Terms of Service

These Terms of Service (“Terms”) are between Centrus AI Ltd, company number 15822500, whose registered office is 10-12 Mulberry Green, Old Harlow, Essex, CM17 0ET, United Kingdom (“we”, “us”, “our”), and the organisation that creates an account, subscribes, or otherwise uses the Services (“you”, “your”, “the Customer”).

If you accept these Terms on behalf of an organisation, you confirm you are authorised to bind it. The Services are supplied to businesses, not to consumers. If you are a consumer, statutory rights that cannot be excluded remain unaffected.

These Terms take effect when you first create an account, start a paid subscription, click to accept, or otherwise use the Services, and continue in accordance with clause 16.

If we have signed a separate order form, services agreement or data processing agreement with you, that document prevails over these Terms to the extent of any conflict. These Terms fill any gap.

These Terms, including the data processing terms in clause 6, together with the plan details published at centrus.ai/pricing or agreed in writing, form the entire agreement between the parties in respect of the Services and supersede prior discussions and representations.

Notices to us go to support@centrus.ai. Notices to you go to the email on the account.

We provide a subscription platform for service businesses which may include:

• Train. The knowledge module in which the Customer stores, syncs and tags documents, files, websites, audio and other sources, with tag-level permissions.
• Chat. An AI interface for Users via the web application, WhatsApp and Microsoft Teams, which answers questions grounded in Customer Data and Connected Systems and may perform Actions.
• Agent Builder. A module which enables the Customer to create, configure, test and deploy its own Agents, which run in the background and may perform Actions.
• Front Desk. A customer-facing assistant on the Customer’s website and a voice agent on a telephone number, which may answer calls, send SMS, and record and transcribe those calls. Front Desk answers from the Train knowledge the Customer chooses to expose. Voice agents are Agents and are subject to clause 7.
• Integrations. Connections into the systems the Customer’s business already uses.

What is included in a plan, including User numbers, storage, message credits, automation credits and support, is as published at centrus.ai/pricing, or as varied in writing. Add-ons may be purchased through the application.

We may add, modify or remove features over time. We will not make a change that materially reduces the core functionality of the Customer’s paid plan without giving at least 30 days’ notice.

Where Front Desk includes a voice agent, calls may be recorded and transcribed as part of the Services. Recordings and transcripts are Customer Data. The Customer is responsible for giving any notice, obtaining any consent, and meeting any other requirement that applies to the recording of those calls.

Subscriptions are billed monthly or annually in advance through the application, by debit card, credit card or Bacs Direct Debit, processed by Stripe, or by another method we agree in writing. Use of Stripe is subject to Stripe’s own terms. Invoices go to the email the Customer nominates. All fees are exclusive of any applicable taxes.

Chat answers use message credits and Agent runs use automation credits, at the rates shown in the application. How many credits an answer or run uses depends on the AI model, the data processed, the number of Actions and the amount of AI reasoning applied. Estimates are indicative only. Unused credits do not roll over to the next allowance period unless we say so for a specific add-on.

If usage reaches the monthly automation credit allocation (including any purchased blocks), further Agent runs will not start until the Customer purchases additional credits or the allocation resets. A run that has already started is allowed to finish. We do not continue Agent usage beyond the limit on an unpurchased overage basis, and we do not charge retrospectively for usage above the limit without the Customer purchasing additional credits.

We may change our prices on 30 days’ written notice, taking effect at the Customer’s next renewal. If the Customer does not accept the change it may cancel before the change takes effect.

If a payment fails we may suspend access after giving notice and a reasonable opportunity to resolve it.

Fees are non-refundable, except for the prorated adjustment on cancelling in clause 15.2, as provided in clause 14.1, or where the law requires.

The Customer is responsible for all activity under its account, for maintaining the security of credentials, and for ensuring its Users comply with these Terms.

Login credentials are personal to each User and must not be shared. The Customer must notify us promptly of any unauthorised access.

The Customer is responsible for configuring access controls, tags and permissions so that Users only see the information the Customer intends them to see. We provide the controls; the Customer decides how they are applied.

The Customer retains all rights in Customer Data. Nothing in these Terms transfers ownership of it to us.

The Customer grants us a limited, non-exclusive licence to host, process, transmit and display Customer Data solely to provide, maintain, secure and support the Services, and to comply with law.

We do not use Customer Data or Outputs to train, fine-tune or improve any AI model, ours or a third party’s. Training is switched off on our AI provider account.

We may generate and use anonymised, aggregated statistics about platform usage which do not identify the Customer, its Users, or its clients.

The Customer is responsible for ensuring it has the right to provide Customer Data to us and for the lawfulness of it. The Customer must not upload special category data, payment card data, or data subject to sector-specific regulation, unless agreed in writing in advance.

Where we process personal data on the Customer’s behalf, the Customer is the controller and we are the processor. Clauses 6.6 to 6.9 are the processing terms UK GDPR requires, and they apply to every Customer. If we have signed a separate data processing agreement with the Customer, it prevails (clause 1.4). Enterprise customers can ask for a data processing agreement tailored to them.

We process Customer Data to provide, maintain, secure and support the Services, for as long as the subscription lasts and until it is deleted under clause 15.4. It is whatever the Customer and its Users put into the platform or connect to it, typically names, contact details, job and customer records, messages, call recordings and transcripts, about the Customer’s staff, its clients and its other contacts.

We will:

• process Customer Data only on the Customer’s documented instructions, which are these Terms and the settings the Customer chooses in the platform, unless the law requires otherwise, in which case we will tell the Customer first where the law allows
• make sure everyone who processes it is bound by confidentiality
• keep appropriate technical and organisational security measures in place, as described on our Security page
• use subprocessors only under written terms that protect the data to the same standard. These Terms give our general authorisation to do so. We give at least 30 days’ notice of a new subprocessor, and the Customer may object on reasonable data protection grounds. If we cannot resolve the objection, the Customer may cancel. The full list is available on request
• transfer personal data outside the UK only with appropriate safeguards in place
• help the Customer respond to people exercising their data protection rights, and with security, breach notification, impact assessments and consultation with the Information Commissioner, taking into account the nature of the processing and the information available to us
• tell the Customer without undue delay, and within 24 hours, after becoming aware of a personal data breach affecting Customer Data
• delete or return Customer Data at the end of the Services, as set out in clause 15.4, unless the law requires us to keep it
• make available the information needed to show we meet clauses 6.6 to 6.9, and allow an audit once a year on 30 days’ written notice. Where the Customer agrees, our current certifications and security documentation can stand in place of an audit

We will tell the Customer straight away if we think an instruction breaks data protection law.

Where the Agent Builder is available on the Customer’s plan, the Customer may create, configure, test and deploy Agents, subject to the automation credit allocation. We may provide training and example Agents.

The Customer is responsible for the design, configuration, instructions, rules, templates and testing of any Agent it creates. Our responsibility in respect of such Agents is limited to the Agent Builder functioning materially as described. We are not responsible for the behaviour, Outputs, Actions or consequences of an Agent the Customer has configured.

The Customer may ask us to build an Agent on its behalf. Where we do so, the time is drawn from any included support, or quoted separately. Agents we build are configured to a specification agreed with the Customer.

The Customer is responsible for reviewing and approving the rules and templates an Agent applies before it goes live, and for monitoring it once running. Where an Agent performs Actions that have commercial or contractual consequences, including issuing a quote, raising a purchase order, or sending communications, the Customer decides whether those Actions require human review, and configures the Agent accordingly. Where the Customer elects not to apply human review, it does so at its own risk.

Where we build an Agent, we are responsible for building it to the agreed specification, and clause 14.1 sets out the Customer’s remedy if we fail to do so. We are not responsible for the commercial, contractual or operational consequences of Actions performed within an approved specification, including where the Customer has not applied human review.

We retain all rights in the platform, Train, Chat, Agent Builder, Front Desk, and the underlying methods and infrastructure, including anything developed while building Agents for the Customer. The Customer owns its configuration, templates, rules, and the Outputs produced.

Outputs are generated, not verified. Outputs are provided as-is. We do not warrant that Outputs are accurate, complete, current or fit for any particular purpose.

Hallucination is a known characteristic of this technology. AI systems can produce content that is plausible but incorrect, including fabricated detail. This is an inherent property of the underlying models. An Output that is inaccurate, incomplete or fabricated does not constitute a defect in, or a failure of, the Services.

The Customer is responsible for verifying Outputs before relying on them for any material purpose, including operational, commercial, financial, safety, compliance or legal decisions. The Customer acknowledges that we have expressly advised it to apply human review, and that any decision to rely on an Output without review is taken at the Customer’s own risk.

Outputs must not be treated as professional advice of any kind, including legal, financial, accounting, engineering, health and safety, or regulatory advice.

As between the parties, the Customer owns the Outputs generated from its inputs, and we assign to the Customer any rights we may have in them. Outputs generated for other customers from similar inputs may be similar, and we give no exclusivity commitment in respect of Outputs.

Our indemnity at clause 14.5 does not extend to Outputs.

The Customer is responsible for holding valid licences and API access for any Connected System, and for any fees the provider charges for that access. Some providers charge separately for API access. Those charges are a matter between the Customer and that provider.

By connecting a system the Customer confirms it is authorised to grant us access to it and to the data within it.

Connected Systems are operated by third parties. We are not responsible for their availability, accuracy, security, pricing, or for changes they make. If a provider changes or withdraws its API, restricts access, or alters its data model, functionality that depends on it may be reduced or cease to work. We will notify the Customer if we become aware of a change that materially affects its setup, and will use reasonable efforts to adapt, but we do not guarantee continuity of any third party dependency.

The Customer’s use of a Connected System through our platform remains subject to that provider’s own terms.

The Customer must not, and must not permit any User to:

• use the Services in breach of any law or regulation
• upload malicious code, or attempt to breach, probe or disrupt the platform’s security
• reverse engineer the platform, or attempt to extract its models, prompts or underlying methods
• use the Services, Outputs, or access provided to develop, train or benchmark a competing product
• resell, sublicense or provide the Services to third parties without our written permission
• exceed usage limits by artificial means, or share credentials to circumvent seat limits
• use the Services to generate unlawful, deceptive, harassing or infringing content
• use the Services to make decisions about individuals producing legal or similarly significant effects without meaningful human review
• use the Services to send marketing messages, texts, emails or calls without the consent and opt-out the law requires

The Customer is responsible for complying with the marketing and communications law that applies to every message, text, email and call it sends through the Services, including through Front Desk and Agents, such as the Privacy and Electronic Communications Regulations, in the same way as if it used any other communications provider.

We may suspend access immediately where we reasonably believe there is a security risk, unlawful use, or a material breach of this clause. Where practical we will notify the Customer first.

We aim for 99.5% monthly availability of the platform, excluding scheduled maintenance and events outside our reasonable control. This is a target and not a guaranteed service level.

We will give reasonable notice of planned maintenance where practical, and will schedule it outside our support hours where possible.

Support is by email and in the application, 08:00 to 17:00 UK time, Monday to Friday. We aim to reply the same working day. Large Team and Enterprise customers get priority support, with every request acknowledged within 24 hours. These are targets and not guaranteed response times. Included onboarding, training and configuration assistance is as published for the Customer’s plan. Work beyond that may be quoted separately.

We own and retain all rights in the platform, our software, models, prompts, integrations, documentation, website and branding. These Terms grant the Customer a limited, non-exclusive, non-transferable right to use the platform during its subscription, and nothing further.

If the Customer provides feedback or suggestions, we may use them without restriction or obligation.

