Contract
Terms of Service
Terms of Service
Provider: AlphaGen Holdings Limited ("AlphaGen", "we",
"us", "our"), a private company limited by shares
incorporated in England and Wales under company number 17084844,
registered office: [TO BE INSERTED — registered office address],
United Kingdom.
Effective date: 2026-04-27
Version: 1.0.0
Contact: legal@alpha-gen.ai
These Terms of Service (the "Terms") govern your access to and
use of the AlphaGen AutoAnnotation System, the AlphaGen mobile
application, our developer APIs, and any other software, content,
data, documentation, models, or services we make available
(collectively, the "Services").
By accessing or using the Services, by clicking an "I agree"
control, or by entering into a separate Order Form referencing
these Terms, you agree to these Terms. If you are agreeing on
behalf of an organisation, you represent that you have authority
to bind that organisation, and references to "you" or "Customer"
mean that organisation.
If you do not agree, do not access or use the Services.
---
1. Definitions
- "Affiliate" means any entity that controls, is controlled
by, or is under common control with a party.
- "Authorised User" means an individual employee, contractor,
or other representative of the Customer authorised by the
Customer to access the Services under the Customer's account.
- "Customer Data" means any data, content, video, audio,
imagery, annotation, prompt, embedding, or other material the
Customer or its Authorised Users submit to, generate using, or
store on the Services, excluding Output that incorporates
AlphaGen Materials.
- "DPA" means the AlphaGen Data Processing Addendum at
docs/legal/external/dpa-template.md (the "Data Processing
Addendum"), as updated from time to time.
- "Documentation" means the user and technical documentation
AlphaGen provides for the Services.
- "Order Form" means the document, ordering page, or
electronic agreement that references these Terms and sets out
the specific Services purchased, fees, and term.
- "Output" means data products generated by the Services from
Customer Data — including but not limited to entity
annotations, segmentation masks, depth maps, world-state
graphs, kinematic profiles, and any reports or analytics.
- "Subscription Term" means the period stated on the Order
Form during which the Customer is licensed to use the Services.
---
2. The Services
2.1 Grant of access
Subject to these Terms, payment of all applicable fees, and the
limits set out on the relevant Order Form, AlphaGen grants the
Customer a non-exclusive, non-transferable, non-sublicensable
right during the Subscription Term to permit Authorised Users to
access and use the Services for the Customer's internal business
purposes.
2.2 Authorised Users
The Customer is responsible for: (a) keeping Authorised User
credentials confidential; (b) all activity that occurs under the
Customer account, including activity by any Authorised User; and
(c) ensuring that each Authorised User complies with these Terms
and the Acceptable Use Policy (`docs/legal/external/
acceptable-use-policy.md`).
2.3 Updates and changes
We continuously develop the Services. We may add, modify, or
remove features, change interfaces, retire deprecated APIs (with
at least 90 days' notice for material backward-incompatible API
changes), update underlying models, and adjust security controls
without specific consent. We will not materially degrade the
core functionality the Customer subscribed to during the
Subscription Term without written agreement.
2.4 Beta features
Features designated "beta", "preview", "alpha", "early access",
or similar are provided as-is without any service-level
commitment. AlphaGen may terminate or modify a Beta Feature at
any time. Use of a Beta Feature is at the Customer's risk; the
warranties and indemnities in Section 9 do not apply to Beta
Features.
---
3. Customer obligations
3.1 Acceptable use
The Customer and its Authorised Users must comply with the
Acceptable Use Policy at all times. AlphaGen may suspend or
terminate access for any breach of the Acceptable Use Policy
under Section 11.
3.2 Lawful data; consent
The Customer represents and warrants on a continuing basis that:
- The Customer has all rights, permissions, licences, and
regulatory approvals necessary to upload Customer Data to the
Services and to instruct AlphaGen to process it on the
Customer's behalf, including all consents required under UK
GDPR, the Data Protection Act 2018, and any equivalent law in
other jurisdictions where the data subjects are located.
