Terms of service

The suite of AI-powered customer engagement tools provided by MIA, including but not limited to AI receptionists, AI booking agents, AI sales agents, customer relationship management (CRM) tools, customer-specific knowledge base or “knowledge layer” functionality, tracking software, and any associated APIs, software, websites, telephony services or support services.

Any data, content, or information that you (or your end users) provide to MIA or input into the Services, including but not limited to your business data, customer lists, communications content (such as call recordings, call transcripts, emails, chat logs), and any customer-specific knowledge base content you upload or configure in the Services. Customer Interaction Data (such as the content of AI-generated calls, messages, or interactions with your end customers through the Services) is considered part of Client Data.

All intellectual property and materials provided by MIA or used in providing the Services, including without limitation the underlying software, algorithms and AI models, templates, know-how, documentation, user interfaces, trademarks, and any improvements or modifications thereto. MIA Materials do not include Client Data.

The content generated by the Services in response to any input or situation, such as emails, messages, voice call dialogue, or other communications produced by the AI on your behalf. (All such Outputs are AI-generated by the Service.)

The plan or agreement under which you purchase the Services (e.g., monthly or annual subscription, possibly with usage-based components), as set out in an order form, online signup, or other written agreement between you and MIA.

The Data Processing Agreement, which outlines the parties’ obligations concerning personal data processing under UK GDPR and other applicable data protection laws.

MIA provides AI-driven customer engagement solutions. This means that all communications or content generated through the Services – including emails, messages, chat responses, and voice call interactions – are automatically generated by artificial intelligence rather than by human agents. By using the Services, you acknowledge and consent that your customers and end-users will be interacting with an AI system.

You understand that AI technologies have inherent limitations. All outputs from the Services are provided “as is” and are generated by automated machine learning models. While we strive for accuracy and helpfulness, the AI may occasionally produce incorrect, incomplete, or inappropriate content. You agree that use of any AI-generated Output is at your sole risk. You are responsible for reviewing and (if necessary) editing or validating AI Outputs before using them in your business processes or transmitting them to your end customers. In important situations, you should not rely solely on AI Outputs without human oversight or verification.

MIA makes no guarantee that AI-generated Outputs will be factually correct, complete, or suitable for any specific purpose. The content may not always reflect current information or your industry’s requirements. You are solely responsible for determining the appropriateness of any Output for your use case, and for any decisions or actions you take based on the information provided by the AI. If the AI provides any scheduling, booking, or sales-related information, you should confirm that information as needed. MIA disclaims any liability for actions you or your end users take in reliance on AI-generated outputs.

We recommend (and in some jurisdictions, it may be required) that you inform your customers that they are interacting with an AI service, especially during voice calls or chat interactions. It is your responsibility to comply with any laws or regulations that mandate disclosure of automated or AI involvement in communications.

To use the Services, you may need to register an account. You agree to provide accurate and up-to-date information when registering. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You will promptly notify MIA of any unauthorised access or security breach relating to your account.

You may allow your employees or contractors (“Authorised Users”) to access the Services under your account, solely for your benefit. You are responsible for your Authorised Users’ compliance with these Terms. You shall ensure each Authorised User is bound by confidentiality and use obligations no less restrictive than those in these Terms. Sharing of login credentials between multiple individuals is prohibited – each user should have a unique login if required by the Service.

You agree to use the Services only for lawful business purposes and in compliance with these Terms and all applicable laws. You will not (and will not allow any third party to):

You are solely responsible for your relationship and communications with your end customers. This includes ensuring that the content and frequency of communications sent via the Services (whether via phone, email, or other channels) comply with applicable laws such as direct marketing/anti-spam laws (e.g., the Privacy and Electronic Communications Regulations (PECR) in the UK, CAN-SPAM Act in the US, or similar laws in other jurisdictions). If you use MIA’s Services to contact individuals (e.g., for sales or marketing calls/emails), you must ensure you have the necessary consent or other lawful basis to do so and that required opt-out or disclosure mechanisms are provided. You are also responsible for providing any required customer service or dispute resolution to your customers arising from interactions handled by the AI; MIA only provides the underlying technology.

