Beta Services Agreement

1.1 This Beta Services Agreement (this “Agreement”) is between:

• Equilibriq Ltd, a company registered in England and Wales under number 16732746 whose registered office is at 124 City Road, London, EC1V 2NX (“Equilibriq”, “we”, “us”, “our”); and
• the entity identified in the account registration or the click-through acceptance, or, where no such entity is identified, you personally (“Client”, “you”, “your”).

1.2 You accept this Agreement by clicking “I accept” (or any equivalent control), by signing or returning an order form, or by accessing or using the Platform or Services. If you are accepting on behalf of an organisation, you warrant that you have authority to bind that organisation.

1.3 If you do not accept this Agreement, you must not access or use the Platform or Services.

2.1 “Platform” means Equilibriq's hosted software application providing AI-assisted due diligence for grid connection contracts and milestones in the context of compliance with the requirements of the National Energy System Operator (“NESO”) and applicable connections frameworks.

2.2 “Services” means access to the Platform and any related support, content, reports, outputs and documentation made available by Equilibriq.

2.3 The Services are provided as a free, non-production “beta” release for the purpose of evaluation and the provision of Feedback. They may be incomplete, may not operate as intended, may contain bugs or inaccuracies, and may be subject to change, suspension or discontinuance at any time without notice.

2.4 We may modify, suspend, withdraw or discontinue the Services (or any feature) at any time during the Beta Term. We will use reasonable efforts to give you notice where the Services will be discontinued for an extended period.

2.5 The Services do not constitute legal, regulatory, engineering, financial or other professional advice. The Services are intended to support, not replace, the professional judgement of qualified personnel. You are responsible for verifying the accuracy and suitability of any output before relying on it for any decision, submission or action (including any submission to or interaction with NESO, a distribution network operator, the regulator or any counterparty).

3.1 Subject to this Agreement, Equilibriq grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Beta Term to access and use the Platform and the Services solely for your internal business evaluation.

3.2 You may permit access only to your employees and contractors who need it for the purpose set out in clause 3.1 (each an “Authorised User”). You are responsible for the acts and omissions of each Authorised User as if they were your own.

3.3 You must keep credentials confidential and notify us promptly of any actual or suspected compromise. Equilibriq is not liable for any losses arising from the misuse or disclosure of credentials.

4.1 You must not, and must ensure that Authorised Users do not:

• use the Services other than for the purpose set out in clause 3.1;
• use the Services to provide services to or for the benefit of any third party, including affiliates, unless we agree in writing;
• copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, algorithms or training data of the Platform, except as permitted by law;
• use the Services to develop, train or improve any product or service that competes with the Platform;
• upload, transmit or process any content that infringes the rights of any person, is unlawful, defamatory, obscene, malicious or contains malware;
• upload special category personal data (UK GDPR Art. 9) or criminal offence data (Art. 10) unless we expressly agree in writing;
• upload payment card data, government identifiers or other particularly sensitive data;
• interfere with or disrupt the integrity, security or performance of the Services or attempt unauthorised access;
• use the Services in violation of any applicable law, regulation, sanctions regime or industry code; or
• benchmark, publish or disclose performance information about the Services without our prior written consent.

4.2 We may suspend access immediately if we reasonably believe you are in breach of this clause 4, are not paying any sums (when this becomes a paid service), or your use poses a risk to the security or integrity of the Services or other users.

5.1 “Client Data” means any data, content or materials you or your Authorised Users submit, upload, input or generate through the Services.

5.2 As between the parties, you retain all rights, title and interest in and to Client Data. You grant Equilibriq a non-exclusive, worldwide, royalty-free licence to host, copy, transmit and otherwise process Client Data solely to provide, support, secure and improve the Services.

5.3 You warrant that you have all necessary rights and (where applicable) consents to provide the Client Data to Equilibriq and to authorise the processing contemplated by this Agreement, and that Client Data will not violate any law or third-party right.

5.4 As between the parties, Equilibriq retains all rights, title and interest in and to the Platform, the Services, any outputs generated by the Services (other than Client Data), and all related intellectual property rights, including any improvements, enhancements and derivative works.

5.5 You may provide suggestions, ideas, comments or other feedback in relation to the Services (“Feedback”). You hereby assign to Equilibriq all rights, title and interest in and to Feedback, with full title guarantee. Equilibriq may use Feedback for any purpose without obligation or compensation.

5.6 We may generate and use anonymised and aggregated data derived from the use of the Services (for example, usage statistics, model performance, benchmarks). This data is not Client Data and may be used by Equilibriq for any lawful purpose, including improving the Services.

6.1 The Platform uses machine-learning, statistical and rules-based techniques and may use third-party large language model and generative AI services to produce outputs. AI outputs may contain errors, omissions or unexpected results and may not reflect the latest regulatory or industry developments.

6.2 You will not rely on any AI-generated output as the sole basis for any decision, submission to NESO or other authority, contractual position, or representation to a counterparty, and you will independently verify any output before such reliance.

6.3 We contractually require AI subprocessors not to use Client Data to train their foundation models. Where Client Data is processed by an AI subprocessor, we apply reasonable technical and contractual safeguards.

7.1 Each party will comply with its obligations under the UK General Data Protection Regulation, the Data Protection Act 2018 and other applicable data protection laws (collectively, “Data Protection Laws”).

7.2 For personal data we process as a controller (including data about Authorised Users, billing contacts and website visitors), our processing is described in our Privacy & Cookie Policy at https://equilibriq.com/privacy.

7.3 To the extent we process personal data within Client Data on your behalf (where you are a controller), we act as a processor and the terms set out in Schedule 1 (Data Processing Terms) apply.

7.4 Each party will assist the other to the extent reasonably necessary to comply with Data Protection Laws, including responses to data subject requests and regulatory enquiries.

8.1 Each party may receive non-public information of the other party that is identified as confidential or is reasonably understood to be confidential (“Confidential Information”). Each party will keep Confidential Information confidential, use it only to perform this Agreement, and protect it with the same care as its own confidential information (and in any event not less than a reasonable standard of care).

8.2 The obligations in clause 8.1 do not apply to information that is or becomes public other than by breach of this Agreement, is independently developed without use of the other party's Confidential Information, is rightfully received from a third party without restriction, or is required to be disclosed by law or regulator (subject to reasonable prior notice where lawful and practicable).

8.3 In addition, the existence, content and outputs of the Beta, the Services, the Platform, and any non-public information relating to them (including roadmap, pricing, performance and known issues) are Equilibriq's Confidential Information. You will not publish or disclose any such information without our prior written consent.

9.1 This Agreement starts on the Effective Date and continues until terminated in accordance with this clause 9 (the “Beta Term”).

9.2 Either party may terminate this Agreement for any reason on 7 days' written notice (which, in our case, may be given by email or in-Platform notice). We may terminate or suspend immediately if you breach this Agreement, if your use of the Services poses a security or legal risk, or if we discontinue the Beta.

9.3 On termination: (a) your right to access and use the Services ends; (b) we may delete Client Data after a reasonable period (typically 30 days), unless we are required to retain it for legal or compliance purposes; and (c) clauses that by their nature should survive (including clauses 4–6, 8, 10, 11, 12, 13 and 15) will survive.

9.4 You may export Client Data through any export functionality made available in the Platform during the Beta Term and for 30 days after termination, subject to availability.

10.1 Each party warrants that it has full power and authority to enter into this Agreement and to perform its obligations under it.

10.2 Each party warrants that its performance of this Agreement will comply with applicable laws.

11.1 Except as expressly set out in clause 10, and to the maximum extent permitted by law, the Platform, the Services and all outputs are provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind, whether express, implied or statutory.

11.2 We specifically disclaim implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, uninterrupted or error-free operation, and that the Services will meet your requirements or expectations or any regulatory or industry standard.

11.3 You acknowledge that during the Beta the Services may be unstable, incomplete and produce inaccurate results. You bear the risk of any reliance you place on the Services or their outputs.

12.1 Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) any other liability that cannot lawfully be limited or excluded.

12.2 Subject to clause 12.1, and to the maximum extent permitted by law, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

• loss of profits, revenue, business, contracts, anticipated savings or goodwill;
• loss or corruption of data (other than as expressly provided in this Agreement);
• loss arising from any decision made or action taken in reliance on Services outputs;
• regulatory fines, penalties or sanctions, save to the extent that such fines arise directly from Equilibriq's breach of its data protection processor obligations in Schedule 1; or
• any indirect, special or consequential loss or damage.

12.3 Subject to clause 12.1, and to the maximum extent permitted by law, Equilibriq's total aggregate liability arising out of or in connection with this Agreement and the Services, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed £1,000 (one thousand pounds sterling).

12.4 The cap in clause 12.3 reflects the fact that the Services are provided free of charge during the Beta. You acknowledge that the limitations and exclusions in this clause 12 are reasonable in the circumstances and form a fundamental basis for our willingness to provide the Beta on a no-fee basis.

13.1 You will indemnify and hold harmless Equilibriq and its personnel from and against all losses, costs, damages and expenses (including reasonable legal fees) arising from any third-party claim relating to: (a) Client Data; (b) your or any Authorised User's breach of clause 4 (Acceptable use) or clause 8 (Confidentiality); or (c) your or any Authorised User's decisions, submissions or representations to NESO, any regulator, distribution network operator or other counterparty based on use of the Services.

14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than payment obligations) if such delay or failure results from events, circumstances or causes beyond its reasonable control.

15.1 Entire agreement. This Agreement (including Schedule 1) is the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings and communications.

15.2 Variation. We may update this Agreement from time to time. We will notify you of material changes (for example, by email or in-Platform notice). If you continue to use the Services after the changes take effect, you will be deemed to have accepted them.

15.3 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a corporate reorganisation, merger, acquisition or sale of all or substantially all of our assets.

15.4 No partnership. Nothing in this Agreement creates a partnership, agency or joint venture between the parties.

15.5 No third-party rights. A person who is not a party to this Agreement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

15.6 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; the remaining provisions will continue in full force.

15.7 Notices. Notices to Equilibriq should be sent to contact@equilibriq.com. Notices to you may be sent to the contact details associated with your account.

15.8 Publicity. Neither party may use the other party's name or marks without prior written consent, except that Equilibriq may identify you as a beta participant in private discussions with prospective customers and investors.

15.9 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

These Data Processing Terms apply where Equilibriq processes personal data within Client Data on the Client's behalf in the course of providing the Services. They form part of the Agreement and incorporate by reference the obligations required by Article 28 of the UK GDPR. Terms not defined in this Schedule have the meanings given in the body of the Agreement or in the Data Protection Laws.