Each party may receive confidential information from the other. Each party will keep the other’s confidential information secure, use it only to perform these Terms, and not disclose it except to those who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or required to be disclosed by law.

We reserve the right to describe, discuss and reference the nature of the work carried out under these Terms, including the categories of workflow automated, the functionality developed, the technical approaches used, and the general outcomes achieved, for product development, marketing, sales, training, investor and partner discussions, and internal knowledge sharing. This right extends to anonymised and generalised descriptions and to aggregated results. It operates as an agreed carve-out from clause 13.1.

We may name the Customer as a customer of Centrus, and show its name and logo on our website, in sales and marketing materials and in presentations. We will not publish a case study, quote or testimonial identifying the Customer without its prior written consent.

The Customer can ask us not to use its name or logo at any time, by emailing support@centrus.ai. If it asks before we have used them, we will not use them. Otherwise we will remove them from our website and any other live materials within 28 days of the request. We do not have to recall materials that have already been printed or sent.

If the Customer wishes any specific process, document, commercial term or other matter to be excluded from clause 13.2, it must notify us in writing identifying that matter. We will honour any such designation from the date of notification.

We warrant that we will provide the Services with reasonable skill and care. If the Services fail to perform materially in accordance with these Terms, the Customer must notify us in writing with sufficient detail to allow us to reproduce the issue. Our sole obligation, and the Customer’s exclusive remedy, is that we will use reasonable efforts to correct the issue, and if we are unable to do so within a reasonable period, the Customer may terminate the affected element of the Services and receive a pro-rata refund of fees paid in advance for the unused period. For the avoidance of doubt, the matters described in clauses 8.2, 9.3, 7.2 and 7.5 do not constitute a failure of the Services.

Except as expressly stated in clause 14.1, the Services are provided as-is, and all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

Nothing in these Terms limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited.

Subject to clause 14.3, each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by the Customer under these Terms as at the date of the event giving rise to the claim, up to a maximum of the fees paid in the 12 months immediately preceding that date. Neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss.

We will defend the Customer against any third party claim that the platform, as provided by us and used in accordance with these Terms, infringes that party’s intellectual property rights, and will pay damages finally awarded, provided the Customer notifies us promptly and gives us control of the defence. This does not apply to Outputs, to Customer Data, or to use of the Services in breach of these Terms.

The Customer will indemnify us against claims arising from Customer Data, from use of the Services in breach of these Terms, from Agents the Customer has configured, and from Actions performed within a specification the Customer approved.

The subscription runs month to month, or for the annual period paid for, and renews automatically unless cancelled.

The Customer may cancel at any time from billing in the application or by email. The plan ends when the Customer cancels, with a prorated adjustment for the unused part of the period paid for, and nothing more is charged after it ends. Add-ons are separate subscriptions and are cancelled separately.

Either party may terminate immediately if the other commits a material breach not remedied within 30 days of written notice, or becomes insolvent.

On termination, access ceases. Accrued fees remain payable. On request we will provide an export of Customer Data in a commonly used format. We delete Customer Data within 90 days of termination or of a documented deletion request, unless retention is required by law. Clauses 6, 12, 13, 14 and 15.4 survive termination.

We may update these Terms. For material changes we will give at least 30 days’ written notice, taking effect at the Customer’s next renewal. Non-material changes may take effect immediately.

If the Customer does not accept a material change it may cancel before the change takes effect.

The public website at centrus.ai is provided for information about Centrus. It does not constitute an offer, and descriptions of the product may change. Nothing on the website is professional advice.

You may not scrape, copy or republish the website in bulk, or use it to build a competing product, without our written permission. You may link to it, fairly and in context.

The website may include links to third parties. We are not responsible for their content or practices.

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Neither party is liable for failure to perform caused by events beyond its reasonable control.

The Customer may not assign these Terms without our written consent. We may assign them to a successor in connection with a merger, acquisition or sale of assets.

Nothing in these Terms creates a partnership, joint venture or employment relationship.

No person other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remainder stays in full effect.