Servita SME Platform - Terms of Service

These Terms govern your purchase of the AI Opportunity Assessment and your access to and use of the Servita SME Transformation Platform. By creating an account, clicking "I Agree," or purchasing or using our Services, you are entering into a binding legal agreement with Servita SME Limited on behalf of the business entity you represent ("Customer," "you," or "your").

1. The Parties

1.1. "Servita"

("we," "us," or "our") means Servita SME Limited, a limited company registered in England and Wales.

1.2. "Customer"

("you" or "your") means the business entity, company, or organization that you represent. You warrant that you have the full legal authority to bind your entity to these Terms.

2. The Services

2.1. The "AI Opportunity Assessment" ("Assessment"):

A one-time, paid service delivered by Servita. Based on information you provide (the "Intake"), we will produce an Assessment output for informational and strategic insight purposes. This Assessment is delivered to you via the Platform.

2.2. The "Platform"

Our proprietary SME Transformation Platform includes access to various functions ("Functions") such as:

• Workspace: The dashboard for viewing your Assessment(s) and other content.
• Packs: Transformation playbooks and content.
• Assistant: An AI-powered conversational agent.
• Experts: A service to book time with Servita experts.
• Community: A private community for platform members.

2.3. The "Website Chatbot"

Our website (servita.com and related domains) features an AI-powered chatbot (the "Website Chatbot") provided by a third-party platform, Botpress, Inc. ("Botpress"). The Website Chatbot is designed to assist visitors and prospective customers with general enquiries about our Services. You acknowledge and agree that:

• (a) The Website Chatbot is provided for general informational and navigational purposes only. It is not a part of, and does not form part of, the Platform or the Services described in Section 2.2.
• (b) The Website Chatbot does not have any authority to act on behalf of Servita, to make, vary, or accept any offer, contract, representation, warranty, or commitment, or to bind Servita in any way whatsoever. No statement made by the Website Chatbot shall constitute a contractual commitment, promise, or guarantee by Servita.
• (c) While we have made reasonable efforts to train and configure the Website Chatbot to provide helpful and accurate information, it is powered by artificial intelligence and third-party large language models, and its responses may contain inaccuracies, errors, outdated information, or "hallucinations." You must not rely on any information provided by the Website Chatbot without independent verification.
• (d) The Website Chatbot does not constitute legal, financial, investment, or any other form of professional advice.
• (e) Your interactions with the Website Chatbot may be processed by Botpress and its sub-processors (including third-party LLM providers) in accordance with Botpress's own privacy statement (available at botpress.com/legal/privacy-statement). Servita is not responsible for Botpress's data handling practices beyond what is set out in our Privacy Policy.
• (f) Servita accepts no liability for any loss, damage, cost, or expense arising from or in connection with your use of, or reliance on, the Website Chatbot or any information it provides.

2.4. Third-Party Services:

Our Platform integrates with or links to third-party applications (e.g., for scheduling, community, payments, or website chatbot services). While we facilitate access, your use of those services may be subject to their own terms, and we are not liable for their operation or data handling.

2.5. Modification of Services

We reserve the right to modify, add, or discontinue any part of the Services (including the Website Chatbot) at any time, with or without notice.

2.6. Use of Affiliates

You acknowledge and agree that Servita SME Limited may use its subsidiary companies or other affiliates within the Servita Group ("Affiliates") to provide some or all of the Services (such as payment processing) on its behalf. Servita SME Limited remains the sole entity responsible to you for its obligations under these Terms.

2.7. Beta and Preview Services

Some services may be identified as "Beta," "Preview," or "Early Access" ("Beta Services"). Beta Services are experimental, provided "AS IS" and "AS AVAILABLE," and may contain bugs or errors. We make no warranties regarding Beta Services and may discontinue them at any time. Our liability for any claims arising from Beta Services is limited to $50 USD.

3. Account Access & Customer Responsibilities

3.1. Account Security

You are responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account.

3.2. Your Conduct

You agree to use the Services only for lawful internal business purposes and in compliance with the "Acceptable Use Policy" outlined in Section 3.3.

3.3. Acceptable Use Policy

You agree that you will not, nor permit any third party, to:

• (a) Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying methodologies of the Services.
• (b) Scrape, or use any automated means to extract data from the Platform, the Assessments, or the Packs.
• (c) Resell, white-label, or sublicense the Services or any Assessments generated by the Services.
• (d) Use the Services to send spam, or use the "Community" to harass, defame, or solicit other members.
• (e) Upload any content that is illegal, infringing on third-party intellectual property rights, or contains viruses or other malicious code.
• (f) Attempt to breach any security or authentication measures of the Services.
• (g) Use the Services to build a competitive product or service, or to benchmark the performance of the Services against other AI models.
• (h) Use the Website Chatbot in any manner that attempts to extract proprietary information, circumvent its intended purpose, or generate outputs that misrepresent Servita's positions, pricing, or contractual commitments.

A breach of this policy may result in immediate suspension or termination of your account.

4. Fees, Subscriptions, and Payment

4.1. Assessment Fees

The fee for the "AI Opportunity Assessment" is a one-time, non-refundable charge, payable in advance. Work on the Assessment will not commence until payment is received.

4.2. Subscription Fees

Access to "Platform Functions" requires an active, paid subscription.

• Billing: Subscriptions are for an annual term, billed monthly in advance.
• Auto-Renewal: Your subscription will automatically renew for an additional one-year term at the then-current price, unless you cancel it prior to the renewal date.
• Price Changes: We reserve the right to change our subscription prices. We will provide you with at least thirty (30) days' notice of any price changes.

4.3. No Refunds (Our Policy):

• Assessments: All fees for Assessments are final and non-refundable once purchased, as our expert-led process begins immediately.
• Subscriptions: You may cancel your subscription at any time. Your cancellation will take effect at the end of your current annual term, and you will not be charged for the subsequent term. No refunds or credits will be provided for any partial subscription periods.

4.4. Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes (including VAT, GST, sales taxes, etc.) levied on your purchases.

5. Intellectual Property & Data Licenses

5.1. Servita's Intellectual Property

We own all right, title, and interest in and to the Services, the Platform, the Assessment methodology, the Assistant, and all content in the Packs (our "IP"). We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes, conditional on your compliance with these Terms.

5.2. Customer's Intellectual Property

You own all right, title, and interest in and to the confidential data you provide to us (your "Customer Data").

5.3. License Grant from Customer (Our Use of Your Data)

To provide and improve the Services, you grant Servita a worldwide, non-exclusive, royalty-free, perpetual license to use, host, process, analyze, and transmit your Customer Data solely for the following purposes:

• (a) To provide, maintain, and secure the Services for you (e.g., to generate your Assessment).
• (b) To pass your Customer Data to our third-party sub-processors, including commercial Large Language Model (LLM) providers like OpenAI, Google, or Anthropic, and third-party chatbot platform providers such as Botpress, to enable the functionality of the Services (including the Website Chatbot).
• (c) To the extent necessary to provide the Services, Servita acts as a data processor on behalf of the Customer in accordance with the Data Processing Addendum. Separately, the Customer acknowledges and agrees that Servita may use aggregated and fully anonymised data derived from Customer Data for the purposes of improving and enhancing the Services, including the development and training of proprietary algorithms and AI models. Such anonymised data will be irreversibly de-identified and will not contain any personal data or identifiable information. For the avoidance of doubt, Servita will not retain or use identifiable Customer Data for its own purposes beyond the scope of providing the Services in accordance with the Customer's instructions. All identifiable Customer Data will be deleted or returned upon termination of the Services, as set out in the Data Processing Addendum.

5.4. License for Assessments & Packs

We grant you a perpetual, non-exclusive license to use the Assessment output for your internal business purposes, provided full payment has been received.

Separately, we grant you a limited, revocable license to use "Packs" and other Platform content for your internal business purposes only while you maintain an active, paid subscription. You may not share this content with any third party (except for your partners, investors, or advisors under a duty of confidentiality) without our prior written consent.

5.5. Ownership of Usage Data

As between the parties, Servita exclusively owns all right, title, and interest in and to any anonymized, aggregated, or statistical data derived from your use of the Services ("Usage Data"), provided that such data does not identify you or your Customer Data. We may use this Usage Data for analytics, product improvement, and marketing.

