Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the Usermode website, platform, and services (collectively, the "Services") provided by Usermode ("we", "our", or "us").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

These Terms constitute a legally binding agreement between you and Usermode. We are a company registered in England and Wales, and these Terms shall be governed by English law.

2. Description of Services

Usermode provides an enterprise AI integration platform that enables organisations to connect their systems, automate workflows, and deploy AI-powered capabilities. Our Services include:

• System integration and API connectivity
• AI-powered workflow automation
• Custom AI agent deployment
• Data processing and analytics
• Implementation, training, and support services

3. Account Registration

To access certain features of our Services, you may be required to register for an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorised use of your account

4. Service Agreements

Use of our platform and services is subject to a separate Service Agreement that will be provided upon engagement. The Service Agreement will detail:

• Scope of services and deliverables
• Implementation timeline and milestones
• Pricing, payment terms, and invoicing schedule
• Service level agreements (SLAs)
• Data processing terms
• Support and maintenance provisions

In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail to the extent of the inconsistency.

5. AI Token Usage and Billing

Our Services utilise artificial intelligence capabilities that consume computational resources measured in "tokens". You acknowledge and agree that:

• AI token consumption is billed separately from platform fees
• Token usage is calculated based on actual consumption
• You are responsible for all token charges incurred through your account
• We provide usage dashboards and cost forecasting tools for transparency
• Token pricing may be adjusted with reasonable notice

6. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in any way that violates applicable laws or regulations
• Attempt to gain unauthorised access to any part of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Transmit any malicious code, viruses, or harmful content
• Use the Services to process data in violation of data protection laws
• Reverse engineer, decompile, or attempt to extract source code
• Resell or redistribute the Services without our express written consent
• Use the Services to develop competing products or services

7. Intellectual Property Rights

Our Intellectual Property: The Services, including all content, features, functionality, software, and technology, are owned by Usermode and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable licence to use the Services in accordance with these Terms.

Your Data: You retain all rights in any data, content, or materials you provide through the Services ("Your Data"). You grant us a licence to use Your Data solely to provide and improve the Services.

Feedback: Any suggestions, ideas, or feedback you provide regarding the Services may be used by us without restriction or obligation to you.

8. Data Protection and Processing

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR. Where we process personal data on your behalf as a data processor, the following applies:

• We shall process personal data only on your documented instructions
• We shall implement appropriate technical and organisational security measures
• We shall assist you in responding to data subject requests
• We shall delete or return personal data upon termination of services
• We shall notify you promptly of any personal data breach

A Data Processing Agreement (DPA) will be provided as part of our Service Agreement where required.

9. Confidentiality

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party. Confidential information shall not be disclosed to third parties without prior written consent, except:

• To employees or contractors who need access and are bound by confidentiality obligations
• As required by law, regulation, or court order
• Information that becomes publicly available through no fault of the receiving party

10. Service Availability and Support

We strive to maintain high availability of our Services. However, we do not guarantee uninterrupted access. The Services may be temporarily unavailable for:

• Scheduled maintenance (with reasonable advance notice)
• Emergency maintenance or security updates
• Circumstances beyond our reasonable control

Specific service level commitments, including uptime guarantees and support response times, are detailed in your Service Agreement.

11. Limitation of Liability

To the maximum extent permitted by law:

• The Services are provided "as is" without warranties of any kind, whether express or implied
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the fees paid by you in the twelve (12) months preceding the claim

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Usermode and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to your use of the Services, your breach of these Terms, or your violation of any rights of a third party.

13. Term and Termination

These Terms remain in effect until terminated. We may terminate or suspend your access to the Services:

• For breach of these Terms
• For non-payment of fees
• If required by law
• At our discretion with reasonable notice

Upon termination, your right to use the Services will cease immediately. Provisions that by their nature should survive termination shall continue in effect.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or by other appropriate means. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

15. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation.

16. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any Service Agreement, constitute the entire agreement between you and Usermode.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

17. Contact Us

If you have any questions about these Terms, please contact us at: