These Terms of Service ("Terms") are entered into between Generative AI Solutions Limited (a company registered in England and Wales under company number 06673667, whose registered office is at HLB House, 68 High Street, Tarporley, Cheshire, United Kingdom, CW6 0AT) ("Generative AI Solutions", "GAIS", "we", "us", or "our") and the organisation or individual named in the Order Form or subscribing to our Services ("Customer", "you", "your").

By placing an order for Services through a signed Order Form, by subscribing to a Service plan, or by using our Services, you agree to be bound by these Terms and our Privacy Policy, which together with your Order Form (where applicable) will constitute the agreement between us ("Agreement").

1. Definitions and Interpretations

1.1 In this Agreement, the following definitions apply:

"Agreement" means these Terms of Service together with any Order Form, Privacy Policy, Data Processing Agreement, and Service Level Agreement;

"AI Processing" means any use of artificial intelligence, machine learning, natural language processing, or automated analysis in the delivery of Services;

"ALICE Services" means the AI-enabled application screening platform and related features provided under our Product Development Division for UK Emergency Services;

"Anonymised Screening Data" means the output of AI Processing from which all personally identifiable information has been removed, including scores, summaries, strengths, concerns, and AI-generated content that refers to candidates only as "the candidate";

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

"Client Data" means all data, information, documents, and content provided by you or collected on your behalf in connection with the Services;

"Confidential Information" means all technical or commercial information, know-how, specifications, inventions, processes or initiatives which are of a confidential nature relating to a party or its business, clients, suppliers, finances or strategy;

"Consulting Services" means strategic consulting, workflow analysis, implementation support, and related professional services provided under our Consulting Division;

"Customer Materials" means all data, documents, information, items and materials in any form, including Client Data, provided by you to us in connection with the Services;

"Data Controller" and "Data Processor" shall have the meanings set out in the UK GDPR and Data Protection Act 2018;

"Documentation" means the documents made available by us describing the Services and providing user instructions;

"Effective Date" means the date specified in clause 2.2;

"Free Tier" means a limited version of Harry Services made available at no charge, subject to usage limits specified on our website;

"Harry Services" means the AI-enabled candidate screening, assessment, and recruitment workflow platform and related features provided under our Product Development Division, accessible via subscription at genai-harry.com or such other URL as we may designate from time to time. Harry is a product of Generative AI Solutions Limited;

"Order Form" means the form issued by us detailing the nature and cost of Services which requires your signed authorisation;

"Permitted Users" means your employees, agents, and independent contractors who are authorised by you to use the Services;

"Personal Data" shall have the meaning set out in the UK GDPR and Data Protection Act 2018;

"Services" means the services detailed in the Order Form or Subscription Plan and provided by us, including Product Development Services, Consulting Services, and Talent Placement Services;

"Subscription Plan" means the tier of Harry Services selected by you, as detailed on our website or in the Order Form, including any applicable usage limits, feature restrictions, and pricing;

"Talent Placement Services" means recruitment, talent acquisition, candidate screening, and placement services provided under our Talent Placement Division;

"Trial Features" means any trial products, product pilots, product trials or experimental features which we may make available to customers on a paid or free basis from time to time;

"UK Processing" means the processing of personal data exclusively within the United Kingdom using UK-based infrastructure and personnel;

"Virus" means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 References to clauses are to clauses of these Terms. Clause headings shall not affect interpretation of these Terms.

1.3 A person includes an individual, corporate or unincorporated body. References to one gender include references to other genders.

1.4 References to statutes include references to amendments, extensions, or re-enactments and all subordinate legislation.

2. Formation of Agreement

2.1 An Order constitutes an agreement by you to purchase Services in accordance with these Terms. For Harry Services, subscribing to a Subscription Plan or Free Tier constitutes acceptance of these Terms.

2.2 An Order shall be legally binding when we either: (a) receive a signed, authorised Order Form from you; (b) receive your subscription through our payment provider; or (c) begin providing the Services, whichever occurs first ("Effective Date").

2.3 Pricing proposals are valid for thirty (30) Business Days from the date of issue.

2.4 These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Services

3.1 Service Divisions. 3.1.1 We operate three business divisions: (a) Product Development Division: including ALICE, Harry, and other AI-enabled products; (b) Consulting Division: providing AI strategy, workflow optimisation, and HR transformation services; and (c) Talent Placement Division: providing specialist recruitment and talent acquisition services.

3.1.2 The specific Services to be provided are set out in the relevant Order Form or Subscription Plan.

3.2 ALICE Product Development Services. 3.2.1 UK Data Sovereignty. For ALICE Services, we guarantee that: (a) all data processing occurs exclusively within UK-based AWS infrastructure; (b) no data is transferred outside UK jurisdiction without your explicit written consent; (c) all technical support is provided by UK-based personnel; and (d) all processing complies with UK GDPR and Data Protection Act 2018.

3.2.2 Data Processing Safeguards. We warrant that: (a) personally identifiable information is automatically redacted using enterprise-grade technology before any AI processing; (b) your data is never used to train or improve AI models; (c) candidate application data is never used for our marketing purposes; and (d) all hiring-related outcomes require human review and decision.

3.2.3 Service Standards. We will provide ALICE Services with: (a) 99.5% availability during UK business hours (9:00 AM to 5:30 PM, Monday to Friday); (b) four (4) hour response times for critical issues during business hours; (c) minimum forty-eight (48) hours' notice for planned maintenance; and (d) UK-based technical support during business hours.

3.3 Harry Services. 3.3.1 Service Description. Harry Services provide AI-powered candidate screening, assessment, and recruitment workflow tools designed for independent recruiters, recruitment agencies, and organisations without established recruitment or HR functions. Harry Services include: (a) AI-powered job specification optimisation; (b) candidate CV and cover letter screening and scoring against job specifications; (c) candidate decision management (shortlisting, rejection, and progress tracking); (d) AI-generated candidate feedback emails, interview questions, and follow-up communications; (e) candidate report generation combining screening data with interview notes; (f) reverse candidate-to-job matching (Spec Ops); (g) job lifecycle management including archiving and revival; and (h) such other features as we may add from time to time.

3.3.2 Data Anonymisation Architecture. We warrant that for Harry Services: (a) all candidate documents (CVs, cover letters, and supporting materials) are processed in the customer's browser and original documents are never transmitted to or stored on our servers; (b) personally identifiable information including names, email addresses, telephone numbers, and physical addresses is automatically stripped from candidate text before any AI Processing occurs; (c) all AI-generated screening output refers to candidates exclusively as "the candidate" and never by name or identifying detail; (d) only Anonymised Screening Data is stored on our servers; (e) personal details entered by users for candidate report generation exist only in the user's browser session and are never transmitted to or stored on our servers; and (f) candidate document text is never retained after AI Processing is complete.

3.3.3 Anti-Bias and Equality Safeguards. Harry Services are designed with the following safeguards: (a) AI screening explicitly excludes assessment based on the nine protected characteristics under the Equality Act 2010 (age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, and sexual orientation); (b) spelling and grammar are excluded from scoring criteria to avoid disadvantaging candidates with dyslexia or other conditions; (c) each candidate is evaluated independently against the job specification in isolated AI Processing calls to prevent comparative bias; and (d) all AI-generated outputs including screening scores, feedback emails, interview questions, and candidate reports are provided as recommendations only and require human review and decision before any employment action is taken.

3.3.4 AI Training Restrictions. In addition to the general provisions in clause 5.3: (a) candidate data processed through Harry Services is never used to train, fine-tune, or improve any AI model; (b) job specifications, screening criteria, and other Customer Materials are not used for any purpose other than delivering the Services to you; and (c) we maintain contractual restrictions with our AI infrastructure providers preventing any use of data processed through Harry Services for model training purposes.

3.3.5 Data Processing Location. Harry Services data processing occurs on AWS infrastructure. Data may be processed in AWS regions outside the United Kingdom, subject to appropriate safeguards under applicable data protection legislation. Where you require data processing in a specific geographic region, this must be agreed in writing and may be subject to additional fees. For the avoidance of doubt, the UK data sovereignty guarantees in clause 3.2.1 apply to ALICE Services only and do not extend to Harry Services unless explicitly agreed in writing.

3.3.6 Service Availability. We will use commercially reasonable efforts to maintain Harry Services availability of 99% during each calendar month, measured excluding scheduled maintenance. Scheduled maintenance will be carried out during periods of low usage where practicable, with reasonable advance notice provided via email or in-platform notification.

3.3.7 Free Tier. Where you use Harry Services under a Free Tier: (a) the Free Tier is provided "as is" without service level commitments or warranty of any kind; (b) we may modify, limit, suspend, or discontinue the Free Tier at any time without notice or liability; (c) usage is subject to limits published on our website which may be changed at our discretion; (d) we may display messaging within the Free Tier encouraging upgrade to a paid Subscription Plan; (e) data retention for Free Tier accounts may be limited as published on our website; and (f) our total liability for Free Tier usage shall be limited to one hundred pounds (£100).

3.3.8 Candidate Communication Safeguards. AI-generated communications produced through Harry Services (including rejection emails, progression emails, follow-up questions, and candidate reports): (a) are generated as drafts for human review and editing before sending; (b) use legally appropriate language that frames assessment gaps as observations about the application rather than judgements about the individual; (c) never reference screening scores, AI methodology, or automated assessment processes; (d) never reference protected characteristics; and (e) are the responsibility of the user to review, edit, and send. We accept no liability for communications sent by users without appropriate review.

3.4 Consulting Services. 3.4.1 Delivery Framework. Consulting Services will be delivered according to: (a) detailed Statements of Work defining scope, deliverables, and timelines; (b) dedicated project management with regular progress reporting; (c) quality assurance through senior consultant review; and (d) adherence to professional consulting standards.

3.4.2 Data Handling. For Consulting Services: (a) Client Data is processed exclusively according to your documented instructions; (b) processing occurs within the UK unless you specifically request otherwise; (c) project data is deleted within ninety (90) days of completion unless extended retention is agreed; and (d) strict confidentiality is maintained for all client information.

3.5 Talent Placement Services. 3.5.1 Service Standards. Talent Placement Services include: (a) rigorous candidate screening and assessment processes; (b) success-based fee structure with placement guarantees; (c) compliance with all applicable employment laws; and (d) specialised expertise in AI, technology, and executive recruitment.

3.5.2 Data Protection. For Talent Placement Services: (a) candidate personal data is never used for marketing without explicit consent; (b) candidate information is never sold or shared beyond agreed placement activities; (c) candidates retain rights to withdraw consent and request data deletion; and (d) transparent communication is provided about data sharing with potential employers.

3.6 Service Updates and Modifications. 3.6.1 We may update the Services from time to time. If we change the Services in a manner that materially reduces their functionality, we will inform you via email and you will have the option to terminate this Agreement on thirty (30) days' written notice.

3.6.2 We may make changes to the Services which are necessary to comply with applicable law, or which do not materially affect the nature or quality of the Services, without prior notice.

4. Data Protection

4.1 Compliance Commitment. We shall comply with all applicable requirements of UK data protection legislation, including UK GDPR and the Data Protection Act 2018.

4.2 Controller and Processor Roles: (a) Where we process Personal Data on your behalf when performing our obligations under these Terms, you shall be the Data Controller and we shall be the Data Processor. (b) Where we process Personal Data for our own business purposes, we act as Data Controller. (c) For Harry Services, you acknowledge that you are the Data Controller for all candidate data you process through the Services and are responsible for ensuring you have a lawful basis for such processing.

4.3 Data Processing Agreement. Where we process Personal Data on your behalf as Data Processor, we shall enter into a separate Data Processing Agreement ("DPA") detailing our respective obligations. In the event of conflict between these Terms and the DPA, the DPA shall prevail regarding Personal Data processing.

4.4 Processing Principles. When acting as Data Processor, we shall: (a) process Personal Data only on your written instructions; (b) implement appropriate technical and organisational measures to protect Personal Data; (c) ensure personnel processing Personal Data are bound by confidentiality; (d) assist you in responding to data subject rights requests; (e) notify you without undue delay of any Personal Data breach; and (f) delete or return Personal Data upon termination unless retention is required by law.

4.5 Harry Services Data Protection. For Harry Services specifically: (a) the anonymisation architecture described in clause 3.3.2 is a core component of the data protection measures for the Services; (b) you remain responsible for the lawful collection and processing of candidate data prior to uploading to the Services; (c) you are responsible for obtaining any necessary consents or establishing any other lawful basis for processing candidate data through the Services; and (d) you acknowledge that while we implement robust anonymisation measures, no technical measure can guarantee complete anonymisation in all circumstances and you should satisfy yourself that the measures are appropriate for your use case.

5. Artificial Intelligence and Automated Decision-Making

5.1 AI Use Transparency. Where our Services include AI Processing: (a) we will clearly disclose all AI use to affected individuals where required by law; (b) we will provide explainable reasoning for AI-generated outputs; (c) human oversight is required for all AI recommendations; and (d) complete audit trails are maintained for all AI processing activities.

5.2 No Automated Decision-Making. We do not engage in automated decision-making that produces legal effects or similarly significant effects on individuals. All AI-generated recommendations, including candidate screening scores and assessments produced through Harry Services, require human review and decision-making. You acknowledge and agree that you are responsible for ensuring that all employment decisions are made by appropriately qualified humans and not solely on the basis of AI-generated output.

5.3 AI Training Restrictions. We warrant that: (a) Customer Data is never used to train or improve AI models; (b) clear technical separation exists between Customer Data and AI model training; (c) we maintain contractual protections with AI providers preventing training on Customer Data; and (d) we will provide transparent communication about any AI system updates.

5.4 AI Output Accuracy. While we use commercially reasonable efforts to ensure the accuracy and quality of AI-generated output, you acknowledge that: (a) AI Processing may produce inaccurate, incomplete, or inappropriate output; (b) all AI-generated content should be reviewed by appropriately qualified humans before reliance or use; (c) we do not guarantee the accuracy of any AI-generated scoring, assessment, or recommendation; and (d) you are solely responsible for any decisions made based on AI-generated output.

6. Customer Obligations

6.1 You shall: (a) provide all necessary cooperation and assistance for service delivery; (b) provide accurate, complete, and up-to-date information; (c) comply with all applicable laws and regulations; (d) maintain systems and infrastructure meeting our reasonable specifications; (e) implement appropriate security measures for your systems and data; (f) ensure you have lawful basis for all data processing activities; (g) where applicable, inform data subjects about AI processing and their rights; (h) for Harry Services, review all AI-generated content before use and ensure employment decisions are made by appropriately qualified humans; and (i) for Harry Services, ensure that any candidate data you process through the Services has been collected lawfully and that you have the appropriate legal basis for processing.

6.2 Warranties. You warrant that: (a) you have all necessary rights and permissions to provide Customer Materials to us; (b) our use of Customer Materials in accordance with this Agreement will not infringe third party rights; (c) Customer Materials comply with all applicable laws and regulations; and (d) you will indemnify us against any claims arising from Customer Materials or your breach of these warranties.

6.3 Prohibited Content and Activities. You shall not access, store, distribute or transmit any Viruses, or any material that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; or (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability.

6.4 Service Restrictions. You shall not: (a) except as permitted by applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Services or Documentation; (b) attempt to reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Services; (c) access the Services to build a competing product or service; (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services to any third party; (e) use any robot, spider, scraper or other automated means to access the Services; (f) attempt to gain unauthorised access to our servers or systems; or (g) use the Services in any manner that could damage, disable, overburden, or impair our servers or networks.

6.5 User Management and Security. You shall: (a) ensure each Permitted User maintains a secure password or authentication credential that is kept confidential; (b) maintain a written, up-to-date list of current Permitted Users and provide such list within 5 Business Days of our written request; (c) permit us, or our designated auditor, to audit usage of the Services at reasonable times and on reasonable notice; (d) promptly disable access credentials if audit reveals provision to unauthorised individuals; (e) ensure the maximum number of Permitted Users does not exceed any limits specified in the Order Form or Subscription Plan; (f) use reasonable endeavours to prevent unauthorised access to the Services; and (g) promptly notify us of any suspected unauthorised access or security incidents.

6.6 Harry Services Specific Obligations. If you use Harry Services, you additionally acknowledge and agree that: (a) you are responsible for the accuracy and completeness of job specifications and screening criteria entered into the Services; (b) AI-generated screening scores are indicative assessments and not definitive measures of candidate suitability; (c) you will not rely solely on AI-generated output for employment decisions; (d) you are responsible for compliance with all applicable employment laws in your jurisdiction, including but not limited to the Equality Act 2010; and (e) you are responsible for the content of any communications sent to candidates, whether generated by the Services or otherwise.

7. Fees and Payment

7.1 Payment Terms. Unless otherwise agreed in writing: (a) ALICE Services: Annual subscription fees are payable within fourteen (14) days of the Effective Date; (b) Consulting Services: 50% advance payment prior to commencement, with remainder payable within thirty (30) days of project completion; (c) Talent Placement Services: Our standard fees for a search engagement are calculated at twenty five percent (25%) of the annualised total first year's gross cash compensation (including salary, incentive payments, and sign-on bonuses) offered to and accepted by the successful candidate. Success fees payable within thirty (30) days of candidate placement completion. Talent Placement Services are conducted on an exclusive basis only. Our minimum fee for a search engagement is £10,000. Fees for search engagements are payable in two (2) parts according to the following schedule: (i) Retainer: fifty percent (50%) of the total fee in an up-front payment on commencement of each search; (ii) Completion: fifty percent (50%) of the total fee upon written acceptance of an offer of employment by a candidate, plus or minus any variance calculated to equal an overall total fee of 25% of the annualised total first year's gross cash compensation offered to and accepted by the successful candidate; (d) Harry Services: Subscription fees are payable in advance on a monthly or annual basis as selected by you, processed via our designated payment provider. Free Tier usage is subject to the terms in clause 3.3.7. Subscription fees are non-refundable for partial billing periods. You may upgrade your Subscription Plan at any time; upgrades take effect immediately with pro-rated billing. You may downgrade your Subscription Plan at any time; downgrades take effect at the start of the next billing period. We reserve the right to modify Subscription Plan features, usage limits, and pricing in accordance with clause 7.2.5.

7.2.1 Payment Terms: All fees are payable within thirty (30) days of invoice date (or immediately upon subscription for Harry Services) in GBP unless otherwise agreed, without set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.2.2 VAT: All fees are exclusive of Value Added Tax (VAT) which shall be added to our invoices at the appropriate rate.

7.2.3 Late Payment and Suspension: If payment is not received within thirty (30) days of the due date (or if a subscription payment fails for Harry Services): (a) we may, without liability to you, disable your account and access to all or part of the Services and shall be under no obligation to provide any Services while invoices remain unpaid; (b) interest shall accrue daily at an annual rate equal to 4% over the then current base lending rate of the National Westminster Bank Plc from the due date until fully paid; and (c) we may withdraw any credit granted if we have reasonable grounds for concern about your solvency or ability to pay promptly.

7.2.4 Non-Refundable Fees: Subject to your statutory rights and clauses 13.2 and 14.3, all fees are non-cancellable and non-refundable once Services have commenced or been made available to you.

7.2.5 Fee Increases: We may increase fees: (a) at the start of each renewal period upon 90 days' prior written notice; (b) annually with effect from each anniversary of the Effective Date in accordance with the percentage increase in the Retail Prices Index in the preceding 12-month period; or (c) for Harry Services, upon thirty (30) days' prior written notice, with changes taking effect at the start of your next billing period. Continued use of Harry Services after a price change constitutes acceptance of the new pricing.

8. Intellectual Property

8.1 Our Intellectual Property. We retain all intellectual property rights in: (a) the Services, software, and platforms (including Harry and ALICE); (b) all improvements, enhancements, and developments to our intellectual property; (c) general methodologies, frameworks, and know-how; (d) AI-generated content structures, templates, and prompt engineering; and (e) Documentation and training materials.

8.2 Your Intellectual Property. You retain ownership of: (a) all Customer Data and Customer Materials; (b) your confidential business information; (c) job specifications, screening criteria, and other content you create using the Services; and (d) any bespoke developments created specifically for you (where agreed in writing).

8.3 Limited Licence to Customer. Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable right to permit Permitted Users to use the Services and Documentation during the term solely for your internal business operations, subject to any user number limitations specified in the Order Form or Subscription Plan.

8.4 Usage Rights. You grant us a limited licence to use Customer Materials solely for providing the Services during the term of this Agreement.

8.5 AI-Generated Content. Content generated by Harry Services (including screening summaries, feedback emails, interview questions, and candidate reports): (a) may be used by you for your internal recruitment purposes; (b) should not be represented as having been written by a human without appropriate disclosure where required by law; and (c) remains subject to the disclaimers in clause 5.4 regarding accuracy.

8.6.1 Client Reference Rights: We may include your name and logo in our client lists on websites, social media, or promotional materials.

8.6.2 Logo Usage: Where Services include display of your logo or trademark, you hereby permit us to use and display such logo or trademark on our website and in promotional materials.

8.6.3 Feedback and Suggestions: We may, at our discretion and for any purpose, use, modify, and incorporate into our products, Services, or licensing any feedback, comments, or suggestions you or your Permitted Users send or provide to us.

8.6.4 Feedback Ownership: If you provide us with any suggestions, ideas, improvements, or other feedback regarding any aspect of the Services, we shall own such feedback (but not any Confidential Information of yours contained within such feedback) and shall be free to use and exploit the feedback without payment, attribution, or restriction.

8.7.1 Usage Data Collection: We shall have the right to collect and analyse data and other information regarding your use of the Services, including access, usage patterns, and performance data.

8.7.2 Usage Data Rights: We shall be free (during and after expiration of this Agreement) to use such data and information for our internal business purposes, such as analytics, quality assurance, product and service development, improvement, and churn rate and service level analysis. For clarity, Usage Data does not include Customer Data or candidate Personal Data.

9. Confidentiality

9.1 Each party shall maintain in strict confidence all Confidential Information of the other party and shall not disclose such information except: (a) to employees, officers, or advisers who need to know for purposes of this Agreement; (b) where information becomes publicly available other than through breach of this Agreement; (c) where required by law, court order, or regulatory authority; or (d) with the prior written consent of the disclosing party.

9.2 This clause shall survive termination of this Agreement.

10. Third-Party Services and Integrations

10.1 Third-Party Service Disclaimer: You acknowledge that Services may enable access to third-party products and services at your own risk. We make no representation, warranty or commitment regarding such third parties and have no liability for their content, use, or performance.

10.2 Third-Party Contracts: Any contract with third parties is between you and the relevant third party, not us. We recommend reviewing third-party terms and privacy policies before use.

10.3 Third-Party Service Liability: If you use third-party services in connection with our Services, we will not be responsible for any act or omission of the third party, including their access to Customer Materials.

10.4 Integration Support: We may provide API access and integration support for approved third-party services, subject to additional terms where applicable.

10.5 Payment Processing: Harry Services subscription payments are processed by our designated third-party payment provider (currently Stripe, Inc.). Your use of the payment provider is subject to their terms of service and privacy policy. We are not responsible for the payment provider's processing of your payment information, save to the extent required by applicable law.

10.6 AI Infrastructure: Harry Services utilise third-party AI infrastructure providers for AI Processing. We maintain contractual protections with such providers as described in clause 5.3. You acknowledge that AI Processing involves transmission of Anonymised Screening Data to these providers for the sole purpose of generating AI output.

11. Service Levels and Support

11.1 Service Level Agreement: We shall provide Services in accordance with our Service Level Agreement, which forms part of this Agreement.

11.2 ALICE Service Levels: We commit to 99.5% availability during UK business hours with four (4) hour response times for critical issues.

11.3 Harry Service Levels: We commit to 99% availability during each calendar month, measured excluding scheduled maintenance. Support is provided via email during Normal Business Hours with the following response times: (a) critical issues (service unavailable): four (4) Business Hours; (b) significant issues (major feature impaired): one (1) Business Day; (c) general enquiries: two (2) Business Days. Enhanced support may be available under higher-tier Subscription Plans as detailed on our website.

11.4 Support Services: We shall provide customer support during Normal Business Hours in accordance with our Support Services Policy.

11.5 Support Exclusions and Limitations: We will not provide support and have no liability where issues arise from: (a) your failure, error, negligence or breach of this Agreement; (b) your use of Services in violation of our Acceptable Use Policy; (c) your introduction of any Viruses or any cookies, web-tags, code or script which have not been provided by us; (d) any defect or issue with your websites, databases, equipment or systems; (e) any Customer Materials; or (f) any changes, modifications or repairs to the Services which are not undertaken or authorised by us, or any damage which you cause to the Services. We may still provide support in relation to such issues for an additional fee.

11.6 Trial Features: Any Trial Features are provided "as is" without warranty of any kind and may be discontinued at any time without notice. We exclude all liability in connection with Trial Features.

11.7 Emergency Suspension: We may immediately suspend your use of or access to Services if there is: (a) use of Services that does or could disrupt the Services, other customers' use of services or the infrastructure used to provide Services; or (b) unauthorised third party access to Services using your account. We will make commercially reasonable efforts to suspend access only so far as needed in the circumstances.

12. Insolvency and Financial Distress

12.1 Insolvency Events: Either party may terminate this Agreement immediately upon the other party becoming subject to an Insolvency Event.

12.2 Credit Withdrawal: We reserve the right to withdraw credit terms if we have reasonable grounds for concern about your solvency or ability to pay promptly, in which case Services may be suspended until such time as any amounts payable have been received in full and in cleared funds.

13. Limitation of Liability

13.1 Nothing in this Agreement limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of data protection legislation resulting in regulatory fines; or (d) any other liability that cannot be limited or excluded by law.

13.2 Subject to clause 13.1, our total liability for any claim or series of related claims shall be limited to: (a) ALICE Services: twelve (12) months of subscription fees; (b) Consulting Services: fifty percent (50%) of total fees paid for the specific project; (c) Talent Placement Services: total placement fees received; (d) Harry Services (paid subscriptions): the total fees paid by you in the twelve (12) months preceding the date on which the claim arose; (e) Harry Services (Free Tier): one hundred pounds (£100).

13.3 We shall not be liable for indirect, consequential, or special damages, including loss of profits, revenue, data, or business opportunities.

13.4 AI-Specific Limitations: Without prejudice to clause 13.1, we exclude liability for: (a) any claims arising from proper use of AI recommendations where human oversight was exercised as required by these Terms; (b) any employment decisions made by you based on AI-generated output; (c) any claims by candidates arising from screening outcomes, feedback communications, or assessment results generated through the Services; and (d) any inaccuracies in AI-generated content that could reasonably have been identified through the human review required by these Terms.

13.5 Recruitment Decisions: You acknowledge that Harry Services provide AI-generated recommendations to assist your recruitment process and that all hiring, rejection, and other employment decisions are made solely by you. We accept no liability for the consequences of your recruitment decisions, whether or not they were informed by AI-generated output from the Services.

14. Term and Termination

14.1 This Agreement commences on the Effective Date. For Services purchased on a subscription basis, the Agreement continues for the initial subscription term specified in the Order Form or Subscription Plan, automatically renewing for successive renewal periods unless terminated in accordance with this clause.

14.2 Harry Services Term: (a) Monthly subscriptions may be terminated by either party by providing notice before the end of the current billing period; (b) Annual subscriptions continue for the initial twelve-month term and automatically renew for successive twelve-month periods unless terminated by either party giving thirty (30) days' written notice prior to the end of the then-current term; (c) Free Tier accounts may be terminated by either party at any time without notice.

14.3 Termination Rights: Either party may terminate this Agreement: (a) by giving thirty (30) days' written notice (subject to any minimum term commitments); (b) immediately if the other party commits a material breach that remains unremedied for thirty (30) days after written notice; (c) immediately upon an Insolvency Event; or (d) immediately if the other party or its representatives engage in behaviour that could reasonably damage our reputation.

14.4 Consequences of Termination. Upon termination for any reason: (a) all licences granted under this Agreement shall immediately terminate and you shall immediately cease (and ensure that all Permitted Users cease) all use of the Services and Documentation; (b) you must immediately pay to us (or, if applicable, we may retain) any sums due to us under or in connection with this Agreement which are due; (c) we will not refund any fees paid in advance in respect of Services not provided as at termination, except where termination is due to our material breach; (d) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; (e) subject to clause 4.4 and section 10 of any applicable DPA, we will not return any Customer Data unless we receive, no later than 10 days after the effective date of termination, a written request from you to do so, and we shall use reasonable commercial endeavours to deliver the most recent back-up of Customer Data within 30 days of receipt of such request, provided that you have paid all fees and charges outstanding and you shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data; (f) for Harry Services, Anonymised Screening Data associated with your account will be deleted within ninety (90) days of termination unless you request earlier deletion; (g) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect; and (h) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced.

15. Force Majeure

15.1 Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control ("Force Majeure Event"), including acts of God, war, terrorism, pandemic, government action, strikes, or failure of telecommunications networks.

15.2 The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact and bring the Force Majeure Event to a close.

15.3 Performance shall be suspended for the duration of the Force Majeure Event, with equivalent extension of time for performance.

16. General Provisions

16.1 Entire Agreement: This Agreement (including our Privacy Policy, Service Level Agreement, Data Processing Addendum and, where applicable, ALICE Privacy Addendum) constitutes the entire agreement and supersedes all prior negotiations and agreements.

16.2 Order of Precedence: In case of conflict between the documents forming this Agreement, the following order applies: (1) Order Form (where applicable); (2) these Terms of Service; (3) Data Processing Agreement (where applicable); (4) Privacy Policy. In case of conflict between documents regarding ALICE Services only, the ALICE Privacy Addendum shall take precedence, followed by (1) Order Form; (2) these Terms of Service; (3) Data Processing Agreement (where applicable); (4) Privacy Policy.

16.3 Variation: This Agreement may only be varied by written agreement signed by both parties, except that we may update these Terms from time to time by posting the updated version on our website and providing you with 30 days' notice of material changes. For Harry Services, continued use of the Services after such notice period constitutes acceptance of the updated Terms.

16.4 Assignment: You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement without our prior written consent. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.

16.5 Severability: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent necessary but that shall not affect the validity and enforceability of the rest of this Agreement.

16.6 No Waiver: No failure or delay by a party to exercise any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.7 Partnership and Agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

16.8 Notices: All notices shall be in writing and delivered by email to the addresses in the Order Form or to the email address associated with your account (deemed received upon successful transmission as shown by the absence of any 'bounceback' message, or if successful transmission is not during Normal Business Hours, at 9:00am on the first Business Day following successful transmission) or by first-class post (deemed received on the second Business Day after posting).

16.9 Governing Law: This Agreement is governed by English law and parties submit to the exclusive jurisdiction of English courts.

16.10 Third Party Rights: No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision.

16.11 Anti-Bribery Compliance: Each party represents that it has not received or been offered, directly or indirectly, any illegal or improper bribe, kickback, payment, gift, or other thing of value from an employee or agent of the other party in connection with this Agreement. Each party will take no action that would cause either party to be in violation of any anti-bribery or anti-corruption laws, including the UK Bribery Act, the US Foreign Corrupt Practices Act, and any other applicable anti-bribery or anti-corruption law or regulation.

Effective Date: 5th July 2026