5.6. Feedback

If you provide us with any suggestions, ideas, or feedback about the Services ("Feedback"), you agree that we (and our Affiliates) are free to use, implement, and own such Feedback without any compensation or obligation to you.

6. AI, Disclaimers, and Limitation of Liability

6.1. AI Service Acknowledgment

You acknowledge that the Services use a combination of our proprietary systems and commercially available large language models (LLMs).

6.2. Acknowledgment of and Consent to Third-Party AI Processing

The Services rely on third-party sub-processors, including commercial large language model (LLM) providers (such as OpenAI, Google, or Anthropic) and third-party chatbot platform providers (such as Botpress). You acknowledge and agree that, in order to provide the Services (including the Website Chatbot), Servita may transmit Customer Data and website visitor data to such sub-processors for processing in accordance with applicable data protection laws. Servita remains responsible for ensuring that any sub-processing arrangements comply with its obligations under the UK GDPR, including entering into appropriate data processing agreements with such providers.

However, you expressly acknowledge and accept that:

• (a) Servita does not control the internal logic, outputs, or performance of third-party AI models or third-party chatbot platforms; and
• (b) Servita shall not be liable for the accuracy, completeness, or reliability of any outputs generated by such third-party models or platforms, provided Servita has acted in accordance with these Terms and its data protection obligations.

You consent to the processing of your Customer Data and website visitor data by these third-party providers as sub-processors for the purposes of providing the Services.

6.3. Website Chatbot Disclaimer

Without limiting the generality of Sections 2.3, 6.4, or 6.5, you acknowledge and agree that:

• (a) No Authority to Bind. The Website Chatbot is an automated tool and has no authority whatsoever to enter into agreements, make offers, accept offers, vary terms, make representations or warranties, or otherwise bind Servita or create any legal obligation on the part of Servita. Any pricing, service descriptions, timelines, availability, or other information provided by the Website Chatbot is indicative only and does not constitute an offer or contractual commitment.
• (b) Accuracy Not Guaranteed. Despite our reasonable efforts to train the Website Chatbot, its responses are generated by artificial intelligence and may be inaccurate, incomplete, misleading, or out of date. The Website Chatbot may generate responses that do not reflect our current Services, pricing, policies, or positions.
• (c) Third-Party Platform. The Website Chatbot is powered by Botpress, a third-party platform. Servita does not control Botpress's infrastructure, uptime, or data processing practices. The availability and performance of the Website Chatbot is subject to Botpress's own operational status and its reliance on third-party LLM providers. Servita shall not be liable for any unavailability, interruption, or degradation of the Website Chatbot caused by Botpress or its sub-processors.
• (d) Data Processing. Any personal data or other information you submit to the Website Chatbot may be transmitted to and processed by Botpress and its sub-processors (including LLM providers such as OpenAI) in jurisdictions outside the United Kingdom and the European Economic Area. You should not submit sensitive personal data, confidential business information, or any data you would not wish to be processed by third-party AI providers to the Website Chatbot. For further details, please refer to our Privacy Policy and the Botpress Privacy Statement (available at botpress.com/legal/privacy-statement).
• (e) Limitation of Liability. To the fullest extent permitted by law, Servita's total aggregate liability arising from or in connection with the Website Chatbot shall not exceed fifty pounds sterling (£50). This limit applies whether the claim is in contract, tort (including negligence), breach of statutory duty, or otherwise.

6.4. Public Data & Web Browsing Features

Certain features of the Services (such as the Assessment, Assistant, or Website Chatbot) may query public data sources or the open web to provide current information. You acknowledge that Servita does not control these public sources and is not responsible for the accuracy, currency, or availability of any data retrieved from the web. Output containing public data may include third-party intellectual property which is cited for informational purposes.

6.5. CRITICAL DISCLAIMER (AI Accuracy)

The outputs from our Services (including but not limited to the Assessment, Assistant, Packs, and Website Chatbot) are based on data, algorithms, and third-party AI models. AI outputs may contain inaccuracies, errors, or "hallucinations." You must independently verify all information before relying on it.

6.6. No Professional Advice

All outputs are provided for informational and strategic insight purposes only and do not constitute legal, financial, or investment advice. Servita accepts no liability for any actions taken or decisions made based on the Services or any specific output (including the Assessment, Assistant, Packs, and Website Chatbot). You are 100% responsible for all business decisions you make.

6.7. Disclaimer of Warranties

The Services (including the Website Chatbot) are provided "as is" and "as available". Servita makes no warranties, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement.

6.8. Limitation of Liability (Financial Cap)

To the fullest extent permitted by law, in no event will Servita or its affiliates be liable for any indirect, consequential, special, punitive, or exemplary damages, including lost profits or lost business. Servita total, aggregate liability arising from or relating to these Terms or the Services will not exceed the total amount of fees paid by you to Servita in the twelve (12) months immediately preceding the event giving rise to the claim.

7. Data Privacy

Your privacy is important to us. Our collection and use of personal data are governed by our Privacy Policy. If you are a business operating in a jurisdiction (like the UK or EU) that requires it, your use of our Services is also governed by our Data Processing Addendum (DPA), which is hereby incorporated into these Terms.

Where you interact with the Website Chatbot, your data may also be processed by Botpress, Inc. and its sub-processors in accordance with Botpress's privacy statement. Our Privacy Policy contains further details on the categories of data collected through the Website Chatbot, the purposes for which it is processed, and the third parties with whom it may be shared.

8. Term and Termination

8.1. Term

These Terms begin when you first accept them and will continue as long as you have an active account or subscription.

8.2. Termination by You

You may cancel your subscription and terminate this agreement at any time by following the instructions in the Platform. (See Section 4.3 for refund policy).

8.3. Termination by Servita

We reserve the right to suspend or terminate your access to the Services at any time, without notice, for any material breach of these Terms.

9. General Provisions

9.1. Governing Law

These Terms, and any dispute arising from them, will be governed by and construed in accordance with the laws of England and Wales. If you are a consumer located in a jurisdiction that requires the application of local laws (such as the United States or Australia) to certain consumer rights, this clause will not apply to the extent that it would deprive you of the protection afforded to you by such mandatory provisions.

9.2. Dispute Resolution (Arbitration)

Any dispute, claim, or controversy arising from these Terms will be resolved by final and binding arbitration, rather than in court. The arbitration will be administered by the London Court of International Arbitration (LCIA) in accordance with its rules. The seat, or legal place, of arbitration shall be London, England. This clause does not prevent either party from seeking injunctive relief (an urgent court order) from a court of competent jurisdiction.

9.3. Jurisdiction (Courts)

Subject to Clause 9.2 (Arbitration), the courts of England and Wales shall have exclusive jurisdiction to:

• (a) grant injunctive or other interim relief in support of arbitration; and
• (b) enforce any arbitral award made pursuant to Clause 9.2.

Nothing in this clause shall permit a party to commence proceedings in the courts where the matter is required to be referred to arbitration under Clause 9.2.

9.4. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (except for any payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or catastrophic internet failures.

9.5. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to do so will be void.

9.6. Export Controls & Sanctions

The Services are subject to export control laws of the United Kingdom, the United States, and other jurisdictions. You agree to comply with all such laws and represent that you are not named on any government-prohibited party list and are not located in a country or region subject to a comprehensive trade embargo.

9.7. Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

9.8. Waiver

The failure of either party to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

9.9. Entire Agreement

These Terms, along with our Privacy Policy and DPA, constitute the entire agreement between you and Servita regarding the Services, and supersede all prior agreements.

9.10. Partner Referrals

If you purchased our Services through a partner's referral link or using a partner's code, you acknowledge and consent that we may share your purchase status (and other relevant, non-financial details) with that partner for the purpose of managing our commission and partnership agreements. More details on data sharing are available in our Privacy Policy.

9.11. Publicity

You grant us a limited, worldwide, royalty-free license to use your company's name and logo in our customer lists and marketing materials (e.g., on our website). You may revoke this license at any time by sending a written notice to us at legal-sme@servita.com.

10. Indemnification

You agree to defend, indemnify, and hold harmless Servita and its Affiliates, officers, and employees from and against any and all claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• (a) Your use of the Services in violation of these Terms or our Acceptable Use Policy
• (b) Your Customer Data, including any claim that your Customer Data infringes on a third party's intellectual property or privacy rights;
• (c) Your gross negligence or willful misconduct.