- The Customer has provided required notices to data subjects.
- Customer Data does not infringe third-party intellectual
property, contain unlawful content, or contain malware.
- The Customer's purpose for processing Customer Data on the
Services is itself lawful in the jurisdiction(s) of relevant
data subjects.
3.3 Cooperation on rights requests
If a data subject contacts AlphaGen directly with a rights
request relating to Customer Data, AlphaGen will refer the
request to the Customer (as controller) within 5 business days.
The Customer agrees to handle the request within statutory
timelines.
3.4 Customer-side security
The Customer is responsible for: (a) the security of its own
infrastructure and the devices its Authorised Users use; (b)
prompt revocation of credentials when an Authorised User leaves
the Customer's organisation; (c) configuration of any
Customer-managed encryption keys; and (d) any export, copy, or
backup of Customer Data the Customer chooses to store outside the
Services.
---
4. AlphaGen obligations
4.1 Service delivery
AlphaGen will provide the Services with the level of care expected
of a competent commercial provider of similar AI / data-processing
services to enterprise customers. Specific availability commitments,
support response targets, and credit remedies are in the Service
Level Agreement (SLA) referenced on the relevant Order Form.
4.2 Security
AlphaGen will maintain the technical and organisational security
controls described in the Trust & Security page (`docs/legal/
external/trust-security.md`) and the **Information Security
Policy** (internal). Specific contractual security commitments
made on individual Order Forms (e.g. encryption-at-rest with
customer-managed keys, sub-processor restrictions) prevail over
the standard description.
4.3 Sub-processors
AlphaGen uses the sub-processors listed at `docs/legal/privacy/
subprocessors.md`. AlphaGen will: (a) bind every sub-processor
to terms no less protective than those in the DPA; (b) notify
Customer of new sub-processors at least 30 days before they begin
processing Customer Data; and (c) record sub-processor changes in
the Privacy Policy Changelog.
4.4 Data Processing Addendum
To the extent AlphaGen processes personal data on behalf of the
Customer, the DPA is incorporated into and forms part of these
Terms. Where these Terms and the DPA conflict, the DPA prevails
on data-protection matters.
---
5. Fees and payment
5.1 Fees
The Customer will pay the fees set out in each Order Form. Unless
the Order Form states otherwise: (a) fees are quoted exclusive of
VAT and other applicable taxes; (b) fees are denominated in
GBP; (c) annual fees are payable in advance; (d) usage-based
charges are billed monthly in arrears.
5.2 Late payment
Undisputed amounts unpaid 30 days after the invoice date accrue
interest at 4% above the Bank of England base rate from the due
date until paid. After 60 days, AlphaGen may suspend the Services
on 7 days' written notice without further liability.
5.3 Disputed amounts
The Customer must notify AlphaGen of any disputed amount in
writing within 30 days of the invoice date, with reasons. The
parties will work in good faith to resolve the dispute. Undisputed
portions remain payable.
5.4 Taxes
The Customer is responsible for all VAT, sales tax, withholding
tax, and other applicable taxes, except taxes based on AlphaGen's
income.
5.5 Price changes
AlphaGen may adjust list prices on renewal with at least 60 days'
written notice before the renewal date. Prices fixed on a
multi-year Order Form are not subject to mid-term increase.
---
6. Intellectual property
6.1 Ownership of the Services
AlphaGen and its licensors retain all right, title, and interest
in and to the Services, including the platform code, models,
algorithms, user interfaces, Documentation, and any improvements,
derivative works, configurations, or know-how relating to them
(the "AlphaGen Materials"). No rights are granted to the
Customer except as expressly set out in these Terms.
6.2 Ownership of Customer Data
The Customer retains all right, title, and interest in and to
Customer Data and any Output to the extent it does not
incorporate AlphaGen Materials. The Customer grants AlphaGen a
limited, non-exclusive, royalty-free licence during the
Subscription Term to host, copy, transmit, display, and process
Customer Data solely as necessary to provide and improve the
Services, subject to the data-protection commitments in the DPA.
