Terms of Service

These Terms of Service (the “Agreement”) are entered into between Eloquent AI, Inc. (“Eloquent AI”, “we”, “us” or “our”) and the business or other legal entity registering for or purchasing the Services (“Customer”, “you” or “your”). If you accept this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity. In that case, “Customer”, “you” and “your” refer to that entity.

This Agreement governs Customer’s access to and use of Eloquent AI’s AI operator platform and related software, integrations and services (the “Services”), including any free trial, evaluation, proof of concept or paid subscription. The Services are provided solely for business and professional purposes.

Customer accepts this Agreement by indicating acceptance through an online registration, subscription or ordering process, or by entering into an Order Form that references this Agreement. The following documents are incorporated into and form part of this Agreement, subject to their applicable scope:

The Privacy Policy:

https://www.eloquentai.co/information/privacy-policy

The Acceptable Use Policy – setting acceptable use conditions: https://www.eloquentai.co/information/acceptable-use-policy

The Data Processing Addendum (DPA) – outlining data privacy and compliance commitments: https://www.eloquentai.co/information/data-processing-addendum

The EU Data Act Addendum – applicable to Services within its scope:

https://www.eloquentai.co/information/eu-data

API Terms:

https://www.eloquentai.co/information/api-terms

The Modern Slavery Policy:
https://www.eloquentai.co/information/modern-slavery-policy

The Anti Bribery, Corruption and Financial Crime Policy: https://www.eloquentai.co/information/anti-bribery-corruption-and-financial-crime-abc-aml-policy

The applicable service scope, subscription plan, usage limits, fees and subscription period are those presented to and accepted by Customer through the relevant online process or specified in an agreed Order Form. Changes to this Agreement and its incorporated documents are governed by Section 8.4.

If there is a conflict, these Terms of Service prevail over an Order Form or other incorporated document, unless both parties expressly agree otherwise in writing. The EU Data Act Addendum prevails concerning matters within its applicable scope. The DPA and mandatory international-transfer instruments retain their applicable precedence.

By accepting this Agreement, you agree on behalf of Customer to be bound by these Terms of Service and the applicable documents incorporated above. If you do not agree, or do not have authority to bind Customer, you must not register for or use the Services.

1. Key Definitions

For clarity throughout this Agreement, the following terms are defined:

• "Action" means a discrete system operation executed by the Operator within a defined workflow, including but not limited to updating data, initiating a transaction, retrieving information, modifying records, triggering notifications, or completing a task across integrated systems.
• "Aggregated and Statistical Information" means anonymised data generated by use of the Services that cannot identify the Customer or its users or consumers.
• "Agreement" means these Terms of Service, together with any applicable Order Form and the documents expressly incorporated by reference. An Order Form is not required where Customer accepts these Terms through online registration.
• "AI Operator" means Eloquent AI’s proprietary AI-powered system that performs customer service Actions and Conversations on behalf of the Customer.
• “Authorised Users” means Customer’s employees and contractors whom Customer authorises to access and administer the Services on its behalf within the agreed scope. Authorised Users do not include End Users solely because they interact with an AI Operator.
• "Conversation" means an interaction between the Operator and an end user in which the Operator provides information, guidance, or responses to queries without executing an Action. A Conversation does not include any modification of records, system updates, transaction initiation, or workflow execution.
• "Core Platform" means the dashboard made available by Eloquent AI through which the Customer may monitor performance metrics and view Operator activity logs relating to the Actions and the Conversations.

• "Customer Data" means any data, content or information provided or made available by or on behalf of Customer, or accessed, collected, generated or recorded on Customer’s behalf through the Services in connection with the agreed workflows. This includes Customer-provided knowledge bases, business rules, policies, procedures and workflow materials; end-user communications; recordings and transcripts; and customer-specific outputs and workflow activity records.

  Customer Data does not include Eloquent AI’s underlying software, models, algorithms, platform architecture, tools, methodologies or other proprietary technology. This exclusion does not remove protection from Personal Data or Customer Confidential Information merely because it is incorporated into, processed by or stored within that technology.

  Customer Data also excludes Feedback as separately defined in the Agreement, and effectively anonymised information generated and used in accordance with the Agreement and DPA. These exclusions do not authorise additional processing or override confidentiality or data-protection obligations.

• “Disaster” means a material, unplanned event causing a complete and widespread failure of the Platform infrastructure, resulting in the inability of all or substantially all customers to access core functionality of the Services, and requiring invocation of Eloquent AI’s formal disaster recovery procedures.
• “Effective Date” means the date Customer first accepts this Agreement through the online acceptance process described above or, where Customer first accepts through an Order Form, the effective date specified in that Order Form or, if none is specified, the date that Order Form is accepted by both parties. A later Order Form does not reset the Agreement’s Effective Date unless expressly agreed. The commencement of a paid subscription remains governed by Section 7.1.3.
• “End Users” means Customer’s customers, prospective customers and other individuals who interact with Customer through the Services.
• “Force Majeure Event” means an event beyond the affected party’s reasonable control that prevents or delays performance of an obligation under this Agreement, as addressed in Section 8.7.
• “Order Form” means a written or electronic order referencing this Agreement and accepted by the parties, including an online subscription or ordering process completed by Customer and confirmed by Eloquent AI. An Order Form may specify the Services, subscription plan, usage allowances, fees, subscription period and any additional agreed services.
• "Services" means Eloquent AI’s proprietary AI operator platform and related software, APIs and functionality made available to Customer under the applicable subscription plan, trial or Order Form. Onboarding, implementation, training, simulation, support and other professional services are included only to the extent expressly stated in that plan, trial offer, Order Form or this Agreement.
• "Term" means the period during which Customer is entitled to access the Services under this Agreement, including any applicable trial period, Initial Term and Renewal Terms, as specified in the relevant online registration or ordering process, Order Form or Section 7.
• “Third-Party Platforms” means software, systems, applications, communication channels or other products or services not provided by Eloquent AI that connect to, interoperate with or are accessed through the Services. Responsibility for those platforms is determined by their actual role and the applicable provisions of this Agreement and the DPA.

2. Services and Performance

2.1. Scope of Services

Provision of Services

Eloquent AI will make available the Services included in Customer’s selected subscription plan, trial offer or applicable Order Form, subject to this Agreement. Customer’s access is limited to the applicable subscription period, features, channels, workflows, usage allowances and other expressly agreed scope restrictions.

Right to Use

Subject to Customer’s compliance with this Agreement and payment of applicable fees, Eloquent AI grants Customer a limited, non-exclusive right during the Term to access and use the Services for Customer’s business operations, including interactions with its End Users through approved channels and integrations. Customer may permit its Authorised Users to access the Services on its behalf. Resale, sublicensing, service-bureau access or making the platform available for another business’s independent use requires Eloquent AI’s prior written consent. Approved interactions with End Users do not constitute resale or sublicensing.

Implementation and Additional Services

Onboarding, workflow configuration, training, simulation testing, migration, custom integrations and other professional services are included only where expressly stated in the applicable subscription plan or Order Form. Additional work or changes to the agreed scope may require separate written agreement and additional fees. Support is governed by Section 2.3.

Feature Availability

Particular features, channels, workflows and integrations may depend on Customer’s subscription plan, configuration, technical compatibility, geographic availability, applicable law and third-party provider requirements. Access to the Services does not entitle Customer to every feature, integration or subsequently released product.

Changes to the Services

Eloquent AI may update, modify or replace features, models, interfaces, integrations and underlying technologies from time to time, provided that such changes do not materially reduce the overall functionality of the paid Services purchased by Customer during the then-current subscription period. This provision does not limit suspension rights under this Agreement or changes permitted under the applicable trial or beta terms, and does not override expressly agreed service levels or data-protection obligations.

2.2. Service Availability

Scope and Target Availability

For paid production subscriptions, Eloquent AI will use commercially reasonable efforts to make the AI Operator and Core Platform available at least 99.8% of each calendar month (“Target Availability”).

Target Availability does not apply to free trials, evaluation access, proofs of concept or Beta Features unless expressly agreed in the applicable Order Form. The Services are not guaranteed to operate without interruption or error.

Uptime Calculation

Availability is assessed separately for each affected Service:

• AI Operator: whether the system is available to receive and process supported requests and initiate configured Actions within Customer’s agreed scope.
• Core Platform: whether Authorised Users can access the dashboard and use its core administration functionality.

Availability measures access to and operation of the relevant Service. It does not guarantee the accuracy of an output, completion of every individual Action or workflow, or a particular business outcome. An isolated failed request or Action does not, by itself, establish that the Service was unavailable.

Exclusions

Solely for calculating Target Availability, unavailability is excluded to the extent caused by:

(a) Customer’s misuse, unauthorised use or failure to follow applicable technical instructions;

(b) general internet outages, force majeure events or other circumstances outside Eloquent AI’s reasonable control;

(c) Customer’s systems, networks, configurations or Customer-appointed providers;

(d) failures or interruptions of third-party hosting, AI, communications or other dependency services outside Eloquent AI’s reasonable control; or

(e) Scheduled Maintenance or reasonable emergency maintenance.

These exclusions do not excuse a separate breach of Eloquent AI’s express contractual obligations or alter its responsibility for delegated obligations under Section 2.5.

Scheduled Maintenance

“Scheduled Maintenance” means planned routine maintenance notified to Customer, including through status.eloquentai.co, at least twenty-four (24) hours in advance. Emergency maintenance may be performed without advance notice where reasonably necessary. Eloquent AI will provide information about emergency maintenance as soon as reasonably practicable.

Remedy

If there is a verified failure to achieve Target Availability for Customer for the same affected Service in three (3) consecutive calendar months, Customer may terminate that Service by written notice within thirty (30) days after the end of the third month.

Eloquent AI will refund prepaid fees attributable to the terminated Service for the unused portion of the applicable subscription period following termination.

This termination and refund right is Customer’s sole and exclusive remedy, and Eloquent AI’s sole and exclusive liability, for failure to meet Target Availability. It does not limit remedies for a separate breach of security, confidentiality, data-protection or other express obligations, which remain subject to the Agreement’s applicable liability limitations and exclusions.

2.3. Support and Incident Management

Standard Support

For paid production subscriptions, Eloquent AI will provide reasonable technical support for the Services through support@eloquentai.co during its published business hours, Monday to Friday, excluding applicable public holidays.

Dedicated Slack channels, workflow optimisation, custom development, implementation assistance and enhanced support are included only where expressly stated in Customer’s subscription plan or Order Form.

Emergency Channel

For urgent Priority-1 incidents (platform outage, data-blocking defects, security incidents), support is available 24 hours a day, seven days a week. Customer may email emergency.support@eloquentai.co for prioritised assessment.

Incident Detection and Response

Eloquent AI continuously monitors the Services to detect outages or performance degradation. For material incidents affecting Customer’s use of the Services, Eloquent AI will use commercially reasonable efforts to meet the following operational reporting targets, which are not guaranteed deadlines:

• Notify the Customer within thirty (30) minutes after detecting the material incident, describing the known impact and mitigation steps;
• Provide progress updates at least every sixty (60) minutes until resolution; and
• Deliver a post-incident report within five (5) business days after resolution, summarising the root cause, remediation and preventive measures to the extent then known.

Disaster Recovery

Eloquent AI maintains a documented disaster-recovery and business-continuity plan, reviewed and tested at least annually. The plan includes:

• Redundant infrastructure across separate availability zones;
• Automated backups stored in geographically distinct locations;
• A target Recovery Point Objective (RPO) of one (1) hour; and
• A target Recovery Time Objective (RTO) of four (4) hours for restoration of core platform availability.

Eloquent AI will use commercially reasonable efforts to achieve these RPO and RTO targets; they are recovery objectives, not guaranteed outcomes. In the event of a Disaster, Eloquent AI will invoke the recovery plan. Notification and progress updates to affected Customers follow the operational reporting targets under Incident Detection and Response above. These reporting targets do not limit or delay any notification or other obligation under Section 4.5, the DPA or applicable law.

Exclusions and Limitations

Support does not include correcting Customer-controlled systems, third-party products or issues caused by unauthorised use, except to the extent necessary to fulfil Eloquent AI’s express obligations under this Agreement. Additional assistance may be offered subject to separately agreed scope and fees.

Free trials, evaluation access, proofs of concept and Beta Features carry no support commitments unless expressly stated in the applicable offer or Order Form.

Remedies solely for failure to meet Target Availability are governed by Section 2.2. This Section does not exclude responsibility for a separate breach of Eloquent AI’s express obligations or its responsibility for delegated obligations under Section 2.5

Beta, Preview, and Experimental Features

Eloquent AI may offer features identified as beta, preview, experimental, early access or a similar designation (“Beta Features”). Customer may choose whether to use Beta Features, subject to any additional terms made available before activation.

Beta Features are provided for internal testing and evaluation only and must not be used for production-critical workflows unless expressly authorised by Eloquent AI in writing. They may contain errors, inaccuracies, incomplete functionality or other limitations.

Eloquent AI may modify, suspend or discontinue Beta Features at any time without notice and has no obligation to maintain them or make them generally available. Beta Features may be offered with or without charge. Any introduction or change of charges will be notified in advance, and Customer may discontinue use before those charges take effect.

Unless expressly agreed otherwise in writing, Beta Features are provided “as is” and “as available”, without warranties, indemnification obligations, support commitments, service levels or operational response and recovery targets.

To the maximum extent permitted by applicable law and subject to Section 6.1.4, Eloquent AI shall have no liability arising from or relating to Customer’s use of Beta Features.

The Agreement’s confidentiality obligations and the DPA remain applicable. Beta access does not authorise processing of restricted data or bypassing the safeguards required by the AUP.

2.4. Customer Responsibilities

Account Information and Eligibility

Customer must provide accurate registration, billing and contact information and keep it current. The Services are provided solely for business and professional purposes. Individuals registering for or administering Customer’s account must be at least eighteen (18) years old and authorised to act on Customer’s behalf.

Authorised Users and Account Security

Customer is responsible for its Authorised Users’ compliance with this Agreement and for activity conducted through its accounts, except to the extent caused by Eloquent AI’s breach of this Agreement.

Customer must safeguard passwords, API keys and other access credentials, restrict access to authorised personnel and approved integrations, and promptly revoke access when it is no longer authorised. Individual user credentials must not be shared. Credentials for approved automated integrations must be managed through secure authentication mechanisms in accordance with the AUP and applicable API Terms.

Customer must promptly notify Eloquent AI of suspected unauthorised access, compromised credentials or material security issues affecting its use of the Services.

Customer Materials and Cooperation

Customer is responsible for the accuracy, quality, legality and completeness of the data, knowledge-base content, business rules, instructions and other materials it supplies or makes available to the Services.

Customer must provide timely access, information, decisions and cooperation reasonably necessary for Eloquent AI to deliver the agreed Services. Eloquent AI is not responsible for delays or failures to the extent caused by Customer’s failure to fulfil these responsibilities.

Permissions and Connected Systems

Customer must obtain and maintain all rights, licences, permissions, notices, consents and other lawful authorisations necessary for Eloquent AI to access and process Customer Data, interact with connected systems and execute Customer-approved workflows.

Customer must ensure that its use of third-party systems, communication channels and automated interactions complies with applicable law, third-party rights and contractual restrictions. Connecting a system to the Services does not itself establish permission to automate or access that system.

Lawful Use and Deployment

Customer must comply with this Agreement, the AUP, applicable API Terms, agreed usage limits and applicable law. Customer must take reasonable measures to communicate and enforce applicable use restrictions in its customer-facing deployments.

Customer must comply with the AUP’s requirements for restricted data, credentials, testing and deployment safeguards. Any required authorisation for restricted-data processing must be obtained before that processing begins and documented as required by the AUP and DPA.

Customer remains responsible for approving and overseeing its workflows under Section 2.7. These responsibilities do not relieve Eloquent AI of obligations expressly allocated to it under this Agreement or applicable law.

2.4.1 Suspension of Services

Eloquent AI may suspend, restrict or throttle access to all or part of the Services where it reasonably determines that:

(a) Customer has breached this Agreement, the AUP or applicable law;

(b) Customer’s use creates a material security, fraud, data-loss or operational risk to Eloquent AI, the Services, other customers or third parties;

(c) Customer exceeds applicable usage allowances or its usage materially impairs the performance, availability or integrity of the Services;

(d) Customer fails to pay undisputed fees when due; or

(e) suspension is reasonably necessary to comply with applicable law, a binding governmental requirement or to prevent material legal or regulatory exposure arising from Customer’s use.

Eloquent AI may investigate suspected violations and apply protective restrictions where there is a reasonable factual basis for the suspected violation or risk.

Notice and Urgent Action

Eloquent AI will provide written notice before or when applying a restriction where reasonably practicable. It may act without advance notice where delay would increase the relevant risk or notice is legally prohibited, and will notify Customer promptly afterwards when legally permitted.

Scope and Restoration

Eloquent AI will use commercially reasonable efforts to limit restrictions to the affected accounts, features or Services and to restore access once the underlying issue has been resolved. Customer must reasonably cooperate with investigation and remediation, stop the relevant misuse, lawfully preserve relevant evidence and implement proportionate corrective measures within its control.

Customer may request review of a restriction through support@eloquentai.co. Eloquent AI will consider the request in good faith and explain its determination to the extent consistent with applicable law, security and confidentiality.

Fees and Other Rights

Suspension does not itself terminate this Agreement. Fees remain payable in accordance with the Agreement, and a suspension properly imposed under this Section does not, by itself, entitle Customer to a refund or credit.

For calculating Target Availability under Section 2.2, periods of suspension properly imposed under this Section are excluded. This exclusion does not excuse a separate breach by Eloquent AI or override an express refund remedy or rights that cannot lawfully be excluded.

Any termination remains subject to Section 7.

2.5. Subcontractors

Eloquent AI may appoint subcontractors and Subprocessors, including hosting, AI and communications providers, to perform obligations under this Agreement. Eloquent AI remains responsible for performance of the obligations it delegates to them, subject to the Agreement’s applicable liability limitations, exclusions and remedies, except where applicable law or mandatory transfer provisions require otherwise. This does not guarantee uninterrupted, error-free or unchanged supplier services. Section 5.5 governs Customer systems, Customer-appointed providers and external platforms whose performance Eloquent AI has not undertaken to provide. Classification depends on a provider’s actual role; merely approving or connecting an integration does not make its operator an Eloquent AI subcontractor. The DPA’s subprocessor authorisation, notice, objection and international-transfer requirements remain unaffected.

