Terms of Service

Effective date: 28 August 2026

1. Who We Are

Odokai Ltd is a company registered in England and Wales under company number 15598212. Our website is odok.ai and our product application is available at app.odok.ai.

2. The Agreement Between Us

Our agreement with you is made up of these Terms together with any of the following that apply to you:

• Order form or subscription plan: The Services, plan, users, and fees you have subscribed to.
• Statement of work: The scope, deliverables, timeline, and fees for any consultancy, delivery, or advisory engagement.
• Data processing agreement: The terms governing our processing of personal data on your behalf.
• Our Privacy Policy: How we collect, use, and protect information.

If there is any conflict, a signed order form or statement of work takes precedence over these Terms for the engagement it covers, and the data processing agreement takes precedence on matters of personal data. Any terms you put forward in a purchase order or similar document do not apply unless we agree to them in writing.

3. Accounts and Access

• You are responsible for the accuracy of your account information and for keeping it up to date.
• You are responsible for all activity carried out under your account, including by your employees, contractors, and anyone else you authorise ("Authorised Users").
• You must keep credentials, API keys, and access tokens confidential, and tell us promptly if you believe they have been compromised.
• You must ensure your Authorised Users comply with these Terms. You remain responsible for their acts and omissions.
• The person accepting these Terms confirms they have authority to bind their organisation.

4. Acceptable Use

You must not, and must not permit anyone else to:

• Use the Services in breach of any applicable law or regulation, or to infringe anyone's rights.
• Upload or process content you have no right to use, or that is unlawful, defamatory, or harmful.
• Attempt to gain unauthorised access to the Services, other customers' data, or our infrastructure.
• Probe, scan, or test the security of the Services except under a testing programme we have agreed in writing.
• Reverse engineer, decompile, or attempt to derive the source code of the Services, except where that restriction is prohibited by law.
• Resell, sublicense, or make the Services available to third parties as a service bureau, except as expressly agreed in an order form.
• Use the Services to build a competing product, or to circumvent usage limits, rate limits, or billing.
• Use the Services in a way that materially degrades performance for other customers.
• Use the Services to make automated decisions about individuals that produce legal or similarly significant effects for them, without appropriate human review and a lawful basis for doing so.

We may investigate suspected breaches and, where a breach is serious or repeated, suspend access in accordance with section 13.

5. Your Content and Data

You retain all rights in the data, documents, prompts, configurations, and other content you or your Authorised Users put into the Services ("Customer Data"). We claim no ownership of it.

You grant us a non-exclusive, worldwide licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Services for you, and as otherwise permitted by our data processing agreement.

You are responsible for ensuring you have the rights and lawful basis to provide Customer Data to us, and for the accuracy and legality of that data. You should maintain your own copies of anything you cannot afford to lose.

We do not sell Customer Data, and we do not use it to train AI models for purposes unrelated to providing the Services to you. See our Privacy Policy for detail.

6. AI Outputs

The Services use artificial intelligence, including third-party AI models, to generate content, summaries, classifications, drafts, code, and other outputs ("Outputs"). You should understand the following before relying on them:

• Outputs can be wrong. AI systems can produce inaccurate, incomplete, biased, or misleading results, including results that appear confident and plausible.
• Human review is your responsibility. You must review and verify Outputs before relying on them, and you must not use them as a substitute for professional judgement in legal, financial, medical, safety-critical, or other regulated contexts.
• Outputs are not advice. Nothing produced by the Services is legal, financial, tax, medical, or other professional advice.
• Outputs may not be unique. Similar inputs may produce similar Outputs for other customers, and we make no warranty that Outputs are original or that using them will not infringe third-party rights.

As between you and us, and to the extent we hold any rights in them, we assign to you the Outputs generated from your Customer Data, subject to your payment of the applicable fees and to any terms imposed by the underlying model provider.

7. Third-Party Services and Models

The Services integrate with third-party providers, including AI model providers, cloud infrastructure, and tools you choose to connect. Where you enable an integration, you authorise us to exchange data with that provider to the extent needed to run it. Your use of a third-party service is governed by that provider's own terms, and we are not responsible for its availability, security, or acts and omissions. We will tell you which sub-processors we use for the Services and give you a way to be notified of changes, as set out in our data processing agreement.

8. Fees, Invoicing, and Tax

• Fees are as set out in your order form, plan, or statement of work. Unless stated otherwise, subscription fees are payable in advance and project fees are payable as milestones are met.
• All fees are exclusive of VAT and any other applicable taxes, which are added at the prevailing rate.
• Invoices are payable within 30 days of the invoice date, unless your order form says otherwise.
• Late payments may attract interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
• Fees are non-refundable except where these Terms expressly say otherwise, or where required by law.
• We may change our fees for a renewal term by giving you at least 30 days' notice before the renewal date.
• Usage-based charges (for example, model usage above an included allowance) are billed in arrears based on our records.

9. Trials, Pilots, and Beta Features

We may make trials, pilots, and beta or preview features available. These are provided "as is," may be changed or withdrawn at any time, and are excluded from any service commitments and from the warranties in section 12. Do not use them for production workloads or with data you cannot afford to lose.