6.3 Output
Output that does not incorporate AlphaGen Materials is owned by
the Customer. Where Output incorporates AlphaGen Materials (e.g.
embeddings produced by AlphaGen-proprietary models), the Customer
receives a perpetual, worldwide, non-exclusive, fully paid-up
licence to use, reproduce, and create derivative works of that
Output for the Customer's internal business purposes and for any
external commercial product the Customer creates from it, except
that the Customer may not reverse-engineer, redistribute, or
sublicense the underlying AlphaGen Materials themselves.
6.4 Feedback
If the Customer or any Authorised User submits suggestions,
ideas, enhancement requests, or feedback ("Feedback"),
AlphaGen may freely use that Feedback without obligation. Feedback
is non-confidential.
6.5 No training on Customer Data
AlphaGen will not use Customer Data to train, fine-tune, or
otherwise improve any model that is not exclusively for the
Customer's account, **unless the Customer has separately granted
"training" scope consent under the DPA**. This commitment is
restated in the Responsible AI Policy and the Privacy Policy.
---
7. Confidentiality
7.1 Confidential Information
Each party may disclose to the other technical, business,
financial, or operational information that is marked confidential
or that a reasonable person would understand to be confidential
("Confidential Information"). The receiving party will: (a)
use the same degree of care it uses to protect its own
information of similar sensitivity, but no less than reasonable
care; (b) not disclose Confidential Information to any third
party except to its Affiliates, employees, and contractors with a
need to know who are bound by confidentiality obligations no less
strict than these; and (c) not use Confidential Information for
any purpose other than performing this Agreement.
7.2 Exclusions
Confidential Information does not include information that: (a)
is or becomes publicly available without breach by the receiving
party; (b) the receiving party already lawfully had in its
possession before disclosure; (c) is independently developed
without use of Confidential Information; or (d) is rightfully
received from a third party without confidentiality obligation.
7.3 Required disclosure
The receiving party may disclose Confidential Information when
required by law, provided it gives the disclosing party prompt
notice (where lawful) and cooperates with the disclosing party's
reasonable efforts to limit or contest the disclosure.
7.4 Survival
Confidentiality obligations survive termination for 5 years, and
indefinitely for trade secrets.
---
8. Warranties
8.1 AlphaGen warranty
AlphaGen warrants that, during the Subscription Term: (a) the
Services will perform materially in accordance with the
Documentation; (b) AlphaGen will not knowingly introduce malware
into the Services; and (c) AlphaGen has the right to grant the
licences in Section 2.
8.2 Customer warranty
The Customer warrants the matters in Section 3.2 (Lawful data;
consent).
8.3 Disclaimer
EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE SERVICES, OUTPUT,
AND ALL ALPHAGEN MATERIALS ARE PROVIDED "AS IS" AND "AS
AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ALPHAGEN
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE
ACCURATE OR FIT FOR ANY PARTICULAR USE.
AI / machine-learning Output is probabilistic. The Customer
is responsible for review and validation of Output before relying
on it in any consequential workflow (clinical, legal, financial,
safety-critical).
---
9. Indemnities
9.1 AlphaGen IP indemnity
AlphaGen will defend the Customer against any third-party claim
that the Services as provided by AlphaGen and used in accordance
with these Terms infringe a UK or EU patent, registered design,
trademark, or copyright (an "IP Claim"), and will pay any
damages and costs finally awarded by a court of competent
jurisdiction or agreed in settlement, provided the Customer:
- Notifies AlphaGen promptly of the IP Claim;
- Gives AlphaGen sole control of the defence and settlement;
and
- Cooperates reasonably at AlphaGen's expense.
If an IP Claim is made or AlphaGen reasonably anticipates one,
AlphaGen may at its option: (a) modify the Services to be
non-infringing; (b) procure for the Customer the right to
continue using them; or (c) terminate the affected Services and
refund the Customer's pre-paid fees attributable to the
unexpired portion of the Subscription Term.