2.6. AI Systems Disclaimer

The Services use artificial intelligence and machine-learning technologies to generate content and execute Actions within configured workflows. These technologies have inherent limitations. Outputs and results may be inaccurate, incomplete, outdated, non-unique or unexpected, and may vary depending on inputs, configurations, connected systems and underlying models.

Workflow rules, validation checks and guardrails are designed to reduce risk but do not guarantee that every output or Action will be correct, consistent or successfully completed.

Customer is responsible for assessing the suitability of the Services for its intended use, validating workflows before deployment and maintaining appropriate monitoring, review and human oversight in accordance with Section 2.7 and the AUP. Customer must not rely on the Services as the sole basis for decisions requiring legally mandated human review, professional judgement or regulatory approval.

The Services do not provide legal, financial, investment, accounting, tax, medical, underwriting, compliance or other regulated professional advice and are not a substitute for appropriately qualified professionals. Eloquent AI does not assume Customer’s business decision-making or regulatory responsibilities merely because the Services execute Customer-approved workflows.

Except as expressly stated in this Agreement, Eloquent AI makes no representation or warranty regarding the accuracy, completeness, reliability or suitability of any output, Action or result, or that use of the Services will satisfy Customer’s legal, regulatory or industry-specific requirements or achieve a particular business outcome.

Similar or identical outputs may be generated for other customers. Customer acquires no rights in another customer’s outputs merely because they resemble its own.

This Section does not override Eloquent AI’s express obligations under this Agreement or the DPA. Warranties, indemnities and liability remain governed by Section 6.

2.7 Workflow Approval and Operational Responsibility

Workflow Approval

Before production deployment, Customer must review, test and approve each workflow’s purpose, permitted Actions, connected systems, data access, business rules, authority limits, escalation criteria and human approval points. This responsibility applies whether the configuration is prepared by Customer, Eloquent AI or using templates or AI-generated suggestions.

Customer must ensure that its instructions and configurations are accurate, current and appropriate for its intended use. Material changes to workflows, connected systems or business rules must be reviewed and revalidated before production use.

Operational Controls

Customer must implement and maintain appropriate controls within its responsibility, including least-privilege access, proportionate transaction or Action limits, activity monitoring, failure alerts and the ability to pause or disable automation.

Sensitive or irreversible Actions must be subject to risk-appropriate approval gates. Customer must promptly contain harmful or incorrect automation within its control, notify Eloquent AI of material issues and reasonably cooperate with investigation and remediation.

Consequential Decisions and Human Oversight

Customer remains responsible for its business, legal, compliance, underwriting, servicing, payment, fraud, risk and customer-communication decisions.

Workflows materially affecting credit eligibility, underwriting, insurance coverage or claims, access to essential services, or consequential fraud decisions require a documented assessment, approval by an authorised Customer owner and review by appropriately qualified personnel before a consequential decision is finalised or communicated.

Routine factual servicing, approved record updates, repayment-date changes, screening and administrative assistance may be automated within the agreed scope and safeguards. Authorisation of those activities does not authorise autonomous consequential decisions.

No workflow approval, Order Form or permission from Eloquent AI removes any legally required human oversight, professional review, regulatory approval or lawful basis for processing.

AI Disclosures and Communications

Customer must prepare, configure and maintain appropriate disclosures informing End Users that they are interacting with an AI system, including a synthetic voice where applicable, and must not falsely represent AI-generated interactions as human-generated.

Customer must provide required AI disclosures no later than the first interaction and obtain all legally required communication, recording and synthetic-voice consents. Recording notices and consents must be provided or obtained before recording where required by law. Customer must respect applicable opt-outs and preserve legally required labelling or provenance information.

Customer must not disable or bypass required notices, consent controls or safeguards.

End-User Assistance

Customer must provide an accessible route for End Users to report harmful outputs, incorrect Actions or suspected misuse, obtain appropriate human assistance and seek correction. Customer must reasonably investigate material reports and escalate unresolved risks to Eloquent AI.

Allocation of Responsibility

These duties apply to matters within Customer’s responsibility and control. Eloquent AI remains responsible for obligations expressly allocated to it under this Agreement and the DPA. Each party remains responsible for obligations imposed directly on it by applicable law.

2.8. Free Trials and Evaluation Access

Scope and Duration

Eloquent AI may provide free trial or evaluation access to the Services (“Trial Access”) for the period specified during registration or otherwise communicated to Customer. Trial Access is solely for evaluating whether to purchase the Services and may be subject to feature, usage, workflow or other restrictions.

Trial Access does not include implementation, custom integrations or other professional services unless expressly agreed in writing. Customer must not use Trial Access for live production workflows unless expressly authorised by Eloquent AI.

Trial Restrictions

Customer must comply with this Agreement, the AUP and any trial-specific conditions disclosed before acceptance. Customer must not circumvent trial limits, create multiple accounts to obtain repeated trials or otherwise misuse Trial Access.

Eloquent AI may modify, restrict, suspend or discontinue Trial Access at any time, with or without notice, subject to applicable law and its obligations concerning Customer Data.

No Standard Service Commitments

Unless expressly agreed otherwise in writing, Trial Access is provided “as is” and “as available”, without warranties, indemnification obligations, support commitments, service levels or operational response and recovery targets.

To the maximum extent permitted by applicable law and subject to Section 6.1.4, Eloquent AI shall have no liability arising from or relating to Trial Access.

The Agreement’s confidentiality obligations and the DPA remain applicable. Trial Access does not authorise restricted-data processing or bypassing safeguards required by the AUP.

Expiry and Automatic Paid Conversion

Unless expressly agreed otherwise, a free trial, evaluation period or paid proof of concept automatically converts into a twelve (12)-month paid subscription immediately upon expiry of the agreed trial or POC period, unless Customer cancels before that period ends.

The applicable subscription plan, fees, annual subscription commitment, total minimum fees for that term, billing frequency, conversion date and cancellation method must be disclosed to and accepted by Customer through the registration or ordering process or applicable Order Form before the trial or POC begins. By accepting those terms, Customer authorises the paid subscription to commence automatically and authorises Eloquent AI to invoice Customer or charge its authorised payment method accordingly.

Customer may prevent conversion by cancelling through the cancellation mechanism provided in its account or by sending written notice to support@eloquentai.co before the trial or POC period expires. No thirty-day notice period applies solely to preventing this conversion. Following conversion, the subscription’s renewal and cancellation provisions under Section 7 apply.

Unused trial allowances expire at the end of the trial and do not carry into the paid subscription unless expressly stated otherwise. Unused purchased credits remain subject to their applicable expiry terms and do not delay subscription commencement or reduce any minimum commitment.

Cancellation before conversion does not affect fees already payable for an agreed paid POC or other authorised charges. Those fees remain non-refundable except as expressly provided in this Agreement or required by applicable law.

If the paid conversion terms have not been disclosed to and accepted by Customer, access ends when the trial or POC period expires unless Customer separately purchases a subscription.

A paid POC remains governed by its Order Form and is not treated as free Trial Access for the other provisions of this Section.

Customer Data

Customer should export any data it wishes to retain before Trial Access ends. Following expiry or termination, Customer Data remains subject to the return, deletion and permitted-retention provisions of Section 4.8 and the DPA. Eloquent AI is not required to maintain platform access solely to enable an export; Customer may exercise its applicable export rights by written request.

Paid Proofs of Concept

A paid proof of concept is governed by its applicable Order Form and the relevant provisions of this Agreement. It is not Trial Access merely because it is described as a pilot, evaluation or proof of concept.

3. Payment and Fees

3.1. Fees and Usage Credits

3.1.1. Applicable Charges

Customer must pay the fees, minimum commitments and other charges specified in the applicable Order Form or accepted online ordering process. These may include subscription fees, prepaid usage credits, usage-based charges, implementation fees and other expressly agreed charges.

No fixed initial purchase or minimum monthly commitment applies unless specified in Customer’s accepted order. Minimum commitments remain payable regardless of actual usage. Except as expressly provided in this Agreement or required by applicable law, fees are non-refundable.

3.1.2. Usage Credits

The applicable pricing arrangement will specify how credits are allocated and consumed. Unless expressly agreed otherwise:

(a) credits included in a recurring subscription or monthly commitment expire at the end of the billing period for which they are allocated and do not carry forward;

(b) separately purchased prepaid credits expire twelve (12) months after allocation;

(c) renewal does not extend a credit’s original expiry date;

(d) unused credits do not reduce or postpone subscription fees, minimum commitments or the commencement of paid billing; and

(e) unused credits expire when this Agreement expires or terminates, subject to any express refund entitlement or applicable law.

Credits may be used only for the Services and usage categories for which they are allocated. They are not transferable or redeemable for cash, except where an express refund entitlement applies.

3.1.3. Usage Measurement and Outcome-Based Pricing

Billable usage, credit rates and any applicable success criteria will be specified in Customer’s accepted pricing arrangement. Outcome-based or “pay-for-success” pricing applies only where expressly included in that arrangement.

Where outcome-based pricing applies, the pricing arrangement must identify the billable workflow outcome, including whether an approved escalation or handoff constitutes completion. A handoff required by Customer’s policies or approval requirements may be charged where expressly identified as a billable outcome.

Unless expressly agreed otherwise for outcome-based pricing, no usage charge applies to an Action that fails to meet the agreed success criteria because of an error within Eloquent AI’s systems. Where a Conversation leads to a billable Action within the same workflow, only the Action is charged.

These charging rules do not reduce separately agreed subscription fees or minimum commitments.

3.1.4. Additional Usage and Pricing Tiers

Usage exceeding an included allowance will be charged at the rates specified in Customer’s accepted pricing arrangement.

Automatic movement to a higher pricing tier, including an increase in the recurring minimum commitment, applies only where the thresholds, rates and effective timing were disclosed to and accepted by Customer. Where that arrangement specifies that the increased commitment continues despite a subsequent reduction in usage, it remains payable until changed or terminated in accordance with this Agreement.

3.1.5. Free Trials, Evaluations and Paid Proofs of Concept

Unless expressly agreed otherwise, a free trial, evaluation period or paid proof of concept automatically converts into a twelve (12)-month paid subscription immediately upon expiry of the agreed period, unless Customer cancels before that period ends, in accordance with Section 2.8.

The applicable subscription plan, fees, annual subscription commitment, total minimum fees for that term, billing frequency, conversion date and cancellation method must be disclosed to and accepted by Customer before the trial or POC begins. No further signature or acceptance is required at conversion where Customer has already accepted those terms.

Customer may prevent conversion by using the cancellation mechanism provided in its account or sending written notice to support@eloquentai.co before the trial or POC period expires. No thirty-day notice period applies solely to preventing conversion. Following conversion, renewal and cancellation are governed by Section 7.

If the paid conversion terms have not been disclosed to and accepted by Customer, access ends upon expiry unless Customer separately purchases a subscription.

Unused free trial allowances expire at the end of the trial unless expressly agreed otherwise. Unused purchased credits remain subject to Section 3.1.2 and do not delay conversion or reduce any minimum commitment.

Fees and included credits for a paid POC must be specified in its Order Form, including whether POC fees are included in or additional to an initial credit purchase. Agreed POC fees remain payable in full if Customer cancels or elects not to continue, subject to any express refund entitlement or applicable law.

Discussions about extending a trial or POC do not postpone its expiry, automatic conversion or billing unless Eloquent AI agrees to the extension in writing.

3.2. Billing and Payment

3.2.1. Billing Commencement and Frequency

Paid subscription billing begins on the commencement date specified in Customer’s accepted order or immediately upon automatic conversion under Section 3.1.5.

Unless the accepted order specifies otherwise:

(a) subscription fees and minimum commitments are billed monthly in advance;

(b) initial credit purchases and paid POC fees are invoiced upon acceptance of the relevant order;

(c) additional usage charges are billed monthly in arrears; and

(d) separately purchased credits are payable before use.

Where annual or another billing frequency is expressly agreed, that schedule applies instead. Billing frequency does not itself change the agreed subscription duration.

3.2.2. Payment Terms

Invoices are due within seven (7) calendar days of the invoice date unless otherwise specified in Customer’s accepted order.

Payments must be made in the agreed currency using an accepted payment method. Customer is responsible for charges imposed by its bank or payment provider, including foreign transaction fees.

3.2.3. Recurring Payment Authorisation

Where Customer supplies a recurring payment method and accepts the applicable paid subscription or conversion terms, Customer authorises Eloquent AI and its payment processor to charge that method for amounts due under this Agreement on the agreed billing dates.

Charges may vary according to authorised usage, agreed tier changes, additional purchases and applicable taxes. This authorisation includes the first subscription payment following automatic trial or POC conversion unless Customer cancels in time under Section 3.1.5.

Customer must keep its payment and billing information accurate and current. If payment fails, Eloquent AI may retry the authorised payment method or invoice Customer for the outstanding amount. Payment failure does not cancel the subscription or discharge Customer’s payment obligations.

3.2.4. Late Payment

Eloquent AI may charge interest on overdue undisputed amounts at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Eloquent AI may suspend or restrict access for non-payment in accordance with Section 2.4.1. Termination remains governed by Section 7.

3.2.5. Final Charges

Cancellation or termination does not release Customer from fees properly accrued through the effective termination date, including agreed POC fees and usage charges not yet invoiced, or from any remaining commitments payable under Section 7.3.2. Eloquent AI may issue a final invoice or charge Customer’s authorised payment method for amounts due, according to the applicable billing schedule and subject to any refund entitlement. Section 7.3.2 governs the payment consequences of early termination.

3.3. Taxes

All fees are exclusive of applicable taxes, duties and levies, including VAT, sales and use taxes. Customer is responsible for those amounts, except taxes on Eloquent AI’s net income.

Eloquent AI may add taxes it is required to collect unless Customer provides a valid exemption certificate or other legally sufficient evidence of exemption. Customer must provide accurate billing-location and tax-registration information.

Where Customer is legally required to withhold tax from a payment, Customer must remit that tax to the relevant authority, provide evidence of payment and, to the extent permitted by law, increase the payment so that Eloquent AI receives the amount it would have received without the withholding.

3.4. Fee Adjustments

Eloquent AI may change subscription fees, usage rates, credit-consumption rates, pricing tiers and minimum commitments for a subsequent Renewal Term by giving Customer written notice at least thirty (30) days before the deadline for Customer to give notice of non-renewal for that Renewal Term. If notice is given later, the change takes effect at the following renewal unless Customer expressly accepts an earlier effective date.

Changes will not apply retrospectively, alter the agreed value or consumption rates of credits already purchased, or override pricing expressly committed for a fixed period.

Customer may avoid revised pricing by giving notice of non-renewal in accordance with Section 7. The notice must identify the revised pricing and its effective date. Changes remain subject to the timing requirements above.

Usage-driven tier changes already disclosed to and accepted by Customer are governed by Section 3.1.4 and do not require a separate price-change notice under this Section.

4. Confidentiality and Data Security

4.1. Confidential Information

4.1.1. Definition

“Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:

• Business plans, product roadmaps, pricing, and financials
• Technical information, models, and system designs
  Customer Data, including workflow materials, training content, and end user interactions
• The terms of this Agreement and any related documents

• Non-public performance, benchmarking, testing and evaluation information relating to the Services.

  4.1.2. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• Becomes publicly available without breach of this Agreement
• Was lawfully known to the Receiving Party prior to disclosure without a duty of confidentiality
• Is independently developed without use of the Disclosing Party’s information
• Is lawfully received from a third party without confidentiality obligations

4.2. Obligations

The Receiving Party agrees to:

• Use Confidential Information only to perform obligations or exercise rights under this Agreement, or to obtain professional advice or conduct audits relating to this Agreement or the Services
• Disclose Confidential Information without separate consent only to employees, contractors, affiliates, authorised service providers and professional advisers, including lawyers, accountants and auditors, who need to know it for the purposes permitted above, and only to the extent necessary. Recipients must be bound by written confidentiality obligations or professional duties of confidentiality no less protective than this Agreement. The Receiving Party remains responsible for their compliance. These permissions do not override the DPA, including its subprocessor, access and international-transfer requirements
• Use the same degree of care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care

4.3. Compelled Disclosure

If the Receiving Party is legally required to disclose Confidential Information, it shall:

• Provide prompt written notice to the Disclosing Party (where legally permitted)
• Limit the disclosure to the minimum required
• Provide reasonable cooperation, at the Disclosing Party’s expense, in seeking protective measures or confidential treatment, except where the DPA or applicable law requires otherwise.

4.4. Data Security

4.4.1. Eloquent AI’s Responsibilities

Eloquent AI shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, destruction, or disclosure. These measures include:

• Encryption of data at rest and in transit
• Role-based access controls and secure authentication
• Secure cloud infrastructure and regular vulnerability assessments
• Periodic third-party security audits and penetration testing

These measures are designed to provide a level of security appropriate to the risk and do not constitute a guarantee of absolute security or uninterrupted service. The security requirements in the DPA remain applicable.

4.4.2. Customer Responsibilities

The Customer shall:

• Maintain the confidentiality of access credentials
• Ensure that only authorised users access the Services
• Notify Eloquent AI promptly of any suspected security incidents or breaches

4.5. Data Breach Notification

Eloquent AI will notify Customer without undue delay after becoming aware of a breach affecting Customer Data. Information may be provided in phases as it becomes available, without undue further delay. Notification does not constitute an admission of fault or liability. The notification will include, to the extent reasonably available:

• A summary of the nature and scope of the breach
• Actions taken or planned to mitigate its effects
• A designated contact for further updates

Unsuccessful attempts or activities that do not compromise the confidentiality, integrity or availability of Customer Data do not, by themselves, trigger notification under this Section. This does not limit notification obligations under the DPA or applicable law, or reporting of material service incidents under Section 2.3.

4.6. Subprocessors and Third-Party Infrastructure

Eloquent AI may engage subcontractors, including Subprocessors, to perform the Services, subject to Section 2.5 and the DPA. Responsibility for delegated obligations is governed by Section 2.5 and, for Subprocessors, DPA Section 4.2. The DPA’s authorisation, notice, objection and international-transfer requirements apply. A list of Subprocessors who process Customer Data is set out at: https://app.vanta.com/eloquentai.co/trust/6600zy6wtu7njn8sukijm/subprocessors.

4.7. Data Location and Residency

Hosting, processing locations and international access to Customer Data are governed by Section 7.6 of the DPA and any expressly agreed customer-specific restrictions.

International transfers of Personal Data remain subject to Section 7 of the DPA, including any required transfer mechanisms and supplementary safeguards, and applicable data protection laws.

4.8. Data Return and Deletion

Customer may request an export of Customer Data in writing within thirty (30) calendar days after termination, and Eloquent AI will provide the requested export. Customer may request earlier deletion at any time after termination; Eloquent AI will securely delete the requested Customer Data within thirty (30) calendar days after receipt of the request, or sooner where required by applicable law. Subject only to DPA Section 8.5 for residual backup copies, Customer Data will be securely deleted no later than twelve (12) months after termination. The export request window does not limit deletion requests or statutory data rights. Data requested for export will remain available during that window unless Customer instructs earlier deletion. Except for residual backups under DPA Section 8.5, post-termination retention is permitted only for limited return and deletion processing, a specific lawful continuing storage or audit purpose expressly instructed by Customer under DPA Section 8, or a permitted legal-retention requirement. Retained data must be access-restricted and used only for that permitted purpose. The twelve-month maximum does not itself authorise retention. Apart from DPA Section 8.5, longer retention is permitted only where lawfully required by applicable law, a regulatory obligation or a documented legal hold, subject to the DPA; only the necessary data will be retained for the required purpose and duration and deleted when that requirement ends. Upon request, Eloquent AI will provide written confirmation distinguishing completed deletion from any residual backups awaiting destruction under DPA Section 8.5. During the Term, return and deletion requests remain subject to Customer's documented instructions and the DPA. DPA Section 8.5 applies to residual disaster-recovery backups of Customer Data without extending live or active data deletion deadlines or export rights.

Retention of Customer Data after termination does not entitle Customer to continued access to the Services. Eloquent AI may fulfil an applicable data-return or export obligation through a secure delivery method without reactivating Customer’s account. This does not restrict Customer’s rights under the DPA or applicable law.

4.9 Operational Records

Eloquent AI may maintain operational logs, audit records, telemetry and system activity data only as necessary to provide, secure, support and troubleshoot the Services, investigate misuse and comply with applicable obligations, subject to this Agreement and the DPA. The following customer-facing retention schedule states maximum periods, not minimum retention requirements:

(a) security and system event records, network logs, vulnerability scan results and related asset records: up to twelve (12) months after creation;

(b) support tickets, case records, customer-instance metadata and debugging records: up to twelve (12) months after support case closure;

(c) support call records: up to twelve (12) months after the call;

(d) quality-assurance and testing scenarios and results: up to twelve (12) months after creation; and

(e) temporary processing files: deleted automatically when the relevant process finishes.

Authorised workflow recordings are governed by DPA Section 8.4. Other Customer Data and all post-termination return and deletion requirements remain governed by Section 4.8 and the DPA. Earlier deletion requirements, lawful Customer instructions and any shorter applicable limits preserved by the DPA take precedence. Data must be deleted earlier when no longer necessary for its permitted purpose.

Records processed by Eloquent AI as an independent controller are governed by the Privacy Policy and applicable law. Operational purposes do not independently extend retention. Residual disaster-recovery backups remain subject only to DPA Section 8.5; lawful retention exceptions remain subject to Section 4.8 and the DPA.

This schedule forms part of the version of these Terms accepted by Customer and may be updated only under Section 8.4, without overriding the DPA. It does not incorporate the remainder of Eloquent AI’s internal Data Management Policy into this Agreement.

5. Intellectual Property and Ownership

5.1. Eloquent AI’s Intellectual Property

5.1.1. All rights, title, and interest, including all intellectual property rights, in and to the Services, including the underlying software, models, algorithms, platform architecture, orchestration frameworks, automation methodologies, evaluators, simulators, guardrail systems, implementation techniques, documentation, interfaces, tools, and related know-how, are and shall remain the sole and exclusive property of Eloquent AI or its licensors.

Customer retains ownership of its Customer Data, internal business rules, policies, procedures, workflows, operational requirements, and other Customer-provided materials.

Except for the limited rights expressly granted under this Agreement, no intellectual property rights are transferred between the parties.

5.1.2. Nothing in this Agreement grants the Customer any ownership interest in the Services or associated intellectual property. Except for the limited rights expressly granted herein, all rights are reserved by Eloquent AI.

5.1.3. The Customer may not use Eloquent AI’s name, trademarks, trade names, or branding without prior written approval, except as required for ordinary use of the Services.

5.1.4. Unless expressly agreed otherwise in writing, Eloquent AI or its licensors retain ownership of all modifications, enhancements, adaptations and derivative works of Eloquent AI’s technology developed in connection with the Services, including those developed when implementing or configuring the Services for Customer. Payment of implementation, configuration or development fees does not itself transfer ownership of that technology.

This provision does not transfer ownership of Customer Data, Customer’s own business rules, policies, procedures or independently developed workflows, or expand Eloquent AI’s rights to use Customer Confidential Information or Personal Data. Customer’s rights to access and use the resulting functionality remain subject to this Agreement and the applicable subscription scope.

5.2. Feedback

5.2.1. “Feedback” means general suggestions, ideas or recommendations voluntarily provided by Customer or its authorised users about improving the Services. Feedback excludes Personal Data, Customer Confidential Information, and Customer’s business rules, policies, procedures, datasets, records and other underlying business materials. Where a submission contains both Feedback and excluded information, only the separable suggestions, ideas or recommendations qualify as Feedback.

5.2.2. Customer grants Eloquent AI a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to use, reproduce, modify, disclose and otherwise exploit Feedback for any purpose, without payment or attribution. Eloquent AI is not obliged to implement Feedback.

5.2.3. Providing Feedback does not grant additional rights to use or disclose the excluded information or materials accompanying it. Such information and materials remain subject to the Agreement’s ownership, confidentiality and data-protection provisions.

5.3. Customer Data and Outputs

5.3.1. Ownership

As between the parties, Customer retains its rights in Customer Data, including its knowledge-base content, business rules, policies, procedures and Customer-provided workflows.

Eloquent AI does not claim ownership of outputs generated specifically for Customer through its authorised use of the Services. This does not transfer ownership of Eloquent AI’s or its licensors’ underlying technology, software, models, tools or methodologies incorporated into or used to generate those outputs.

No representation is made that an output is unique or capable of intellectual property protection. Rights in third-party materials remain with their respective owners.

5.3.2. Licence to Process Customer Data

Customer grants Eloquent AI a non-exclusive, worldwide, royalty-free licence to access, use, copy, store, transmit and otherwise process Customer Data as necessary to:

(a) provide, operate, maintain, secure and support the Services within Customer’s agreed subscription or Order Form scope;

(b) configure, test and improve Customer’s AI Operators and workflows for Customer on its documented instructions; and

(c) generate and use Aggregated and Statistical Information as permitted by Section 5.4.

This licence is subject to the Agreement’s confidentiality obligations and the DPA. It does not independently authorise processing locations, international transfers or retention beyond those permitted under the Agreement and DPA.

5.3.3. Disclosure and Purpose Restrictions

Eloquent AI may disclose Customer Data only as permitted by this Agreement and the DPA, including to authorised personnel and appointed service providers subject to applicable confidentiality and data-protection obligations, or as required by law.

Customer Data must not be used for unrelated purposes. General improvements shared across customers are governed by Section 5.4.

5.3.4. Model Training

Sections 5.3 and 5.4 do not authorise training or fine-tuning third-party foundation models using Customer Data or data derived from it. Processing by third-party AI providers to deliver the Services remains subject to the DPA and applicable subprocessor requirements.

5.4. Aggregated and Statistical Information

5.4.1. Subject to the DPA, Customer’s documented instructions and applicable law, Eloquent AI may generate effectively anonymised data from Customer Data and use it for general improvements shared across customers (“Aggregated and Statistical Information”). Individuals must no longer be identifiable by means reasonably likely to be used by Eloquent AI or others. Masking or aggregation alone is insufficient. Until effectively anonymised, data remains subject to the DPA’s access, retention and deletion requirements. Such use must not identify Customer or disclose Customer Confidential Information. Sections 5.3 and 5.4 do not authorise training or fine-tuning third-party foundation models using Customer Data or data derived from it. Permitted purposes are:

• Analytics and benchmarking
• Improving Eloquent AI’s own platform and workflow logic
• Enhancing platform performance and reliability

5.4.2. Such data will:

• Not identify the Customer, its users, or end clients
• Be used in compliance with applicable privacy laws and confidentiality terms
• Remain the sole property of Eloquent AI

5.4.3. Eloquent AI may retain and use Aggregated and Statistical Information lawfully generated under this Section during and after the Term for the purposes specified in Section 5.4.1, provided it remains effectively anonymised, does not identify Customer and does not disclose Customer Confidential Information. This does not authorise continued retention of the underlying Customer Data beyond the periods permitted by the Agreement and DPA.

5.5. Third-Party Materials

5.5.1. The Services may include access to or use of third-party tools, data, or services (“Third-Party Materials”). These may be subject to separate terms imposed by those providers.

5.5.2. Except for Eloquent AI’s express obligations under this Agreement, including Section 2.5, Eloquent AI makes no representations or warranties regarding Third-Party Materials unless expressly stated in the applicable subscription plan or Order Form. Customer is responsible for configurations and integrations within its control; this does not excuse Eloquent AI’s own breach.

5.5.3 Third-Party AI and Infrastructure Dependencies

Certain features or functionality of the Services may rely on third-party providers, including cloud infrastructure providers, artificial intelligence and machine learning model providers, communication providers, authentication providers, and external software systems.

Subject to Section 2.5, Eloquent AI is not responsible for the following to the extent attributable to Customer systems, Customer-appointed providers or external platforms whose performance Eloquent AI has not undertaken to provide, and not to Eloquent AI’s own breach:

(a) outages, interruptions, delays, or degradation caused by third-party providers or systems outside Eloquent AI’s reasonable control;

(b) changes in functionality, performance, availability, pricing, policies, or model behaviour introduced by third-party providers; or

(c) Customer’s inability to access or use the Services resulting from failures or restrictions in third-party systems, integrations, or Customer-controlled environments.

Eloquent AI may replace or modify third-party providers, integrations or underlying technologies in accordance with Section 2.1. Such changes remain subject to the DPA’s applicable subprocessor authorisation, notice, objection and international-transfer requirements.

5.5.4. Connected Systems

By enabling or instructing Eloquent AI to use an integration, Customer authorises Eloquent AI to access the relevant connected systems and transmit or receive Customer Data as necessary to perform the approved workflows, subject to the Agreement and DPA.

Customer must maintain the necessary accounts, licences and permissions for Customer-selected platforms. Merely approving or connecting an integration does not make its provider an Eloquent AI subcontractor; responsibility depends on the provider’s actual role under Section 2.5.

5.5.5. Applicable Provider Restrictions

Eloquent AI will identify or make available the third-party usage restrictions applicable to Customer’s selected features through the relevant documentation, ordering process or written notice. Customer must comply with those communicated restrictions.

Material new restrictions affecting Customer’s use remain subject to the applicable change-notice provisions of this Agreement. Where a provider requirement or binding legal obligation requires urgent action, Eloquent AI may apply protective restrictions as permitted under Section 2.4.1 and will notify Customer as soon as reasonably practicable.

Provider restrictions do not override Eloquent AI’s express obligations under this Agreement or the DPA.

5.6 Marketing and Publicity

Customer grants Eloquent AI a limited, non-exclusive, royalty-free, worldwide licence to use Customer’s name and logo and a factual, non-confidential description of the Services provided to Customer to identify Customer as an Eloquent AI customer. Permitted uses include Eloquent AI’s website, social media, presentations, customer lists and other sales and marketing materials.

Eloquent AI will not disclose Customer Confidential Information, materially alter Customer’s logo other than for formatting or sizing, or misrepresent Customer’s brand or the nature of the engagement. Such use does not imply Customer’s endorsement of Eloquent AI or its Services.

Customer may request in writing that Eloquent AI cease future use of its name, logo or engagement description. Eloquent AI will comply within thirty (30) days, including removing the relevant material from digital channels under its control. Eloquent AI is not required to recall materials already distributed or remove copies outside its control, but will not newly distribute those materials after that period.

Any different publicity arrangements expressly agreed in writing will prevail.

6. Limitation of Liability, Warranty and Indemnification

6.1 Limitation of Liability

6.1.1 Exclusion of Certain Damages

Subject to Section 6.1.4, and except for Customer’s indemnification obligations under Section 6.3.2, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or any loss of profits, revenue, business opportunities, anticipated savings, goodwill, reputation or data, or business interruption, whether arising in contract, tort (including negligence), misrepresentation or otherwise, even if advised of the possibility of such loss.

These exclusions do not relieve Customer of its obligation to pay fees properly due under this Agreement.

6.1.2 General Liability Cap

Subject to Section 6.1.4, Eloquent AI’s total aggregate liability arising under or in connection with this Agreement shall not exceed the total fees paid by Customer to Eloquent AI under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

Claims arising from the same or related acts, omissions or events shall be treated as arising from the first such event. Where separate, unrelated claims produce different cap calculations, the highest applicable calculation shall be the aggregate cap for all such claims; the caps shall not be added together.

6.1.3 Application of Liability Limits

Subject to Section 6.1.4, the exclusions and Eloquent AI’s liability cap in this Section apply collectively across this Agreement, all applicable Order Forms and all incorporated documents, including the DPA and API Terms. They apply regardless of the legal basis of a claim, including breach of contract, warranty, confidentiality or data-protection obligations, indemnification, negligence, and claims concerning outputs, Actions or results of the Services.

Subject to Section 6.1.4, these limitations apply even if a limited remedy fails of its essential purpose. The specific exclusions applicable to Trial Access and Beta Features remain effective according to their terms.

All amounts paid by Eloquent AI in satisfying covered liabilities, including reasonable defence costs, reimbursable cooperation expenses, judgments and settlements under Sections 6.3–6.4, count towards and reduce the remaining cap. Multiple claims, claimants, proceedings or incorporated documents do not create additional caps. Customer may not recover more than once for the same loss.

6.1.4 Exceptions and Mandatory Rights

Nothing in this Agreement limits or excludes either party’s liability for fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited or excluded.

This Section does not restrict mandatory rights or obligations under applicable Standard Contractual Clauses or the UK International Data Transfer Addendum to the extent that doing so would conflict with those instruments. It does not limit a regulator’s statutory powers or a data subject’s rights that cannot lawfully be restricted by this Agreement.

6.1.5. Customer-Controlled Causes

Subject to Section 6.1.4, Eloquent AI is not liable to the extent a loss is caused by Customer’s unlawful or inaccurate instructions, unauthorised configurations, breach of this Agreement, failure to implement controls allocated to Customer, or failures of Customer-controlled systems or Customer-appointed providers.

This includes regulatory penalties, remediation costs, restitution obligations and investigation expenses to the extent attributable to those causes. It does not exclude liability to the extent caused by Eloquent AI’s own breach or override its responsibility for delegated obligations under Section 2.5. Any remaining liability is subject to this Section 6.1.

6.2 Warranty

6.2.1. Limited Performance Warranty

Eloquent AI warrants that, during the applicable paid subscription period, the platform Services will operate in material accordance with the functionality expressly included in Customer’s selected subscription plan or Order Form when used as authorised under this Agreement.

Any professional services expressly purchased by Customer will be performed with reasonable skill and care. This warranty does not guarantee a particular business outcome or the accuracy or successful completion of every output, Action or workflow.

6.2.2. Compliance with Laws

Eloquent AI will comply with laws applicable to its provision of the Services. This does not constitute a warranty that the Services meet every legal, regulatory or industry-specific requirement applicable to Customer’s business or intended use. Customer’s responsibilities remain governed by Sections 2.4 and 2.7.

6.2.3. Security

Eloquent AI will maintain the technical and organisational security measures required by Section 4 and the DPA. This Section does not reduce any security or certification commitment expressly made elsewhere in this Agreement or the DPA.

6.2.4. Customer Warranties

Customer represents and warrants that:

(a) it has and will maintain all rights, permissions, consents and other lawful authorisations necessary to provide Customer Data and permit its processing under this Agreement;

(b) its use of the Services, connected systems and Customer Data will not infringe third-party rights or violate applicable law; and

(c) its instructions and configurations will comply with this Agreement and the AUP.

Customer is responsible for the accuracy, quality and legality of Customer Data it provides or makes available, and for required End User notices and consents.

6.2.5. Warranty Conditions and Exclusions

To claim under Section 6.2.1, Customer must notify Eloquent AI in writing within thirty (30) days after first becoming aware of the non-conformity, describe it in reasonable detail and provide reasonable cooperation for investigation and correction.

The warranty does not apply to the extent a non-conformity is caused by:

(a) misuse, unauthorised modifications or use outside the agreed scope;

(b) Customer Data, instructions or configurations for which Customer is responsible; or

(c) Customer-controlled systems, Customer-appointed providers or external platforms whose performance Eloquent AI has not undertaken to provide.

These exclusions do not excuse Eloquent AI’s own breach or override Section 2.5.

Unless expressly agreed otherwise in writing, Section 6.2.1 does not apply to free trials, evaluation access, proofs of concept or Beta Features.

The claim deadline and exclusions in this Section 6.2.5 apply only to the limited performance warranty in Section 6.2.1. They do not limit obligations or claims relating to confidentiality, security, the DPA or rights that cannot lawfully be limited or excluded.

6.2.6. Disclaimer

Except as expressly stated in this Agreement and to the maximum extent permitted by applicable law, the Services are provided “as is” and “as available”. Eloquent AI disclaims all other express, implied or statutory warranties, including merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

Eloquent AI does not warrant uninterrupted or error-free operation, correction of every defect, or that outputs, Actions or results will be accurate, complete, unique or suitable for Customer’s intended purpose. The AI limitations and Customer oversight responsibilities in Sections 2.6 and 2.7 apply.

This disclaimer does not override express obligations under Section 4 or the DPA, or the indemnities expressly provided in Section 6.3.

6.2.7. Limited Warranty Remedy

For a valid claim under Section 6.2.1, Eloquent AI will use commercially reasonable efforts to correct the material non-conformity within a reasonable period, including through a reasonable workaround.

If Eloquent AI reasonably determines that correction is impracticable, it may elect to terminate the affected Services by written notice. If Eloquent AI exercises that option, it will refund prepaid fees attributable to the unused portion of those Services following termination.

Subject to Section 6.1.4, this Section states Customer’s sole and exclusive remedy for breach of Section 6.2.1. It does not restrict an express termination right under Section 7 or remedies for a separate breach of confidentiality, security or data-protection obligations. All applicable liability remains subject to Section 6.1.

6.3. Indemnification

6.3.1. Indemnification by Eloquent AI

Subject to Sections 6.1 and 6.4, Eloquent AI shall defend Customer against a third-party claim alleging that the Services, as provided by Eloquent AI and used as authorised under this Agreement, directly infringe that third party’s intellectual property rights.