The Services may evolve over time. MIA may make updates, improvements or changes to the Services (for example, to improve AI performance or add/remove features). We will endeavor to notify you of material changes. However, unless a separate Service Level Agreement or product roadmap commitment is in place, MIA reserves the right to modify or discontinue any part of the Services at any time. If any change to the core functionality materially reduces the service’s utility to you, you may notify us and, if we cannot address your concern, you may choose to terminate under Section 12.

The Services are provided on a subscription or usage-based fee model. You agree to pay the fees set forth in your order form or subscription plan for the Services. Subscription fees may be charged monthly, annually, or as otherwise stated in your plan. If your plan includes a usage component (e.g., a certain number of AI interactions, minutes of calls, or other usage beyond a base allowance), you may be charged overage or pay-as-you-go fees for usage exceeding your plan limits, at the rates specified in your order or our pricing documentation.

Unless otherwise agreed in writing, subscription fees are billed in advance (on a monthly or annual basis, as per your plan) and usage fees or overages are billed in arrears or as incurred. Payments will be made via the payment method you provide (such as credit card or bank transfer). You agree to keep your billing information current and accurate. All fees are stated and payable in the currency indicated on your order or invoice. Taxes (such as VAT) will be added as required by law and are your responsibility (except taxes on MIA’s income).

If you fail to pay fees when due, MIA reserves the right to suspend access to the Services until payment is brought current. We will provide notice (e.g., via email) before suspension. Late payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower), from the due date until paid. You will be responsible for any reasonable costs of collection (such as legal fees) for overdue amounts.

Except as expressly provided in these Terms or as required by law, all fees are non-refundable. For clarity, if you choose to terminate the Services or downgrade your plan before the end of a paid term, you will not be entitled to a refund of fees already paid (unless a statutory cooling-off right applies and has not been waived).

MIA may modify the fees for the Services upon renewal of your subscription or for new services. We will give you reasonable advance notice of any fee increase (for example, by email or via the Service interface at least 30 days before the new fees take effect). If you do not agree to the revised fees, you may elect not to renew or to terminate the affected Services before the new fees apply.

As between you and MIA, you retain all rights, title, and interest in and to your Client Data (including your customer information, the content of your communications and interactions, and any customer-specific knowledge base or content you provide to the Service). MIA does not claim ownership of Client Data. You grant MIA a non-exclusive, worldwide, royalty-free license to host, use, process, copy, transmit, and display your Client Data solely as necessary to provide the Services to you and to fulfill our obligations under these Terms. This license includes the right for us to use and manipulate Client Data for purposes of troubleshooting, support, and improving your individual use of the Service, but not to use your Client Data to train or improve our generalised AI models except as permitted under Section 6.5 below.

MIA and its licensors retain all rights, title, and interest in and to the Services and MIA Materials, including all associated intellectual property rights. All software, algorithms, models, interfaces, documentation, trademarks, service marks, and other technology provided by MIA are protected by intellectual property laws. No rights or licenses are granted to you with respect to the Services or MIA Materials, other than the limited rights expressly granted in these Terms. Subject to your compliance with these Terms and payment of all applicable fees, MIA grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the term of your subscription to access and use the Services for your internal business purposes, and as further described in your plan or order. You shall not remove or obscure any copyright, trademark, or other proprietary notices on any MIA Materials.

The content of communications generated by the AI (the Output) may include or be derived from your Client Data (for example, if the AI uses information from your knowledge base to answer a customer’s question, or if a customer provides their personal information during a call). To the extent Output includes or is derived from Client Data, it shall be considered Client Data and you retain ownership of that content. To the extent any Output includes MIA Materials or is generated by the underlying AI model independent of your unique data, MIA retains ownership of the underlying technology and model-generated processes, but MIA makes no claim of ownership over the specific text or content of the communications delivered to your customers. In practical terms, this means you and your customers are free to use and further distribute the actual communications content generated (e.g., an email or a call transcript) as needed in the course of your business, but you do not gain any ownership of the AI software or models that produced that content.

If you provide MIA with any feedback, suggestions, or ideas regarding the Services, you acknowledge that such feedback is given voluntarily. MIA shall be free to use, disclose, reproduce, license, or otherwise exploit the feedback provided to improve or enhance our products and services without obligation or restriction. You hereby grant MIA a perpetual, irrevocable, sublicensable, royalty-free license to use and incorporate any feedback you provide, and you agree that you have no rights in any improvements or modifications made by MIA that are based on or incorporate your feedback.

Both parties agree to comply with all applicable data protection and privacy laws in relation to the processing of personal data under these Terms, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and any other applicable legislation relating to personal data protection in any jurisdiction. You represent and warrant that you have obtained all necessary rights, consents, and legal bases to permit MIA to process the personal data of any individuals that you or your end users input into the Services. This includes, for example, having a lawful basis to have customer telephone calls answered by an AI system and recorded or transcribed, if that occurs.

To the extent MIA processes any personal data on your behalf as part of providing the Services (for example, personal data about your customers contained in communications or in your customer database), the parties agree that you are the “Data Controller” (or equivalent term under applicable law) and MIA is your “Data Processor” with respect to such personal data. MIA will only process such personal data on your documented instructions as described in these Terms (and the DPA), and for the purposes of providing the Services and fulfilling our obligations. MIA will not be responsible for any data processing that you direct us to perform that violates any law (e.g., if you input personal data that you are not allowed to have or retain, that will be your responsibility).

The parties shall enter into or be deemed to have entered into a Data Processing Agreement (“DPA”) which forms part of these Terms. The DPA governs in more detail the processing of personal data by MIA on your behalf, as required by UK GDPR Art. 28 and equivalent provisions. If we process personal data on your behalf, our DPA (reflecting the requirements of GDPR/UK GDPR) is hereby incorporated by reference. The current version of the DPA is available at [MIA’s website or upon request], and may be updated from time to time to reflect changes in law or our subprocessors. Among other things, the DPA specifies our obligations for safeguarding personal data, our assistance with data subject rights, and restrictions on international data transfers (if applicable).

MIA will treat Client Data as your confidential information and will only process it as permitted under these Terms. We implement and maintain appropriate technical and organisational security measures to protect Client Data against unauthorised access, loss, or disclosure, taking into account the state of the art and the costs of implementation, as required by applicable law. Details of our security measures may be described in the DPA or our Security Policy. However, you acknowledge that no system is perfectly secure; accordingly, we cannot guarantee absolute security of data. You are responsible for maintaining the security of your own systems, credentials, and copies of your data where applicable.

By default, MIA will not use your Customer Interaction Data (e.g., transcripts or content of your interactions with end users through the Service) to train or improve our generic AI models. We will not use or incorporate the content of your communications or your knowledge base into our AI’s learning dataset, except in the following limited cases: (a) if you explicitly opt-in to such use (for example, via a feature or setting that allows you to contribute data to improve the service); or (b) if a specific excerpt of data is provided by you to MIA for support, troubleshooting, feedback or complaint-handling purposes, we may use that data to the minimum extent necessary to resolve your support issue or to improve the Service in direct response to your feedback. In case (b), any personal data within that content will continue to be handled in accordance with our DPA and privacy obligations, and such content will not be included in general model training beyond what is needed to address the specific issue. MIA reserves the right to use and disclose aggregated or anonymised usage data (data which does not identify you or any individual) to analyse and improve our services – for example, tracking overall system performance or common request trends – provided that such data does not include any personally identifiable information or any of your confidential business information.

You acknowledge and agree that MIA may engage third-party subprocessors (such as cloud hosting providers, telephony carriers, or third-party AI engine providers) to assist in delivering the Services. A list of current subprocessors will be provided in the DPA or otherwise made available to you, and MIA will impose on its subprocessors data protection obligations no less protective than those stated in these Terms. MIA remains liable for the performance of its subprocessors. We will notify you of any intended addition or replacement of subprocessors and give you a chance to object for reasonable grounds relating to data protection.

Upon termination of Services or upon your request, MIA will delete or return Client Data in our possession or control, subject to any retention requirements imposed by law or legitimate business purposes (e.g., backup archives maintained for a limited period before secure deletion). Please consult the DPA for further details on data deletion procedures. It is your responsibility to export or back up any Client Data you wish to retain prior to termination, as your access to such data via the Services will cease after the termination effective date.

In addition to the provisions of this Section and the DPA, MIA’s general Privacy Policy (available on our website) provides information on how we collect, use, and disclose personal data in connection with our business, including when we act as a controller (for example, for data like account registration information). By using the Services, you acknowledge our Privacy Policy. See /privacy.

If you use our AI receptionist or similar voice call Services, MIA (or its telephony partners) will provide you with a dedicated telephone number (or multiple numbers) for use with the Service. This number is used by the AI to receive incoming calls (and possibly to make outbound calls, if your use case includes AI-placed calls). This provided phone number is owned or controlled by MIA or its supplier – not by you – and is licensed to you for use during your subscription term. You must not attempt to port-out or transfer the provided number without MIA’s explicit consent.

If you wish to use your existing business phone number for the AI receptionist, you are responsible for setting up call forwarding from your existing number to the phone number provided by MIA. MIA will not be liable for any failure of your own phone service or forwarding setup. It is your responsibility to maintain your relationship with your telecom provider for your original number and to pay any charges associated with call forwarding or redirects.

You agree to use the provided phone number and telephony services only for legitimate business purposes in conjunction with the MIA Service. You shall not use it for any unlawful, fraudulent, or unsolicited telemarketing purposes that violate laws (such as making unsolicited marketing calls without consent, or making calls that harass or intimidate). You are responsible for any call charges, message charges, or telecom fees incurred through your usage of the number (for example, if outbound calling or SMS features are enabled and you exceed any included minutes or texts, you will be responsible for those usage fees as per your plan).

The telephony features of the Services are not a replacement for a traditional telephone service. The provided number cannot be used to place or receive emergency calls to emergency services (e.g., 999 or 112 in the UK). You must inform anyone using the Service that it cannot be used in case of an emergency, and you should maintain a separate means of calling emergency services. MIA will not be liable for any attempt to use the Service for emergency communication.

By default, the AI receptionist may record calls or create call transcripts as part of the service functionality (e.g., for note-taking, quality assurance, or so you can review interactions). If call recording or monitoring is enabled, you are responsible for complying with all laws regarding call recording, which may include informing all call participants that the call is being recorded or obtaining consent where required. MIA provides the technological capability, but you as the user of that capability must ensure legal compliance. You agree to indemnify MIA for any claims arising from your failure to comply with call recording laws or regulations.

MIA reserves the right to change or reclaim the phone number provided to you under certain circumstances – for example, if required by a telecommunications regulatory authority or if your account is terminated. We will endeavour to give advance notice and work with you in good faith to minimise disruption (e.g., by providing a replacement number if feasible). Phone numbers may be subject to rules such as national numbering plans and cannot be guaranteed to be available indefinitely. Upon termination of your Service, MIA may withdraw the number; it will no longer be available for your use and may be reassigned in accordance with telecom regulations.

Unless you have entered into a separate Service Level Agreement (SLA) with MIA with respect to certain services or uptime commitments, the Services are provided on an “as available” basis with no specific uptime or availability guarantee. While MIA strives to provide a reliable and continuous service, we do not warrant that the Services will be uninterrupted or error-free. Downtime, latency, or technical issues may occur from time to time, especially given the complexity of AI and telephony systems. You acknowledge that there is no SLA or remedy for service interruptions under these standard Terms (any uptime targets or credits would only apply if expressly agreed in a separate SLA).

MIA may perform scheduled maintenance or deploy updates/upgrades to the Service from time to time. We will try to schedule maintenance during off-peak hours and provide advance notice when feasible, but cannot guarantee that notice will always be possible. In the event of urgent security updates or to maintain the integrity of the system, we may perform emergency maintenance without advance notice.

MIA will provide standard support for the Services via email or an online ticketing system, and/or through any support channels described on our website or in your subscription plan. Support is available during our normal business hours (which will be communicated to you or posted on our site). While we strive to respond and resolve issues promptly, no guaranteed response or resolution time is offered under these Terms. (If you require guaranteed response times, enhanced support, or on-call support, please contact us about a separate support agreement.)

When requesting support, you will provide reasonable assistance, information, and cooperation to enable us to replicate and troubleshoot any issues. This may include providing example inputs/outputs, relevant log files or transcripts, and allowing us access to your account (if needed and in compliance with data protection laws).

MIA provides the Services and all related outputs and content “AS IS” and “AS AVAILABLE,” without any warranties or representations of any kind, either express or implied. To the maximum extent allowed by law, MIA, on behalf of itself and its affiliates and licensors, disclaims all warranties and conditions (express, implied, statutory or otherwise) with respect to the Services, MIA Materials, and AI outputs, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties that may arise by operation of law or from a course of dealing or usage of trade. We also do not warrant that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, systems or services, or that the operation of the Services will be uninterrupted, error-free, secure, or free of harmful components.

Without limiting the generality of the above, you acknowledge and agree that: (a) AI-generated outputs may be unpredictable and may contain errors or content that could be unexpected or unintended; (b) MIA does not guarantee the accuracy, completeness, legality, or usefulness of any information produced by the AI; (c) you are solely responsible for how you use and implement the outputs in your business processes; (d) the Service is not a substitute for professional judgment – for example, the AI is not a lawyer, doctor, or financial advisor, and any recommendations or information it provides in such domains should be independently verified and not treated as professional advice. MIA disclaims any responsibility for decisions made by you or your end users based on information from the Service.

The Services may rely on or integrate with third-party services or content (for example, telephony carriers, cloud hosting, or third-party AI model providers). MIA makes no warranty as to the availability or functionality of any third-party services and shall not be liable for any issues attributable to failures or changes in third-party services (such as outages in telecom networks or changes in third-party AI APIs). Any third-party services that integrate with MIA are subject to their own terms and policies, and MIA is not responsible for data or content provided by such third parties. We do not guarantee continued integration with any particular third-party service and may replace or discontinue integrations as needed.

MIA is not making any promise or guarantee beyond what is expressly stated in these Terms. You have not relied on any other representations or warranties in entering this agreement. For example, we do not guarantee any increase in sales, customer satisfaction, or specific business outcomes from use of the Service. You assume the risks of using AI in your business, and you acknowledge that you have an independent obligation to test and evaluate the Service’s suitability for your purposes.

In certain jurisdictions, the law might not allow the exclusion of certain warranties. If such law applies to you, some of the exclusions above may not apply to the extent prohibited, and MIA’s warranties will be limited to the minimum extent permitted by that law.

To the fullest extent permitted by law, neither MIA nor Client will be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, or data, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages. This exclusion of liability applies regardless of the theory of liability (contract, tort, negligence, strict liability, misrepresentation, or any other theory) and whether or not a party was advised such damages might occur.

Except for the excluded matters described in Section 10.4 below, each party’s total aggregate liability to the other for all claims arising out of or relating to these Terms or the Services is limited to the amount equal to one (1) month’s subscription fee paid by you for the Service. For clarity, this means our maximum liability shall not exceed the subscription fees (excluding any one-time charges, overage fees, or usage-based fees) that you paid to MIA for the Service in the one month immediately preceding the event giving rise to the claim. If the claim arises before one month of paid service has elapsed, the cap will be calculated as the amount you paid for the first month (or would have paid for a month at the rate in your order). This limitation is cumulative and not per-incident – multiple claims will not enlarge the cap.

If you are using any free, trial, or beta features of the Service (for which we do not charge a fee), MIA shall have no liability to you whatsoever arising out of such free, trial, or beta use. You assume all risks for such use. (Where an explicit liability cap is legally required even for free services, it will be the lesser of the cap in Section 10.2 or £100 total.)

Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by law (for example, certain statutory liabilities under applicable laws). Additionally, the liability cap in Section 10.2 and the exclusion of damages in Section 10.1 will not apply to: (i) your payment obligations (i.e., your liability to pay fees owed to MIA is not capped); (ii) your liability for any infringement or misappropriation of MIA’s intellectual property or Confidential Information; or (iii) either party’s indemnification obligations under Section 11, to the extent indemnified liabilities are claimed by a third party. In such cases, liability will be determined under applicable law without the limitations of this Section.

You acknowledge that MIA has set its prices and entered into these Terms in reliance on the disclaimers of warranty and the limitations of liability set forth herein, and that these provisions allocate risk between the parties and form an essential basis of the bargain between us.

The limitations and exclusions of liability in this Section 10 shall apply not only to the benefit of MIA and Client, but also to each party’s affiliates, and each of our respective officers, directors, employees, agents, suppliers, and licensors to the extent such parties might be liable for any claim in connection with the Services.

You agree to defend, indemnify, and hold harmless MIA, its parent, affiliates, and their respective officers, directors, employees, and agents (each an “Indemnified Party”) from and against any and all third-party claims, demands, lawsuits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

MIA will defend you and your officers, directors, and employees (“Client Indemnified Parties”) against any third-party claim alleging that the MIA core Service (excluding any Client Data, third-party components, or your configurations) directly infringes a UK or EU patent or a registered copyright or trademark, or unlawfully misappropriates a third party’s trade secret, and MIA will indemnify and hold harmless the Client Indemnified Parties from any damages, costs, and expenses (including reasonable legal fees) finally awarded against them as a result of such claim, provided that: (i) you promptly notify MIA in writing of the claim (so that our rights are not prejudiced by delay); (ii) MIA has sole control over the defense or settlement of the claim (and you will reasonably cooperate in the defense as requested); and (iii) the claim does not arise from any breach of these Terms by you, any combination of the Service with something not provided by MIA, or any use of the Service after we’ve notified you to stop due to an infringement concern. If the Service is found or believed by MIA to infringe, MIA may, at its option: (a) obtain for you the right to continue using the Service; (b) modify or replace the Service so it’s no longer infringing; or (c) if neither (a) nor (b) is commercially feasible, terminate your use of the Service and refund any pre-paid fees for unused Service. This Section 11.2 states MIA’s entire liability and your exclusive remedy for any intellectual property infringement or misappropriation claims regarding the Service.

These Terms are effective from the moment you first accept them (or first use the Services, whichever occurs first) and will remain in effect until terminated as provided herein. If you have a subscription, the term of Services will coincide with your subscription period (e.g., monthly or annually) and will automatically renew for successive terms unless either party gives notice of non-renewal as permitted by your subscription contract or order (or unless you cancel via the interface if that’s available).

You may terminate your subscription and these Terms for convenience at the end of your then-current subscription term by giving any required advance notice of non-renewal (e.g., if your order specifies a renewal notice period). For month-to-month plans, cancellation will typically take effect at the next monthly renewal if notice is given before the renewal date. You may also terminate these Terms (and cancel your Services) at any time if MIA materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice from you describing the breach in reasonable detail.

MIA may suspend or terminate your access to the Services (or terminate these Terms with you) under the following circumstances:

Upon termination or expiration of these Terms: (a) all licenses and rights granted to you under this Agreement will immediately terminate; (b) you must immediately cease using the Services and ensure that all of your Authorised Users do the same; (c) you shall pay any outstanding fees due for Services delivered up to the termination date (and in the case of a termination by you for our breach, if you have pre-paid for a term, we will refund the portion of fees covering the period after termination). We recommend that prior to termination you export or retrieve any Client Data you need, because we may thereafter delete your account and data as per Section 6.7. If you require post-termination assistance to retrieve data, you may contact us and we will consider it (we may charge reasonable fees for any such assistance).

Any provision of these Terms that by its nature should survive termination (including but not limited to provisions on intellectual property, fees owed, disclaimers of warranty, limitations of liability, indemnities, governing law, and dispute resolution) shall survive the expiration or termination of this Agreement.