This indemnity does not apply where the alleged infringement
arises from: (i) Customer Data; (ii) the Customer's combination
of the Services with a third-party product not approved by
AlphaGen; (iii) modifications to the Services not made by
AlphaGen; or (iv) use of the Services after AlphaGen has
provided a non-infringing replacement.
9.2 Customer indemnity
The Customer will defend AlphaGen against any third-party claim
arising from Customer Data, the Customer's use of Output, or any
breach by the Customer of Section 3 (Customer obligations), and
will pay any damages and costs finally awarded by a court or
agreed in settlement, subject to the same notice / control /
cooperation obligations as Section 9.1.
9.3 Sole remedy
This Section 9 sets out the sole and exclusive remedy of each
party in respect of the indemnified claims.
---
10. Limitation of liability
10.1 Excluded heads of loss
To the fullest extent permitted by law, neither party will be
liable for: (a) loss of profits, revenue, or anticipated savings;
(b) loss of business, contracts, or opportunity; (c) loss of
goodwill or reputation; (d) loss or corruption of data except
to the extent caused by AlphaGen's failure to maintain the
security commitments in Section 4.2; or (e) any indirect,
special, or consequential loss, in each case whether or not
foreseeable.
10.2 Liability cap
Each party's total aggregate liability under or in connection
with these Terms in any 12-month rolling period will not exceed
**the greater of (a) £100,000 or (b) the fees paid or payable by
the Customer to AlphaGen in the preceding 12 months**.
10.3 Carve-outs
Nothing in this Section 10 limits or excludes liability for: (a)
death or personal injury caused by negligence; (b) fraud or
fraudulent misrepresentation; (c) breach of confidentiality
obligations under Section 7; (d) the Customer's payment
obligations under Section 5; (e) the indemnities in Section 9; or
(f) any other liability that cannot be limited or excluded under
applicable law.
10.4 Mitigation
Each party will take reasonable steps to mitigate any loss it
suffers.
---
11. Term, suspension, and termination
11.1 Term
These Terms commence on the effective date of the first Order
Form between the parties and continue for the longer of (a) the
Subscription Term, including renewals, or (b) the period during
which AlphaGen continues to host Customer Data.
11.2 Renewal
Each Subscription Term auto-renews for successive 12-month terms
unless either party gives written notice of non-renewal at least
60 days before the renewal date.
11.3 Suspension
AlphaGen may suspend the Services in whole or in part, with
notice where reasonably practicable, if: (a) the Customer is
materially in breach of these Terms or the Acceptable Use
Policy and has not cured the breach within 7 days of written
notice; (b) AlphaGen is required to do so by law or court order;
or (c) suspension is necessary to prevent imminent harm to
AlphaGen, other customers, or third parties (e.g. an active
attack from the Customer's account).
11.4 Termination for cause
Either party may terminate these Terms (and all Order Forms) by
written notice if the other:
- Materially breaches these Terms and fails to cure within 30
days of written notice;
- Becomes insolvent, enters administration, makes an arrangement
with creditors, or ceases to carry on business; or
- Is the subject of a regulatory order requiring discontinuation
of the Services or processing.
11.5 Termination for convenience
The Customer may terminate any Order Form for convenience on 60
days' written notice; AlphaGen will refund pre-paid fees for the
unexpired portion of the Subscription Term.
11.6 Effects of termination
On termination of these Terms:
- The Customer's licences end immediately.
- AlphaGen will, on the Customer's written request received
within 30 days of termination, return Customer Data in a
commonly readable format and then delete it from production
systems within a further 30 days. After this period AlphaGen
may delete Customer Data without further notice. Backup
tombstones cycle out per the schedule in the Information
Security Policy.
- The Customer pays all outstanding fees through the
termination date plus the unexpired portion of the
Subscription Term where AlphaGen terminates for cause.
- Sections 1, 5 (for accrued amounts), 6 (Intellectual
property), 7 (Confidentiality), 8.3 (Disclaimer), 9
(Indemnities), 10 (Liability), 11.6, 12 (General), and 13
(Governing law) survive termination.
---
12. General
12.1 Notices
Notices under these Terms must be in writing and sent to: (a)
AlphaGen at legal@alpha-gen.ai (with a copy to the registered
office); and (b) the Customer at the email and postal address on
the relevant Order Form.
12.2 Assignment
Neither party may assign these Terms without the other's prior
written consent, except that either party may assign to a
successor on a merger, acquisition, or sale of substantially all
its assets, with notice.
12.3 Subcontracting
AlphaGen may subcontract performance to its Affiliates and to the
sub-processors listed in docs/legal/privacy/subprocessors.md,
provided AlphaGen remains liable for their acts and omissions.
12.4 Force majeure
Neither party is liable for failure or delay caused by events
beyond its reasonable control (including acts of war, terrorism,
pandemic, internet failure, or third-party DDoS), provided it
gives prompt notice and resumes performance as soon as
practicable.
12.5 No partnership
Nothing in these Terms creates a partnership, agency, or
employment relationship.
12.6 Third-party rights
A person who is not a party to these Terms has no rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any
provision.
12.7 Entire agreement
These Terms, the DPA, the Acceptable Use Policy, the SLA, and
each Order Form constitute the entire agreement between the
parties on this subject and supersede all prior agreements,
representations, and understandings (subject to any rights for
fraudulent misrepresentation).
12.8 Order of precedence
In the event of conflict: (a) an Order Form prevails over these
Terms only as to the specific subject matter of that Order
Form; (b) the DPA prevails on data-protection matters; (c) these
Terms prevail in all other respects. The SLA, Acceptable Use
Policy, Trust & Security page, and Privacy Policy are
incorporated by reference and rank below the items above.
12.9 Severability
If any provision is held invalid or unenforceable, the remaining
provisions continue in full force.
12.10 No waiver
A failure or delay in exercising any right under these Terms is
not a waiver of that right.
12.11 Variation
AlphaGen may update these Terms from time to time and will give
the Customer at least 30 days' notice of any material change. If
the Customer does not accept a material change, the Customer may
terminate the affected Order Form for convenience under Section
11.5.
---
13. Governing law and disputes
13.1 Governing law
These Terms and any non-contractual obligations arising out of
or in connection with them are governed by the laws of England
and Wales.
13.2 Jurisdiction
The courts of England and Wales have exclusive jurisdiction to
settle any dispute arising out of or in connection with these
Terms, except that AlphaGen may bring proceedings in any other
jurisdiction to enforce its intellectual property rights or to
seek interim injunctive relief.
13.3 Escalation
Before issuing legal proceedings (other than for injunctive
relief or for non-payment), the parties will attempt to resolve
any dispute by good-faith senior-executive discussion within 30
days of written notice of the dispute.
---
Schedule of incorporated documents
| Document | Path | Purpose |
|---|---|---|
| Acceptable Use Policy | docs/legal/external/acceptable-use-policy.md | Prohibited uses |
| Data Processing Addendum | docs/legal/external/dpa-template.md | Art. 28 GDPR contract |
| Privacy Policy | docs/legal/privacy/PUBLIC_PRIVACY_POLICY.md | Notice to data subjects |
| Sub-processors | docs/legal/privacy/subprocessors.md | Third-party processor list |
| Cookie Policy | docs/legal/privacy/cookie-policy.md | Cookie disclosure |
| Trust & Security | docs/legal/external/trust-security.md | Security controls |
| Responsible AI Policy | docs/legal/external/responsible-ai-policy.md | Model use commitments |
| AI Transparency | docs/legal/external/ai-transparency.md | DMCC Act 2024 disclosures |
| Accessibility Statement | docs/legal/external/accessibility-statement.md | WCAG 2.2 AA conformance |
---
Document control
| Version | Date | Author | Notes |
|---|---|---|---|
| 1.0.0 | 2026-04-27 | AlphaGen Legal | Initial publication. |