For a covered claim, Eloquent AI shall pay damages and costs finally awarded against Customer by a court of competent jurisdiction, settlement amounts approved under Section 6.4, and reasonable defence and cooperation costs incurred in accordance with that Section.

This indemnity does not cover Customer’s own first-party losses, voluntary payments, unapproved settlements or expenses incurred outside the agreed claims procedure.

Exclusions

The indemnity does not apply to the extent a claim arises from:

(a) Customer Data, Customer-provided materials or Customer instructions;

(b) modifications not made by or on behalf of Eloquent AI;

(c) combination with systems, products or materials not supplied or approved by Eloquent AI, where the claim would not have arisen without that combination;

(d) use outside the scope permitted by this Agreement; or

(e) continued allegedly infringing use after Eloquent AI has notified Customer to cease that use or supplied a non-infringing replacement or modification that Customer could reasonably implement.

The indemnity does not cover claims based solely on the content of AI-generated outputs. This does not exclude an otherwise covered claim that software or technology supplied as part of the Services itself infringes a third party’s intellectual property rights. The inclusion of third-party technology in the Services does not, by itself, exclude an otherwise covered claim.

The indemnity does not apply to Trial Access or Beta Features unless expressly agreed otherwise in writing.

Mitigation

If the Services become, or Eloquent AI reasonably believes they are likely to become, subject to an infringement claim, Eloquent AI may, at its option:

(a) procure the right for Customer to continue using the affected Services;

(b) modify or replace the affected Services so that they are non-infringing without materially reducing their agreed functionality; or

(c) where neither option is commercially reasonable, terminate the affected Services and refund prepaid unused fees attributable to those Services.

These measures do not extinguish an accrued obligation concerning a covered claim.

Subject to Section 6.1.4, this Section states Eloquent AI’s sole liability and Customer’s sole and exclusive remedy for third-party intellectual property infringement claims concerning the Services.

6.3.2. Indemnification by Customer

Subject to Section 6.4, Customer shall defend and indemnify Eloquent AI and its officers, directors, employees and affiliates against third-party claims arising from:

(a) Customer’s or its Authorised Users’ breach or alleged breach of this Agreement, including the AUP;

(b) Customer’s violation or alleged violation of applicable law;

(c) an allegation that Customer Data or Customer-provided materials infringe third-party rights or are unlawfully collected, disclosed or processed; or

(d) Customer’s use of Customer-selected third-party platforms or integrations, including a failure to obtain required rights, permissions or authorisations.

This indemnity does not apply to the extent a claim is caused by Eloquent AI’s breach of this Agreement or falls within Eloquent AI’s indemnification obligations under Section 6.3.1.

Customer shall pay damages and costs finally awarded against an indemnified party by a court of competent jurisdiction, settlement amounts approved under Section 6.4, and reasonable defence and cooperation costs incurred in accordance with that Section.

6.3.3. Liability Limits and Other Obligations

Eloquent AI’s obligations under this Section and Section 6.4, including defence and cooperation costs, remain subject to Section 6.1.

To the maximum extent permitted by applicable law, Customer’s indemnification obligations under Section 6.3.2 are uncapped and are not subject to the exclusions in Section 6.1.1 or Eloquent AI’s liability cap in Section 6.1.2, unless expressly agreed otherwise in writing.

Except as expressly agreed in writing, Eloquent AI provides no separate contractual indemnity for security incidents or Personal Data Breaches. This does not limit its obligations under Section 4 or the DPA, claims for breach of those obligations subject to Section 6.1, or rights and liabilities that cannot lawfully be restricted.

6.4 Indemnification Process

6.4.1 Notice, Defence and Cooperation

The party seeking indemnification shall:

(a) provide prompt written notice of the claim, together with reasonably available relevant information;

(b) allow the indemnifying party sole control of the defence and settlement, subject to Section 6.4.2; and

(c) provide reasonable cooperation at the indemnifying party’s expense.

Failure to provide prompt notice shall relieve the indemnifying party of its obligations only to the extent materially prejudiced by that failure.

The indemnified party may participate through separate counsel at its own expense, unless the indemnifying party agrees otherwise in writing. Reimbursable cooperation expenses must be reasonable, documented and approved in advance, with approval not to be unreasonably withheld.

6.4.2 Settlements and Unauthorised Expenses

The indemnifying party may not settle a claim without the indemnified party’s prior written consent if the settlement:

(a) requires the indemnified party to admit fault or wrongdoing;

(b) imposes non-monetary obligations or any payment not fully borne by the indemnifying party; or

(c) fails to provide a full and unconditional release of the indemnified party in respect of the settled claim.

The indemnified party shall not admit liability, settle a claim or incur reimbursable defence expenses without the indemnifying party’s prior written consent. This does not prevent reasonable urgent steps necessary to preserve a defence where prior consent cannot reasonably be obtained, provided the indemnifying party is notified promptly. Any reimbursement remains subject to the applicable indemnity and liability limits.

6.4.3 Allocation and No Duplicate Recovery

Where a claim includes both covered and uncovered matters, indemnification applies only to the covered portion. Defence costs and other amounts shall be reasonably allocated to reflect that distinction. Neither party may recover more than once for the same loss or expense.

7. Term and Termination

7.1. Term and Renewal

7.1.1. Commencement

This Agreement begins on the Effective Date determined under its acceptance provisions and continues while Customer has an active subscription, trial or POC, unless terminated earlier in accordance with this Agreement.

The duration of each trial, POC or paid subscription is specified in the registration process, selected subscription plan or applicable Order Form.

7.1.2. Trial and POC Conversion

Unless expressly agreed otherwise, a free trial, evaluation period or paid POC automatically converts into the twelve (12)-month paid subscription disclosed to and accepted by Customer, immediately upon expiry of the agreed period, in accordance with Sections 2.8 and 3.1.5.

Customer may prevent conversion by cancelling before that period expires through the cancellation mechanism provided in its account or by written notice to support@eloquentai.co. No thirty-day notice period applies solely to preventing conversion.

For this purpose, an email cancellation is effective when sent before expiry, provided Customer receives no delivery-failure notification. This rule prevails over any later deemed-receipt time in Section 8.3.

Where Customer cancels in time, no post-trial or post-POC subscription commitment arises. Agreed POC fees and other authorised charges remain payable.

If the paid conversion terms have not been disclosed to and accepted by Customer, access ends upon expiry unless Customer separately purchases a subscription.

7.1.3. Annual Subscription Term

Unless expressly agreed otherwise in the applicable Order Form or accepted online ordering process, each paid subscription has an initial term of twelve (12) months beginning on its paid subscription commencement date (“Initial Term”).

Where a free trial, evaluation period or paid POC converts into a paid subscription under Sections 2.8 and 3.1.5, the Initial Term begins immediately upon conversion. The trial or POC period does not count towards the Initial Term unless expressly agreed otherwise.

Customer commits to the fees and minimum commitments applicable throughout the Initial Term. Monthly invoicing, instalment payments, reduced usage or cessation of use do not shorten that commitment or create a right to cancel early.

7.1.4. Automatic Renewal and Non-Renewal

At the end of the Initial Term, the subscription automatically renews for successive twelve-month periods (each a “Renewal Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the current term expires.

Non-renewal takes effect at the end of the current term. Neither party may terminate a subscription early for convenience unless expressly agreed otherwise. Express termination rights under this Agreement or the DPA remain available.

7.1.5. Changes and Extensions

Discussions about extending a trial or POC, changing subscription arrangements or negotiating renewal do not postpone an agreed expiry, conversion, billing date or effective cancellation unless expressly agreed in writing.

7.2. Termination Rights

7.2.1. Cancellation and Non-Renewal

Customer may give cancellation or non-renewal notice through an account cancellation mechanism provided by Eloquent AI or by email to support@eloquentai.co. Other contractual notices follow Section 8.3.

Cancellation takes effect under the applicable provisions of Section 7.1. Stopping use, disconnecting an integration or removing a payment method does not itself cancel a subscription.

Eloquent AI’s rights to discontinue Trial Access or Beta Features remain governed by their applicable terms.

7.2.2. Termination for Cause

Either party may terminate the affected Services or, where the breach materially affects the Agreement as a whole, this Agreement, by written notice if the other party:

(a) materially breaches this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice specifying it;

(b) commits a material breach that cannot reasonably be remedied; or

(c) ceases trading without a successor, becomes insolvent or enters bankruptcy, receivership or liquidation proceedings, to the extent termination on that ground is permitted by applicable law.

Eloquent AI may terminate the affected Services immediately by written notice where Customer’s use is unlawful or continued provision is prohibited by applicable law or a binding governmental requirement.

Suspension during investigation or a cure period is governed by Section 2.4.1. Suspected misuse alone does not establish an independent termination right.

7.2.3. Force Majeure

Either party may terminate the affected Services by written notice if a Force Majeure Event prevents performance of a material obligation for sixty (60) consecutive days or more.

7.2.4. Other Express Rights

Termination rights expressly provided elsewhere in this Agreement or the DPA remain available on their stated terms.

7.3. Effects of Expiry or Termination

7.3.1. Access and Data

Upon expiry or termination of the affected Services, Customer’s right to access and use those Services ceases. Termination of one subscription does not automatically terminate other active subscriptions.

Customer must return or securely destroy Eloquent AI’s Confidential Information relating to the terminated Services and certify destruction on reasonable request, except for copies required by law to be retained, which remain subject to confidentiality obligations.

Eloquent AI will return or delete Customer Data in accordance with Section 4.8 and the DPA, including the residual-backup provisions in DPA Section 8.5. Permitted retention does not provide continued platform access.

7.3.2. Fees and Credits

Notice of non-renewal, reduced usage or cessation of use does not release Customer from fees and minimum commitments payable for the remainder of the current Initial Term or Renewal Term. Those amounts remain payable according to the agreed billing schedule.

The following rules apply where the affected Services are validly terminated before the end of the current term:

(a) If Eloquent AI terminates under Section 7.2.2 because of Customer’s material breach, unlawful use or an insolvency-related ground, accrued fees and the remaining agreed subscription fees and minimum commitments for the current term remain payable according to the agreed billing schedule, to the extent permitted by applicable law. No charges accrue for future usage that does not occur. Prepaid amounts are applied against the amounts payable and are not charged twice.

(b) If Customer validly terminates under Section 7.2.2 because of Eloquent AI’s material breach, Customer is released from subscription fees and minimum commitments attributable to the period after termination for the affected Services. Eloquent AI will refund prepaid subscription fees attributable to that unused period and the unused balance of separately purchased credits usable solely for the terminated Services. Fees for Services already provided remain payable.

(c) If either party validly terminates for force majeure under Section 7.2.3, Customer terminates under an express DPA termination right, Customer terminates because of an insolvency-related ground affecting Eloquent AI, or Eloquent AI terminates solely because continued provision is legally prohibited without Customer’s breach or unlawful use, no subscription fees or minimum commitments accrue for the affected Services after termination. Prepaid fees and credits remain non-refundable except where the applicable termination provision or applicable law expressly requires a refund.

(d) Where another provision expressly permits termination and specifies a refund, including Sections 2.2, 6.2.7 and 6.3.1, that remedy applies and Customer is released from subscription fees and minimum commitments attributable to the period after termination for the affected Services.

In every case, accrued fees and authorised usage charges remain payable, subject to applicable refunds. These rules apply only to the affected Services, do not create an additional termination right, and do not limit mandatory rights under the DPA, international-transfer instruments or applicable law. Any further claim for loss or damages remains subject to Section 6.1, with no duplicate recovery.

Agreed POC fees remain payable in full if Customer cancels or elects not to continue, subject to any express refund entitlement or applicable law. Timely cancellation before trial or POC conversion prevents the annual paid subscription from commencing.

Unused credits expire as provided in Section 3.1.2. Refunds are available only where expressly provided in this Agreement or required by applicable law.

For termination under the EU Data Act Addendum, Section 6 of that Addendum governs the payment consequences.

7.3.3. Survival

Expiry or termination does not affect accrued rights, remedies or liabilities. Provisions intended by their nature to survive remain effective, including payment obligations, confidentiality, intellectual property, permitted use of anonymised information, data return and deletion, liability limitations, indemnification and dispute resolution.

8. Governing Law and Miscellaneous Provisions

8.1. Governing Law and Jurisdiction

8.1.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

8.1.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. Each party irrevocably submits to the personal jurisdiction of such courts.

8.2. Assignment

8.2.1. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that:

• Eloquent AI may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all its assets.

8.2.2. Any attempted assignment in violation of this section shall be null and void.

8.3. Notices

8.3.1. Delivery Method

Notices under this Agreement must be in writing. Notices to Eloquent AI must be sent to support@eloquentai.co, unless a different notice email is expressly specified in the applicable Order Form or subsequently designated by Eloquent AI in writing. Notices to Customer must be sent to the notice email specified in its accepted online order or applicable Order Form or, if none is specified, its designated account administrator’s email address. Customer must keep those details current. Either party may update its notice details by written notice to the other.

Notices may also be delivered by certified post or courier to the recipient’s notice address specified in the applicable Order Form or subsequently designated in writing. An Order Form is not required for notice by email.

The cancellation and non-renewal methods in Section 7 remain available. The special timing rule for trial and POC cancellation in Section 7.1.2 prevails over Section 8.3.2. Notices required under the DPA remain subject to its applicable procedures.

8.3.2. Effective Date of Receipt

Notices shall be deemed received:

• Upon delivery, if sent by courier
• Three (3) business days after mailing, if sent by certified post
• Email notices are deemed received on the next business day after sending to the designated notice address, provided the sender receives no delivery-failure notification. Acknowledgment is not required.

8.4. Amendments and Waivers

8.4.1. Updates to Standard Terms

Eloquent AI may update the standard provisions of this Agreement and its incorporated policies prospectively by written notice in accordance with Section 8.3. The notice must identify the affected documents, provide the revised wording or access to it, and state the effective date. Ordinary material changes applicable to an existing paid subscription take effect at the start of a Renewal Term, provided notice is given at least thirty (30) days before the deadline for Customer to give notice of non-renewal for that Renewal Term. If notice is given later, those changes take effect at the following renewal unless Customer expressly accepts an earlier effective date. Updated terms may apply to a new order where presented to and accepted by Customer as part of that order; accepting a new order does not by itself amend an existing subscription.

Changes that do not materially reduce Customer’s rights or increase its obligations may take effect on at least thirty (30) days’ prior written notice. For Trial Access or a POC, material changes require Customer’s express acceptance or apply only to a subsequent subscription or order for which Customer accepts them. Changes strictly necessary to comply with a binding legal requirement or address an urgent, material security risk may take effect sooner, but only to the extent and for the duration reasonably necessary. Eloquent AI will give advance notice where reasonably practicable, or otherwise notice as soon as reasonably practicable. This exception does not permit unrelated commercial changes or override express security, confidentiality or data-protection obligations.

Customer’s continued use after a change validly takes effect under this Section constitutes acceptance to the extent permitted by applicable law. Website publication alone does not replace required written notice. Updates do not override separately agreed written amendments signed by both parties. Changes to those amendments require a further written agreement signed by authorised representatives of both parties, subject to applicable law and mandatory international-transfer requirements.

Fee changes remain governed by Section 3.4. Changes to the DPA and Subprocessors remain governed by the applicable provisions of the DPA. Mandatory international-transfer terms retain their applicable precedence.

8.4.2. Any waiver of rights or remedies under this Agreement must be in writing and signed by the waiving party. A party’s failure to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision.

8.4.3. Incorporated Versions

The versions of incorporated documents applicable when Customer accepts this Agreement are those identified by date or version number in the accepted online registration, subscription or ordering process, applicable Order Form or attached document schedule. Where no version is identified, the version provided or made available to Customer in that process before acceptance applies.

A reference to a website or URL identifies the relevant document and does not automatically incorporate subsequent revisions. Subsequent revisions become applicable only through the amendment or update procedure governing that document.

Eloquent AI will retain a copy of the versions applicable at Customer’s acceptance and any subsequently effective revisions and will make them available to Customer on reasonable request.

8.5. Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, it shall be limited to the minimum extent necessary to make it enforceable, where legally permitted, or otherwise severed. The remaining provisions remain in full force and effect.

8.6. Entire Agreement

This Agreement, together with Customer’s accepted online orders, any applicable Order Form, the DPA, AUP and other documents expressly incorporated into this Agreement, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning that subject matter. The order of precedence stated in this Agreement remains applicable. Customer purchase orders and procurement forms are for administrative purposes only. Any additional or conflicting terms do not apply unless expressly accepted in a written amendment signed by authorised representatives of both parties. Processing a purchase order, providing Services or accepting payment does not constitute acceptance of those terms.

8.7. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, labour disputes, internet outages, or other Force Majeure Events. Force majeure does not excuse Customer’s obligation to pay fees properly due under this Agreement, subject to any express refund or credit rights.

The affected party shall promptly notify the other party and take reasonable steps to mitigate the impact. If a Force Majeure Event prevents performance of a material obligation for sixty (60) consecutive days or more, either party may terminate the affected Services by written notice in accordance with Section 7.2.3. Termination does not automatically terminate unaffected subscriptions.

8.8. Export Controls and Sanctions

Customer represents and warrants that:

(a) it is not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions or trade restrictions imposed by the United States, United Kingdom, European Union, or other applicable governmental authority;

(b) it is not identified on any government restricted-party or sanctions list; and

(c) it will not access or use the Services in violation of applicable export control, sanctions, anti-money laundering, or trade compliance laws.

Customer shall not permit any end user or third party to use the Services in violation of applicable export control or sanctions laws.

Protective suspension or restriction to comply with applicable export control or sanctions laws is governed by Section 2.4.1. Termination is governed by Section 7.2, including its notice and applicable cure requirements. Eloquent AI may terminate the affected Services immediately by written notice where Customer’s use is unlawful or continued provision is prohibited by applicable law or a binding governmental requirement. Suspected non-compliance alone does not create a separate termination right.

8.9. No Third-Party Beneficiaries

Except for rights expressly conferred by the DPA or mandatory international-transfer instruments, or rights that cannot lawfully be excluded, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and does not confer rights on any third party. To the extent applicable and subject to those exceptions, the parties exclude the operation of the Contracts (Rights of Third Parties) Act 1999 and any similar legislation.

8.10. Survival and Interpretation

Expiry or termination and the survival of provisions are governed by Section 7.3.3. Section headings are for convenience only and do not affect the interpretation of this Agreement. If a translated version conflicts with the English version, the English version prevails, except where applicable law or a mandatory international-transfer instrument requires otherwise.