These Terms (and any dispute or claim arising out of or in connection with these Terms, the Services, or their subject matter or formation, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any conflict of laws principles that would require the application of the laws of a different jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation. You and MIA consent to the personal jurisdiction of such courts. Notwithstanding the foregoing, MIA shall be entitled to seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property or confidential information.

You agree that the application of the U.N. Convention on Contracts for the International Sale of Goods (CISG) is excluded and will not apply to these Terms. Regardless of your location, these Terms apply uniformly; however, if you are in a jurisdiction that offers greater protections via mandatory law, nothing in these Terms reduces your rights under those laws to the extent they are applicable by law (provided that, since you are a business user, consumer-specific laws generally will not apply to this B2B agreement).

MIA may update or modify these Terms from time to time. In the event of a material change, we will provide notice to you (for example, by email or through the Service interface) and such changes will not take effect until at least 30 days after notice, except for changes required by law to take effect sooner. If you do not agree to a change, you may terminate your subscription before the updated Terms apply (and receive a prorated refund of any prepaid fees for the remaining term). Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the changes. Non-material updates (such as clarifications or corrections) may be effective immediately upon posting. The “Last Updated” date at the top indicates when the latest changes were made.

These Terms, together with any order form, subscription agreement, Data Processing Agreement (DPA), and any other policies or addenda referenced herein, constitute the entire agreement between you and MIA with respect to the Services, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, both written and oral, regarding the Services. In the event of any conflict between these Terms and an order form or signed master agreement between you and MIA, the terms of the order form or signed agreement shall prevail to the extent of the conflict. In case of conflict between these Terms and the DPA with respect to data protection matters, the DPA shall prevail.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (or, if not possible, severed) such that the remainder of the Terms will continue in full force and effect. Any invalid or unenforceable provision will be enforced to the maximum extent permitted by law, and the parties’ intentions, as reflected in the provision, will be given effect to the extent possible.

No waiver of any term or right under these Terms will be effective unless in writing and signed by an authorised representative of the party granting the waiver. A failure or delay by either party to exercise any right or enforce any provision of these Terms is not a waiver of that right or provision, nor will any single or partial exercise of any right preclude any further exercise of that right or the exercise of any other right.

You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without MIA’s prior written consent. Any attempted assignment in violation of this clause is void. MIA may assign or transfer these Terms (in whole or in part) freely, including to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets, with notice to you. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns.

The relationship between you and MIA is that of independent contractors. Nothing in these Terms is intended to, or shall be deemed to, create a partnership, joint venture, or agency relationship between the parties. Neither party is the agent or representative of the other, and neither has the right or authority to make any commitments on behalf of the other.

Except as expressly provided in these Terms (e.g., the Indemnified Parties in Section 11, or MIA’s affiliates under the liability provisions), a person who is not a party to these Terms has no right to enforce any term of these Terms under the UK Contracts (Rights of Third Parties) Act 1999 or otherwise.

MIA may provide notices to you under these Terms by email to the address associated with your account, through in-service notifications, or by written communication sent to your business address on record. You must ensure your contact information is up to date. Notices to MIA should be sent by email to [email protected] and by certified mail to: Mirrored Intelligence Ltd, [registered address], United Kingdom. Email notices from MIA will be effective when sent (unless we receive an error that the email was not deliverable); postal notices will be effective when received.

You acknowledge that the indemnity and limitation of liability clauses in these Terms were negotiated (or deemed accepted) as a material part of the agreement, and that they are intended to be as broad as legally permitted under applicable law. If you are obtaining the Services for a business, you confirm that you are not dealing as a consumer and that the limitations and exclusions herein are fair and reasonable in that context.

These Terms are drafted in the English language, which shall be the governing language in interpreting or applying the Terms. Any translations of these Terms are provided for convenience only, and in the event of a conflict between the English version and a translation, the English version shall prevail.

If you have any questions or concerns about these Terms or the Services, you may contact MIA at [email protected]. For legal inquiries, you may reach us at the address provided in the Notices section above.