End User Licence Agreement

This End User Licence Agreement ("Agreement") is a legal agreement between:

(1) Omnie Ltd, a company registered in England and Wales (company number 06876062) whose registered office is at 16 Toft Green, York, YO1 6JT ("Omnie", "we", "us"); and

(2) the business or organisation identified in the applicable Order Form ("Customer", "you").

This Agreement governs your access to and use of the Omnie AI applications listed in Schedule 1 (each an "App") and takes effect on the date you first access an App or sign an Order Form, whichever is earlier ("Effective Date").

1. Definitions

"AI Token" means a unit of measurement of usage of the artificial intelligence features of an App, as metered by the App's built-in usage tracking.

"AI Token Limit" means the maximum number of AI Tokens an App may consume in a calendar month, as set out in Schedule 1 or the applicable Order Form.

"Storage Limit" means the maximum volume of data an App may store, as set out in Schedule 1 or the applicable Order Form.

"Order Form" means an order document or online order agreed between you and Omnie for one or more Apps.

"Subscription Term" means the period of your subscription to an App as stated in the Order Form, including any renewals.

"Customer Data" means data submitted to or generated within an App by you or your users, other than usage and diagnostic data.

2. Licence

2.1 Subject to your payment of the applicable fees and compliance with this Agreement, Omnie grants you a non-exclusive, non-transferable licence to access and use the Apps identified in your Order Form for your internal business purposes during the Subscription Term.

2.2 The licence extends to your employees and contractors acting on your behalf ("Authorised Users"). You are responsible for their compliance with this Agreement.

2.3 You must not: (a) copy, modify, or create derivative works of an App except as permitted by its built-in customisation features; (b) reverse engineer, decompile, or attempt to extract the source code of an App except to the extent permitted by law; (c) resell, sublicense, rent, or make an App available to any third party except your Authorised Users; (d) use an App to build a competing product; or (e) use an App in breach of applicable law.

3. AI Token and Storage Limits

3.1 Each App is subject to the monthly AI Token Limit and the Storage Limit set out in Schedule 1, unless different limits are stated in your Order Form.

3.2 AI Token consumption is metered by the App and resets on the first day of each calendar month. Unused AI Tokens do not roll over to the following month.

3.3 Storage is measured as the total volume of Customer Data and files held by the App at any time.

3.4 The App will notify your administrator when usage reaches 80% of the AI Token Limit or Storage Limit.

3.5 If the AI Token Limit is reached, the App's AI features will be suspended until the start of the next calendar month or until additional AI Tokens are purchased. If the Storage Limit is reached, the App will prevent new data and files from being stored until storage is freed or additional storage is purchased. Core non-AI functionality otherwise remains available.

3.6 Current usage against limits is visible to your administrator at all times in the App's settings.

4. Additional Usage

4.1 You may purchase additional AI Tokens and additional storage at any time at the rates in the then-current price list, by contacting your Customer Success Manager or through the App where available.

4.2 Additional AI Tokens purchased as a top-up are consumed after the monthly allowance and expire at the end of the Subscription Term. Additional storage applies for the remainder of the Subscription Term and renews with it.

4.3 Omnie may update additional usage pricing on renewal with at least 30 days' notice.

5. Hosting and Availability

5.1 Apps are hosted on secure, managed infrastructure provided by Omnie. We will use reasonable endeavours to make each App available 24 hours a day, excluding planned maintenance (notified in advance where practicable) and circumstances beyond our reasonable control.

5.2 We maintain regular backups of Customer Data and industry-standard security measures, including encryption of data in transit and at rest.

6. Support

6.1 You will be assigned a dedicated Customer Success Manager who learns your business to understand your needs and is available by phone or messenger during business hours to answer questions about how your Apps work and advise on improving them for your business.

6.2 Support requests may also be raised through the help and support section of each App.

7. Customer Data and Data Protection

7.1 You retain all rights in Customer Data. You grant Omnie a licence to host, process, and transmit Customer Data solely to provide the Apps and support.

7.2 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. To the extent Omnie processes personal data on your behalf, the parties will comply with the data processing terms in the applicable Order Form or a separate data processing agreement.

7.3 You are responsible for the accuracy and legality of Customer Data and for ensuring you have the rights necessary to submit it to the App.

7.4 On termination, we will make Customer Data available for export for 30 days, after which it will be deleted from live systems.

8. AI Features

8.1 AI-generated output is produced by statistical models and may contain errors. You are responsible for reviewing AI output before relying on it. AI output is provided for your internal business use and does not constitute professional advice.

8.2 Omnie tracks AI usage (including token counts and model costs) to operate the limits in clause 3. Usage data does not include the content of your prompts or Customer Data beyond what is required to provide the service.

9. Intellectual Property

9.1 Omnie and its licensors retain all intellectual property rights in the Apps, including customisations and configurations developed by Omnie. Nothing in this Agreement transfers ownership of an App to you.

9.2 You grant Omnie the right to use feedback and suggestions to improve the Apps without obligation to you.

10. Fees and Payment

10.1 Fees are as stated in the Order Form and are payable annually in advance unless otherwise agreed. Fees are exclusive of VAT.

10.2 All fees are non-refundable, and no refunds or credits will be given for any unused portion of a Subscription Term, except as expressly stated in clause 11.1 or as required by law.

10.3 If undisputed fees remain unpaid 14 days after written reminder, Omnie may suspend access to the Apps until payment is received.

11. Warranties and Liability

11.1 Omnie warrants that the Apps will perform materially as described in their documentation. Your exclusive remedy for breach of this warranty is repair, replacement, or a pro-rata refund.

11.2 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

11.3 Subject to clause 11.2, neither party is liable for indirect or consequential loss, loss of profits, or loss of data, and each party's total liability under this Agreement is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.

12. Term and Termination

12.1 This Agreement continues for the Subscription Term and renews in accordance with the Order Form.

12.2 You may not terminate this Agreement or any subscription before the end of the Subscription Term, except under clause 12.4. If you do not wish to continue, you may choose not to renew by giving written notice before the renewal date; your licence then ends when the current Subscription Term expires.

12.3 No refund of fees (in whole or part) is payable on early termination or non-renewal, except as set out in clause 12.4 or clause 11.1.

12.4 Either party may terminate for material breach not remedied within 30 days of written notice, or on the other party's insolvency. If you terminate under this clause for Omnie's unremedied material breach, Omnie will refund the pro-rata portion of prepaid fees for the unexpired part of the Subscription Term.

12.5 On termination or expiry, your licence ends and clauses intended to survive (including clauses 7.4, 9, 11, and 14) continue in force.

13. Changes

13.1 Omnie may update the Apps and this Agreement from time to time. Material changes to this Agreement will be notified at least 30 days before taking effect; changes apply from your next renewal unless required sooner by law.

14. General

14.1 Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger or sale of business.

14.2 Neither party is liable for delay or failure caused by events beyond its reasonable control.

14.3 This Agreement, together with the Order Form and Schedule 1, is the entire agreement between the parties regarding the Apps and supersedes prior discussions.

14.4 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

14.5 This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Schedule 1 — AI Token and Storage Limits

The following monthly AI Token Limits and Storage Limits apply per App instance. Limits stated in an Order Form take precedence. Additional usage may be purchased under clause 4.

AI Token Limits reset monthly. Storage Limits apply to total data held at any time.