excluded from the calculation.
• (c) Force Majeure Events are excluded from the calculation.
• (d) Third-party service failures beyond our reasonable control are excluded from the calculation.

8.3 Service Credits

If we fail to meet the Uptime Target in any calendar month due to reasons within our reasonable control, you may be eligible for service credits as follows:

Service credits apply only to paid fees actually paid under a Paid Plan or Contract Plan and do not apply to Free Tier usage. Downtime caused by customer systems, misuse or unsupported configurations are excluded.

8.4 Service Credit Process

• (a) To receive service credits, you must submit a claim to support@hyperionwave.com within 30 days of the end of the calendar month in which the downtime occurred.
• (b) You must provide details of the downtime experienced, including dates, times and impact.
• (c) We will investigate the claim and, if valid, issue service credits within 30 days.
• (d) Service credits will be applied to your next invoice or subscription renewal.
• (e) Service credits are your sole and exclusive remedy for any failure to meet the Uptime Target.
• (f) Service credits cannot be redeemed for cash and do not carry forward beyond 12 months.

8.5 Scheduled Maintenance

• (a) We may perform scheduled maintenance from time to time.
• (b) We will provide at least 48 hours' advance notice of scheduled maintenance via email or in-platform notification.
• (c) We will endeavour to schedule maintenance during off-peak hours.
• (d) Emergency maintenance required for security or stability may be performed without advance notice.

8.7 Third-Party Service Availability

The Uptime Target and service credits apply solely to the availability of the UnaGo Platform Layer. Downtime or degradation caused by Third-Party Services is excluded from the Uptime Target calculation and does not give rise to service credits.

9.1 Definition of Confidential Information

"Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that: (a) is designated as confidential or proprietary; or (b) by its nature or the circumstances of disclosure, reasonably should be considered confidential.

Confidential Information includes, but is not limited to: technical data, trade secrets, know-how, research, product plans, customer lists, financial information, business strategies, the terms of these Terms, and all Custom Agent IP.

9.2 Obligations of Receiving Party

The Receiving Party agrees to:

• (a) hold Confidential Information in strict confidence;
• (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted in clause 9.4;
• (c) not use Confidential Information for any purpose other than performing its obligations under these Terms;
• (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and
• (e) limit access to Confidential Information to employees, contractors and Affiliates who have a legitimate need to know.

9.3 Exclusions

Confidential Information does not include information that:

• (a) was publicly available at the time of disclosure or becomes publicly available through no breach of these Terms;
• (b) was rightfully known to the Receiving Party without restriction prior to disclosure;
• (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
• (d) is rightfully obtained from a third party without breach of any confidentiality obligation.

9.4 Permitted Disclosures

The Receiving Party may disclose Confidential Information: (a) to the extent required by law, regulation, court order or other legal process, provided reasonable prior notice is given; or (b) to its legal advisors, auditors and other professional advisors under duties of confidentiality.

9.5 Survival

The obligations in this clause 9 shall survive termination or expiration of these Terms for a period of seven (7) years, except that obligations in respect of trade secrets shall continue indefinitely for so long as such information remains a trade secret.

10.1 Data Protection Compliance

• (a) We process Personal Data in accordance with applicable data protection laws, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018.
• (b) Our Privacy Policy sets out how we collect, use, store and protect Personal Data.
• (c) By using the Services, you acknowledge that you have read and understood our Privacy Policy.

10.2 Roles and Responsibilities

• (a) For Personal Data contained in Customer Data: you are the data controller and we are the data processor.
• (b) For Personal Data we collect about you and your Authorised Users (such as account information, usage data): we are the data controller.
• (c) Each party shall comply with its respective obligations under applicable data protection laws.

10.3 Data Processing Agreement

• (a) Where we process Personal Data on your behalf as a data processor, the terms of our Data Processing Agreement ("DPA") shall apply.
• (b) Our standard DPA is incorporated into these Terms by reference.
• (c) The DPA includes Standard Contractual Clauses approved by the UK Information Commissioner's Office for international data transfers where applicable.

10.4 Your Obligations as Controller

As data controller, you represent and warrant that:

• (a) you have obtained all necessary consents and have a lawful basis for processing the Personal Data you provide to us;
• (b) you have provided appropriate privacy notices to data subjects;
• (c) you have the right to transfer Personal Data to us for processing in accordance with these Terms;
• (d) your instructions to us comply with applicable data protection laws; and
• (e) you will comply with all data subject rights requests relating to Personal Data you control.

10.5 Security Measures

We implement appropriate technical and organisational measures to protect Personal Data, including:

• (a) encryption of data in transit and at rest;
• (b) access controls and authentication;
• (c) regular security assessments and audits;
• (d) incident response procedures; and
• (e) employee training on data protection.

10.6 Data Breach Notification

• (a) If we become aware of a Personal Data breach affecting Customer Data, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach.
• (b) We will provide reasonable assistance to help you comply with your obligations under data protection laws regarding breach notification.
• (c) Our notification will include available information about the nature of the breach, affected data categories, likely consequences and measures taken or proposed.

10.7 Sub-processors

• (a) You acknowledge and agree that we may engage sub-processors to process Personal Data on your behalf.
• (b) A current list of sub-processors is available at our Sub-processor List page.
• (c) We will provide at least 30 days' notice before adding or replacing sub-processors.
• (d) If you reasonably object to a new sub-processor on data protection grounds, you may terminate the affected Services without penalty.

10.8 Data Subject Rights

We will provide reasonable assistance to enable you to respond to data subject requests (access, rectification, erasure, portability, restriction, objection) in accordance with applicable data protection laws.

10.9 Data Location and Transfers

• (a) Customer Data is primarily stored and processed within the United Kingdom. We use Google Cloud Platform infrastructure located in the eu-west2 (London) region. In the event that any incidental processing occurs outside the UK, such transfers are subject to appropriate safeguards including the UK International Data Transfer Agreement (UK IDTA) or equivalent mechanisms.
• (b) We may transfer Personal Data to other countries where our sub-processors are located, subject to appropriate safeguards as required by applicable law.
• (c) For transfers outside the UK or EEA, we implement Standard Contractual Clauses or other approved transfer mechanisms.

11.1 Retention Period

• (a) We will retain Customer Data only for as long as necessary to: (i) provide the Services to you; (ii) comply with our legal obligations; (iii) resolve disputes; (iv) enforce these Terms; or (v) fulfil legitimate business purposes such as fraud prevention, security and audit.
• (b) Anonymised or aggregated data that cannot be linked back to you may be retained indefinitely for analytics and service improvement.

11.2 Deletion Upon Termination

• (a) Upon termination or expiration of your account or Subscription Term, we will delete or anonymise Customer Data within ninety (90) days, unless: (i) you request continued retention; (ii) retention is required by law; (iii) retention is necessary for legitimate business purposes; or (iv) the data has been anonymised for statistical or research purposes.
• (b) We will provide you with a reasonable opportunity to export Customer Data prior to deletion.

11.3 User-Initiated Deletion

• (a) You may request deletion or export of your Customer Data at any time by contacting dpo@hyperionwave.com.
• (b) We will action such requests within 30 days in accordance with applicable data protection laws.
• (c) Certain data may be retained as permitted or required by law (e.g., financial records, audit logs).

11.4 Data Portability

• (a) You may export Customer Data at any time during your Subscription Term through the export functionality provided in the Platform.
• (b) Upon request, we will provide Customer Data in a commonly used, machine-readable format.

11.5 Backup and Archival Data

• (a) Some residual Customer Data may remain in backup or archival systems for a limited period following deletion.
• (b) Such backup data will be securely isolated, protected from further processing and deleted in accordance with our data retention and backup policies.
• (c) Backup data is maintained solely for disaster recovery and business continuity purposes.

11.6 Deletion Verification

Upon written request and subject to reasonable verification of your identity, we will provide confirmation that your Customer Data has been deleted in accordance with this clause 11.

12.1 Fees, Plans and Token-Based Usage

• (a) The Services may be offered on a Free Tier, Paid Plans, Token Packages, Usage Charges or Contract Plans (or a combination).
• (b) Pricing, Token allocations, included usage, plan limits and applicable rates are set out in your account dashboard, checkout flow or Order Form.
• (c) Certain features consume Tokens. Token consumption may vary by feature, model, workload, input/output length, integrations or other factors described in the Platform or Documentation.
• (d) We may offer free Tokens as part of the Free Tier or promotional offers. Free Tokens: (i) have no cash value; (ii) are not refundable or transferable; and (iii) may expire or be withdrawn in accordance with clause 12.9 and clause 12.6.
• (e) Where your use exceeds included limits or Token allocations, you may be required to purchase additional Token Packages, move to a Paid Plan, or pay Usage Charges to continue using the Services.

12.2 Taxes

• (a) All fees are quoted in GBP unless otherwise specified.
• (b) Fees are exclusive of VAT and other applicable taxes, which will be added where applicable.
• (c) You are responsible for all taxes associated with your purchase, except for taxes based on our income.

12.3 Payment Methods (Self-Serve / Card Payments)

• (a) For self-serve Paid Plans and Token Package purchases made through the Platform, you authorise us (and/or our third-party payment processor) to charge your payment method for: (i) subscription fees; (ii) Token Packages; (iii) Usage Charges; and (iv) any applicable taxes.
• (b) If you enable auto top-up (if offered), you authorise us to charge your payment method when your Token Balance reaches a threshold you select.
• (c) Unless required by law or expressly stated in these Terms, all fees are non-refundable.

12.4 Contract Plans (Monthly Invoicing)

• (a) If you purchase the Services under a Contract Plan, the fees, included usage, Token allocations, billing model, and payment terms will be set out in the applicable Order Form.
• (b) Unless otherwise stated in the Order Form, we will invoice monthly in arrears for Usage Charges and monthly in advance for fixed subscription/commitment fees.
• (c) Invoices are payable within thirty (30) days of the invoice date unless otherwise stated in the Order Form.
• (d) Failure to provide a purchase order does not suspend your obligation to pay undisputed amounts when due.

12.5 Subscription Term, Renewal and Cancellation

• (a) For self-serve subscriptions, your Subscription Term is as shown at checkout and renews automatically unless cancelled before renewal.
• (b) For Contract Plans, renewal is governed by the Order Form.
• (c) Cancellation through your account dashboard will take effect at the end of the then-current billing period.
• (d) If you cancel, you remain responsible for fees incurred up to the effective cancellation date.

12.6 Free Tier and Free Trials

• (a) We may offer a Free Tier or free trials from time to time with limits, feature restrictions, and usage caps.
• (b) If you are on a free trial that requires a payment method, you will be charged automatically at the end of the trial unless you cancel before the trial ends.
• (c) We may modify, suspend, or terminate the Free Tier or any trial at any time.

12.7 Token Packages, Usage Charges and Overages

• (a) Token Packages may be one-off or recurring, and may be subject to expiry dates.
• (b) Unless otherwise stated: (i) purchased Tokens are consumed before free Tokens; (ii) Tokens are valid for 12 months; and (iii) unused Tokens are not refundable.
• (c) If you incur Usage Charges (including overages), those charges will be billed in accordance with clause 12.3 (self-serve) or clause 12.4 (Contract Plans).
• (d) Tokens may expire as specified in the Platform or Order Form.
• (e) Tokens exhausted during processing may interrupt execution.
• (f) Tokens consumed due to verified platform errors will be credited.

12.8 Payment Failure, Late Payment and Suspension

• (a) If a payment attempt fails (self-serve), we may retry the charge, restrict usage, suspend access, or downgrade you to the Free Tier.
• (b) For invoiced customers, undisputed amounts not paid when due will accrue interest at 8% per annum above the Bank of England base rate, calculated daily.
• (c) If payment is more than thirty (30) days overdue, we may suspend access to the Services until all overdue amounts are paid.
• (d) You remain responsible for all fees incurred prior to and during any suspension.

12.9 Price and Plan Changes

• (a) We may change our fees, Token rates, Token consumption rules, plan features, or plan limits from time to time.
• (b) For self-serve subscriptions, we will provide at least thirty (30) days' notice of material fee increases.
• (c) For Contract Plans, pricing changes are governed by the Order Form.
• (d) Continued use of the Services after a change takes effect constitutes acceptance of the updated pricing or plan terms.

12.10 Refunds and Credits

• (a) Subscription fees, Token Packages, and Usage Charges are generally non-refundable, except where required by law.
• (b) If we fail to meet our Uptime Target, your sole and exclusive remedy is service credits in clause 8.3.
• (c) If we materially breach these Terms and fail to cure within thirty (30) days of written notice, you may be entitled to a pro-rata refund of prepaid fixed subscription fees for the unused portion of the Subscription Term.
• (d) Any credits or refunds will be issued to the original payment method or applied to future invoices, within thirty (30) days.

12.11 Downgrades

If you downgrade a Paid Plan, the downgrade takes effect at the end of your current billing cycle. Any unused Tokens, included usage, or plan entitlements do not generate refunds unless required by law.

12.12 Token Integrity

If we reasonably determine that Tokens were obtained or used fraudulently, in breach of these Terms, or by exploiting system vulnerabilities or promotional offers:

• (a) we reserve the right to immediately invalidate those Tokens without compensation;
• (b) we may suspend or terminate the relevant account in accordance with clause 18; and
• (c) we may pursue appropriate legal remedies.

Tokens may only be used by the account to which they were issued and may not be transferred, resold or exchanged for cash or other value.

13.1 "As Is" Provision

The Services are provided "as is" and "as available" without any warranties, representations or conditions of any kind, whether express, implied, statutory or otherwise. Nothing in this clause 13 excludes or limits any warranty that cannot be excluded or limited under applicable law, including under the Consumer Rights Act 2015 where you are acting as a consumer.

13.2 Disclaimer of Warranties

To the fullest extent permitted by law, we disclaim all warranties, including but not limited to:

• (a) implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
• (b) warranties arising from course of dealing or usage of trade;
• (c) warranties that the Services will be uninterrupted, error-free, secure or free from viruses or other harmful components;
• (d) warranties that the Services will meet your requirements or achieve any particular results;
• (e) warranties regarding the accuracy, reliability or completeness of any content, information or outputs provided through the Services; and
• (f) warranties that any defects or errors will be corrected.

13.3 AI-Specific Disclaimers

You acknowledge and agree that:

• (a) AI systems are probabilistic and may produce unpredictable, inconsistent or incorrect outputs;
• (b) we make no warranty that AI outputs will be accurate, complete, reliable, current or error-free;
• (c) AI outputs may contain biases, errors or harmful content;
• (d) AI outputs may not comply with your legal, regulatory or business requirements;
• (e) the Services may not be suitable for your intended use case; and
• (f) you use the Services and any outputs at your own risk.

13.4 Third-Party Content and Services

We make no representations or warranties regarding any third-party content, services or integrations accessible through the Services.

13.5 Risk Allocation

You acknowledge that these warranty disclaimers reflect a reasonable allocation of risk between the parties and are a fundamental basis of our agreement. Without these disclaimers, we would not provide the Services at the current pricing.

13.6 Output Identifiers

Certain outputs generated through the Services may include watermarks, identifiers, or attribution markers indicating AI-generated content ("Output Identifiers"). Output Identifiers are a feature of the underlying AI systems and may not be removable in all circumstances. HyperionWave makes no warranty regarding the presence, absence, completeness, or legal sufficiency of Output Identifiers for any regulatory or compliance purpose. You are solely responsible for implementing any additional disclosure or marking obligations required by applicable law.

14.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data, business opportunities, goodwill or anticipated savings, arising out of or in connection with these Terms, whether based on warranty, contract, tort (including negligence), strict liability or any other legal theory, even if the party has been advised of the possibility of such damages.