10. Intellectual Property

We and our licensors own all intellectual property rights in the Services, including the platform, software, models we develop, documentation, and our branding. We grant you a non-exclusive, non-transferable right to access and use the Services during your subscription term, for your internal business purposes, in accordance with these Terms.

Ownership of deliverables produced under a statement of work is as stated in that statement of work. Nothing transfers ownership of our pre-existing or generally applicable platform technology, know-how, or tooling.

If you give us feedback or suggestions, we may use them to improve the Services without obligation or payment to you.

11. Confidentiality

Each of us may receive information from the other that is confidential or would reasonably be understood to be confidential. Each party will keep the other's confidential information secure, use it only for the purposes of this agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or a regulator, in which case the receiving party will give notice where lawfully able to do so.

12. Warranties and Disclaimers

We warrant that we will provide the Services with reasonable skill and care, and that any consultancy work will be performed by suitably qualified personnel.

Beyond that, and to the fullest extent permitted by law, the Services are provided without further warranties of any kind, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that Outputs will be accurate, complete, or fit for any particular use. Any availability commitment is as set out in a service level agreement in your order form; where none is agreed, no availability commitment applies.

13. Suspension and Termination

• Term: Subscriptions run for the term stated in your order form and renew for successive terms of the same length unless either of us gives notice of non-renewal at least 30 days before the end of the current term.
• Termination for breach: Either of us may terminate this agreement if the other commits a material breach and fails to remedy it within 30 days of written notice, or becomes insolvent.
• Suspension: We may suspend access, in whole or in part, where there is a security risk, a breach of section 4, an unlawful use, or fees more than 30 days overdue. We will give notice where we reasonably can, and will restore access once the cause is resolved.
• On termination: Your right to use the Services ends, and you must pay all fees accrued up to the effective date of termination.
• Data on exit: For 30 days after termination you may export Customer Data and your configuration. After that period we will delete or anonymise Customer Data in the ordinary course, except where we must retain it for legal or regulatory reasons.
• Survival: Sections that by their nature should survive termination do so, including sections 5, 6, 10, 11, 12, 14, 15, and 20.

14. Liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Subject to that paragraph, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss of or corruption of data, or any indirect or consequential loss, in each case however arising.

Subject to the first paragraph of this section, each party's total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited in aggregate to the greater of (a) the total fees paid or payable by you to us under this agreement in the 12 months before the event giving rise to the claim, and (b) £10,000.

The limits in this section do not apply to your obligation to pay fees, or to your indemnity under section 15.

You accept that the Services are a tool whose Outputs require human review, and we are not liable for decisions you or your Authorised Users take on the basis of Outputs you have not verified.

15. Indemnity

You will indemnify us against losses, damages, and reasonable costs we incur arising from a third-party claim relating to Customer Data, including a claim that Customer Data infringes third-party rights or was provided to us without a lawful basis, or arising from your use of the Services in breach of section 4. We will notify you promptly of any such claim, give you reasonable control of the defence, and provide reasonable assistance at your cost.

16. Data Protection

Each of us will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where we process personal data contained in Customer Data, we act as processor and you act as controller, and that processing is governed by our data processing agreement. Our Privacy Policy explains how we handle personal data for which we are the controller, such as account and contact data.

17. Compliance, Sanctions, and Export

You confirm that you are not subject to sanctions that would prohibit your use of the Services, and that you will not make the Services available to any person or in any country in breach of applicable sanctions or export control laws.

18. Changes to the Services and to These Terms

We continue to develop the Services and may add, change, or remove functionality. We will not make a change that materially reduces the core functionality you have paid for during a subscription term without giving you notice and, if the change materially disadvantages you, the option to terminate the affected subscription and receive a pro-rata refund of prepaid fees.

We may update these Terms from time to time. We will post the updated Terms with a new effective date and, where a change is material, give you at least 30 days' notice before it takes effect for your current term. Continued use of the Services after the change takes effect constitutes acceptance.

19. Force Majeure

Neither party is liable for a failure or delay in performing its obligations, other than payment obligations, caused by events beyond its reasonable control, including failures of internet or cloud infrastructure, outages at third-party model providers, industrial action, and acts of government.

20. General

• Assignment: Neither of us may assign this agreement without the other's written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
• Subcontracting: We may use subcontractors and sub-processors to deliver the Services and remain responsible for their performance.
• Entire agreement: This agreement is the entire agreement between us on its subject matter and replaces any earlier understandings, except that nothing limits liability for fraudulent misrepresentation.
• No partnership: Nothing in this agreement creates a partnership, joint venture, agency, or employment relationship.
• Waiver and severance: A failure to enforce a right is not a waiver of it. If any provision is held unenforceable, the rest of the agreement continues in force.
• Notices: Formal notices must be in writing and sent through the contact route on this page or to the address in your order form.
• Third-party rights: A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
• Publicity: We will not use your name or logo as a reference customer without your prior written consent.

21. Governing Law and Jurisdiction

This agreement, and any dispute or claim arising out of or in connection with it or its subject matter, is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. Before starting proceedings, each of us will try in good faith to resolve the matter through discussion between senior representatives.

22. Contact Us

For questions about these Terms, or to send a formal notice: