Marketplace Subscription Terms

These Marketplace Subscription Terms (the Terms) govern the purchase, deployment and use of the Satori Platform and of every Workflow Pack that SapienceS2P publishes in Microsoft Marketplace as an Azure Application (managed application) offer, whatever the offer or plan is named.

The Terms are a binding agreement between SapienceS2P and the legal entity that purchases a plan, deploys the Managed Application or uses the Platform (the Customer). By selecting a plan in the Azure portal, accepting these Terms in the purchase flow, deploying the Managed Application or using the Platform, the Customer accepts the Terms. The individual who does so represents that they are authorised to bind the Customer. If the Customer does not accept the Terms it must not deploy or use the Platform.

The summary table at the beginning of this document is provided for convenience only. The clauses and schedules prevail over the summary.

Microsoft Corporation and its affiliates (Microsoft) are not a party to the Terms. The Microsoft Commercial Marketplace Terms and the Customer's own agreement with Microsoft govern the Marketplace transaction, the Customer's Azure subscription and the Azure services consumed by the Managed Application. Nothing in the Terms creates any obligation of Microsoft toward the Customer or of SapienceS2P toward Microsoft.

Order of precedence: (a) a private offer accepted by the Customer in Microsoft Marketplace or a separate written agreement signed by SapienceS2P; (b) these Terms; (c) the Documentation; (d) the Marketplace plan listing. Any terms printed on or referenced by the Customer's purchase orders, vendor-registration portals or procurement systems are rejected and do not apply, even if SapienceS2P processes or signs such a document.

Affiliate means an entity that controls, is controlled by or is under common control with a party, where control means ownership of more than fifty per cent of the voting interests.

Azure Services means the Microsoft Azure services, resources and model deployments created in the Customer's subscription by the Managed Application (including Azure OpenAI, Azure Cosmos DB, Azure AI Search, Azure App Service, Azure Functions, Azure Managed Redis, Azure Key Vault, Azure App Configuration, Azure Communication Services, Azure AI Document Intelligence, Azure SignalR Service, Azure Bot Service, Azure Container Registry, Azure Service Bus and Application Insights) and any successor services.

Business Day and Business Hours have the meaning given in Schedule 1.

Committed Period means the period through 31 December of a calendar year for which the Subscription is committed under clause 6.4.

Customer Data means the data the Customer or its users load into, or that the Platform generates from, the Customer's own systems and records, including purchase requisitions, master data, conversations, audit records and configuration values, in each case as stored in the Customer's Azure subscription.

Documentation means the user, administrator and deployment documentation for the Platform and the Workflow Packs that SapienceS2P makes available, as updated from time to time.

Effective Date means the date on which the Customer first deploys the Managed Application under the plan it purchased; for an Evaluation, the date of first deployment under the evaluation plan.

Environment means one deployment of the Managed Application (for example a development, test or production environment). Each Environment is a separate Managed Application instance deployed from its own plan purchase and billed separately.

Evaluation means use of the Platform under a plan or Order designated as a proof of concept, pilot, trial or evaluation, or priced at a zero Subscription Fee.

Fees means the Subscription Fee and any fees for Professional Services or enhanced support agreed in a separate written agreement.

Initial Term has the meaning given in clause 6.2.

Licensed Scope means the Workflow Packs, the Environment and any user or usage limits stated in the Marketplace listing of the plan the Customer purchased or in the private offer it accepted.

Licensed Users means the Customer's employees and individual contractors, and those of its Affiliates, who use the Platform within the Licensed Scope.

Managed Application means the Azure managed application that deploys the Platform into a managed resource group in the Customer's Azure subscription, together with the deployment package (ARM template and user-interface definition), its deny assignments and the publisher management access it establishes.

Subscription Fee means the per-month price of the plan the Customer purchased, as published in Microsoft Marketplace or stated in a private offer the Customer accepted, together with any metered charges of that plan, billed by Microsoft through the Customer's Azure subscription.

Notice Date means 30 September of a calendar year.

Order means the Customer's purchase of a plan in Microsoft Marketplace: selecting the plan (or accepting a private offer for it), accepting these Terms in the Azure portal and deploying the Managed Application. No order form, purchase order or signature is required. A separate written agreement is used only for Professional Services or enhanced support.

Platform means the Satori software platform in every form: the hosted services, agents, workers, bots and Teams applications; the Workflow Packs; the deployment package, templates, scripts, configuration schemas and seeded configuration; the prompts, instructions, evaluation sets and orchestration logic; the container images, binaries, build pipelines and release artefacts; the Documentation; and every update, upgrade, release, fix, derivative and improvement of any of them.

Professional Services means consulting, configuration, integration, data engineering, training, custom development or other services that are not Standard Support.

Purchased Workflow Pack means each Workflow Pack included in the Licensed Scope of the plan the Customer purchased.

Standard Support means the support described in clause 8 and Schedule 1.

Subscription means the Customer's right to use the Platform and the Purchased Workflow Packs within the Licensed Scope during the Term, for as long as the Subscription Fee is paid.

Term means the Initial Term and every renewal and Committed Period under clause 6.

Workflow Pack means a packaged business workflow delivered on the Platform (for example an approval, review or notification workflow), consisting of its capabilities, quick actions, cards, notification policies, configuration and documentation.

Grant. Subject to the Customer's continuing compliance with the Terms and payment of the Fees, SapienceS2P grants the Customer, for the Term, a non-exclusive, non-transferable, non-sublicensable, revocable licence to deploy the Managed Application in the Customer's Azure subscription and to use the Platform and the Purchased Workflow Packs, through the interfaces SapienceS2P provides, for the Customer's internal business operations, within the Licensed Scope and in accordance with the Documentation, for as long as the Subscription Fee is paid. The Platform is delivered only in compiled, executable form (the container images, binaries and templates that the Managed Application deploys and that SapienceS2P updates through its publisher access); no source code is delivered or made accessible.

Scope. The licence covers only the Purchased Workflow Packs. Platform planes, capabilities and components that are deployed by the Managed Application but are not part of a Purchased Workflow Pack are deployed for operational readiness only; they are licensed for use only once included in a plan the Customer has purchased.

Affiliates and users. The Customer may allow its employees and individual contractors, and the employees of its Affiliates, to use the Platform as Licensed Users within the Licensed Scope, provided the Customer remains responsible for every act and omission of every user as if it were its own.

Evaluation licence. During an Evaluation the licence is limited to non-production use for the purpose of assessing the Platform, for a maximum of seven (7) days from the Effective Date of the Evaluation unless SapienceS2P agrees a longer period in writing. SapienceS2P may suspend or end an Evaluation at any time without liability. On expiry of the Evaluation the Customer must stop using the Platform and delete the Managed Application unless the Customer has purchased a paid plan, in which case the paid Subscription starts on the Effective Date of that plan. Clauses 4, 5, 11, 13, 14, 16 and 21 apply in full to an Evaluation; clauses 8 and 9 do not.

Documentation. The Customer may use the Documentation internally to support its licensed use. Copies must keep every proprietary notice.

Reservation of rights. All rights not expressly granted in the Terms are reserved to SapienceS2P and its licensors. The Platform is licensed, not sold.

The Customer shall not, and shall not permit any person to:

• (a)copy, modify, translate, adapt or create derivative works of the Platform;
• (b)reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, algorithms, prompts, models, orchestration logic, data structures or non-public interfaces of the Platform, except to the limited extent that applicable law expressly prohibits this restriction and then only after giving SapienceS2P written notice and the opportunity to provide the required information;
• (c)extract, export, copy or redeploy the container images, binaries, application settings, secrets, templates or other components of the Platform outside the managed resource group created by the Managed Application;
• (d)remove, alter, disable or circumvent the Managed Application's deny assignments, the publisher management access, the licence keys, the capability flags or any other technical or contractual control in the Platform;
• (e)modify, add to or delete resources in the managed resource group other than through the Managed Application and the admin console, unless SapienceS2P has agreed in writing;
• (f)use the Platform to build, train, benchmark or improve a product or service that competes with the Platform, or publish any benchmark or performance comparison without SapienceS2P's prior written consent;
• (g)sell, rent, lease, lend, sublicense, host for or otherwise make the Platform available to a third party, or use it as a service bureau or for the benefit of anyone other than the Customer and its permitted Affiliates;
• (h)use the Platform beyond the Licensed Users, Environments or Purchased Workflow Packs stated in the Order;
• (i)remove or obscure any proprietary notice;
• (j)use the Platform in breach of applicable law, the Microsoft Commercial Marketplace Terms, the Microsoft Product Terms for the Azure Services (including the terms and code of conduct for Azure OpenAI) or any third-party right; or
• (k)introduce malicious code into, or attempt to gain unauthorised access to, the Platform or SapienceS2P's systems.

Any attempt to access the Platform's source code, repositories, build systems or non-public release artefacts, and any breach of clause 4.1(b), (c) or (d), is a material breach that SapienceS2P may treat as incapable of remedy.

Ownership of the Platform. As between the parties, SapienceS2P and its licensors own and retain all right, title and interest, including all intellectual property rights, in and to the Platform, the Workflow Packs, the Managed Application and the Documentation, in every form and medium, and in every modification, update, configuration, extension, derivative work, improvement and suggestion relating to them, whoever creates it and whether or not created at the Customer's request or with the Customer's input. The Customer acknowledges that the Platform embodies SapienceS2P's trade secrets and confidential know-how.

Source code and repositories. The source code, build pipelines, release artefacts and deployment automation of the Platform are maintained exclusively in SapienceS2P's private source-control repositories and build systems. The Customer acknowledges that it receives no right of access to them, no copy of source code, no escrow and no right to require their disclosure, and that the resources deployed in the Customer's Azure subscription are a licensed instance of the Platform, not a transfer of any part of it.

Feedback and improvements. The Customer assigns to SapienceS2P, on creation, all rights in every suggestion, enhancement request, correction, evaluation result or other feedback relating to the Platform, and SapienceS2P may use it without restriction or compensation. Generic know-how, techniques, workflow designs, prompts, configuration patterns and tooling that SapienceS2P develops while performing under the Terms belong to SapienceS2P, provided they do not contain Customer Data or the Customer's Confidential Information.

Customer Data. As between the parties, the Customer owns the Customer Data. Customer Data resides in the Customer's Azure subscription; SapienceS2P does not host it. The Customer grants SapienceS2P a non-exclusive licence to access and process Customer Data solely to the extent necessary to provide Standard Support and Professional Services, through the just-in-time access the Customer approves, and in accordance with clause 12.

Usage data. SapienceS2P may collect and use technical and usage data that does not identify an individual or disclose Customer Data (such as version, deployment profile, capability flags, error signatures and aggregated performance measurements) to operate, secure, support and improve the Platform, and may use such data in de-identified, aggregated form for any purpose.

Third-party and open-source components. The Platform includes third-party and open-source components licensed under their own terms, which apply to those components to the extent they conflict with the Terms. The Azure Services and the Microsoft Teams client are provided by Microsoft under the Customer's agreement with Microsoft.

Customer marks. The Customer grants SapienceS2P a licence to display the Customer's name and logo within the Platform solely to present the Customer's branding to its own users, as configured by the Customer in the admin console.

No Microsoft or third-party licences. The Terms grant no licence to, and the Subscription Fee includes no charge for, any Microsoft product or service, Azure Service, virtual-machine image, operating system, Microsoft Teams, Microsoft Entra, Azure OpenAI model or other third-party software. The Customer obtains and pays for those under its own agreements with Microsoft and the relevant vendors.

Orders. Each plan purchase in Microsoft Marketplace is an Order and creates one Subscription for one Environment under these Terms; the plan listing, or the private offer the Customer accepted, states the Licensed Scope and the Subscription Fee. Additional Environments or Workflow Packs are obtained by purchasing the corresponding plan or plan upgrade in Microsoft Marketplace. No separate order form is required or implied.

Initial Term. The Subscription begins on the Effective Date and continues for a minimum period of twelve (12) months (the Initial Term). The Initial Term is a firm commitment: the Customer may not terminate the Subscription for convenience during the Initial Term, and the Subscription Fees for the whole Initial Term are earned by SapienceS2P on the Effective Date, regardless of Microsoft's monthly billing cadence.

Automatic renewal. On expiry of the Initial Term the Subscription renews automatically and continues on a month-to-month basis at the then-current plan price, subject to the annual commitment in clause 6.4, until terminated in accordance with the Terms.

Annual commitment and notice. Unless the Customer delivers a written notice of termination to SapienceS2P on or before the Notice Date (30 September) of a calendar year, the Subscription is automatically committed through 31 December of the following calendar year (a Committed Period), and the Subscription Fees for the whole Committed Period become non-cancellable and are earned on 1 October of the year in which the Notice Date passed. A notice of termination delivered on or before the Notice Date takes effect on 31 December of the calendar year in which it is delivered or, if later, on the last day of the Initial Term. A notice delivered after the Notice Date takes effect on 31 December of the following calendar year. No notice can bring the Subscription to an end before the last day of the Initial Term. Schedule 2 gives worked examples.

Form of notice. A notice of termination is valid only if given in writing in accordance with clause 22.5, states the plan and Environments it applies to and is acknowledged by SapienceS2P in writing. Deleting the Managed Application, ceasing to use the Platform, cancelling the Marketplace plan in the Azure portal or notifying Microsoft is not notice to SapienceS2P and does not end the Subscription or the obligation to pay the Fees.

Price adjustments. The Subscription Fee is fixed for the Initial Term. After the Initial Term the Subscription Fee is adjusted once a year with effect from 1 January, starting with the first 1 January after the end of the Initial Term: (a) by the greater of five per cent (5%) and the twelve-month rate of change of the United Kingdom Consumer Prices Index (CPI, all items) for the month of July of the preceding year, as first published by the Office for National Statistics; or (b) to a different price that SapienceS2P notifies in writing on or before 31 August of the preceding year, so that the Customer may exercise its right under clause 6.4 before the Notice Date. SapienceS2P publishes the adjusted price in Microsoft Marketplace at least ninety (90) days before it takes effect; Microsoft notifies the Customer of a price increase by e-mail and on the plan listing and bills the adjusted price from the first billing cycle on or after 1 January. Where the Marketplace price cannot be adjusted in time, SapienceS2P may invoice the difference directly under clause 7.2.

No termination for convenience. Except as set out in clause 6.4, neither party may terminate the Subscription for convenience.

One fee, billed by Microsoft. The Subscription Fee is the per-month price of the plan the Customer purchased. Microsoft bills it through the Customer's Azure subscription, on the Customer's Azure invoice, for every month in which the Subscription is in force, under the Microsoft Commercial Marketplace Terms, and remits it to SapienceS2P. The Subscription Fee is the consideration for the managed service SapienceS2P provides through the publisher access of the Managed Application (operation, releases, security updates and Standard Support) and for the licence of the Platform during the Term. SapienceS2P issues no invoice for it except as stated in clause 7.2.

Direct invoicing where Microsoft does not collect. If, for any month of the Initial Term or of a Committed Period, Microsoft does not bill or does not collect the Subscription Fee in full for any reason — including because the Customer deleted, cancelled, suspended or did not deploy the Managed Application, changed or closed its Azure subscription, lost Marketplace eligibility, disputed the charge, or because Microsoft reversed, credited or refunded it — SapienceS2P may invoice the unpaid amount to the Customer directly. Such invoices are payable within thirty (30) days of the invoice date, in the currency of the plan, by bank transfer, without set-off, deduction, counterclaim or withholding. Overdue amounts bear interest at four per cent (4%) per annum above the Bank of England base rate, accruing daily from the due date until paid, and the Customer shall reimburse SapienceS2P's reasonable costs of collection, including legal fees.

Azure consumption and Microsoft charges. The consumption of the Azure Services deployed by the Managed Application, Microsoft Teams, Microsoft Entra and every other Microsoft or third-party product are billed by Microsoft or the vendor to the Customer under the Customer's own agreements and are never part of the Subscription Fee. The Customer is solely responsible for them, for its Azure quotas and reservations and for the sizing choices it makes in the deployment wizard and the admin console.

Taxes. The Subscription Fee and any amount invoiced by SapienceS2P exclude value-added, sales, use, withholding and similar taxes, duties and levies. Microsoft applies taxes to Marketplace charges under its own terms; on amounts invoiced directly, the Customer shall pay them or gross up the payment so that SapienceS2P receives the full invoiced amount, except taxes on SapienceS2P's net income.

No refunds. The Subscription Fee and every other Fee are non-cancellable and, to the maximum extent permitted by law, non-refundable. Without limitation, no refund, credit or reduction is due because the Customer deletes or stops using the Managed Application, uses fewer users, Environments or Workflow Packs than the Licensed Scope allows, fails to deploy, changes its requirements, loses access to Azure Services, Microsoft Teams or Azure OpenAI quota, is dissatisfied with the Platform's outputs, or because the Subscription is suspended or terminated for the Customer's breach. Any refund or credit that Microsoft may grant under its own policies does not reduce the amount owed to SapienceS2P under the Terms, and SapienceS2P may recover it under clause 7.2.

Keeping the Managed Application deployed; early termination. The Customer shall keep the Managed Application deployed throughout the Initial Term and each Committed Period. If the Managed Application is deleted, or the Subscription otherwise ends, before the last day of the Initial Term or of a Committed Period for any reason other than termination by the Customer under clause 17.2, the Subscription Fees for the remainder of that period become immediately due and payable and are invoiced by SapienceS2P under clause 7.2. The parties agree that this amount is a genuine pre-estimate of SapienceS2P's loss, reflecting the capacity reserved and the pricing given for the commitment, and is not a penalty.

Suspension for non-payment. If any amount owed to SapienceS2P, whether billed by Microsoft or invoiced directly, is more than fifteen (15) days overdue, SapienceS2P may, after written notice, suspend the licence, Standard Support and the publisher management functions of the Managed Application until payment in full. The Term and the Fees continue to run during a suspension.

Use beyond the Licensed Scope. Use beyond the Licensed Scope requires the purchase of the corresponding plan or plan upgrade. Until the Customer purchases it, SapienceS2P may invoice, at list price and from the first day of the excess use, the difference between the price of the plan purchased and the price of the plan that covers the actual use.

Professional Services. Fees for Professional Services and enhanced support are the only charges agreed in a separate written agreement; SapienceS2P invoices them directly and they are payable under clause 7.2.

Standard Support. During the Term of a paid Subscription SapienceS2P provides Standard Support for each Purchased Workflow Pack as described in Schedule 1: Platform and Workflow Pack releases and security updates; correction of reproducible defects in the Platform; licence lifecycle assistance (activation, renewal, Environment set-up guidance); operational guidance on the documented configuration of the admin console; and incident handling through the support channel during Support Hours.

What Standard Support does not include. Standard Support is limited to the Purchased Workflow Packs as delivered. It does not include: new workflows, features or capabilities; development of any kind, including changes to prompts, cards, policies or models beyond the documented configuration; integrations with the Customer's ERP, data platforms or other systems; data engineering, data migration, indexing pipelines or data quality work; customisation, branding beyond the admin console, or reports beyond those delivered; end-user support (the Customer provides first-line support to its users); training beyond the onboarding session stated in the Order; on-site presence; remediation of issues caused by the Customer's changes to the managed resource group, Microsoft Entra, networking, quotas, policies or data, by the Azure Services, by Microsoft Teams or by third-party systems; or support for an Evaluation beyond reasonable commercial assistance. Such work is Professional Services.

Professional Services and enhanced support. Professional Services, enhanced support, extended hours, named-engineer or response commitments beyond Schedule 1 are provided only under a separate written statement of work or support agreement that references these Terms, at SapienceS2P's then-current rates. Unless that document states otherwise, all deliverables and work product of Professional Services are part of the Platform and are owned by SapienceS2P under clause 5.1, and the Customer receives a licence to them on the same terms as the Platform.

Access for support. The Customer shall approve just-in-time access requests, provide the information, logs and cooperation that SapienceS2P reasonably needs, and keep the Managed Application on a supported release. SapienceS2P supports the current release and the release immediately preceding it; older releases are supported only by upgrading.

Releases. SapienceS2P may deliver releases that add, change or remove features, provided the Purchased Workflow Packs retain materially equivalent functionality. The Customer shall allow release deployments within the maintenance windows described in Schedule 1.

Azure service levels. The Platform runs entirely on Azure Services in the Customer's subscription. The availability, performance, data durability, backup and recovery of those services are governed exclusively by the Microsoft service-level agreements and product terms that apply to the Customer's agreement with Microsoft. The Customer's sole remedy for any unavailability or degradation of an Azure Service is the service credit, if any, available from Microsoft.

No separate uptime commitment. SapienceS2P does not operate, host or control the Azure Services, the Customer's Azure subscription, network, Microsoft Entra tenant or Microsoft Teams environment, and gives no uptime, availability, latency, throughput, model-capacity or recovery-time commitment for the Platform. Response targets in Schedule 1 are targets, not guarantees, and do not carry service credits.

Maintenance. The Customer acknowledges that releases, security updates, infrastructure changes by Microsoft and model deployment changes may cause short interruptions.

Microsoft changes. Microsoft may change, rename, deprecate or retire Azure Services, regions, model versions and Teams features. SapienceS2P will use reasonable efforts to support successor services in subsequent releases but is not liable for any such change or for its consequences for the Customer's Environments.

The Customer is responsible, at its own cost, for:

• (a)an eligible Azure subscription, the Azure quotas (including Azure OpenAI model capacity), reservations, policies and budget needed to deploy and run the Managed Application;
• (b)its Microsoft Entra tenant, the app registrations, consents, security groups, conditional-access policies and user accounts the Documentation requires, and for who it admits to the administrator and operator groups;
• (c)the public domain labels, certificates, network configuration and firewall rules the Documentation requires;
• (d)uploading and approving the Teams application packages in its organisation catalogue;
• (e)the accuracy, legality, quality and backup of Customer Data and of the records the Platform reads from its ERP and data platforms, and for the configuration of the Azure Services' backup and retention;
• (f)the acts and omissions of its users and the security of their credentials and devices;
• (g)compliance with its agreement with Microsoft, the Microsoft Product Terms for the Azure Services and the Azure OpenAI terms, including configuration of content filtering and abuse-monitoring options;
• (h)its own compliance with laws applicable to its procurement decisions and to its processing of personal data; and
• (i)implementing its own approval authorities, segregation of duties and internal controls, which the Platform assists but does not replace.

The Customer shall not use the Platform for any purpose that is unlawful, that infringes third-party rights, that involves data it has no right to process, or that is prohibited by the Microsoft Commercial Marketplace Terms.

Advisory nature. The Platform uses generative artificial-intelligence models (Azure OpenAI deployments in the Customer's subscription) to produce recommendations, summaries, explanations, classifications, translations and answers (Outputs). Outputs are generated from the data and instructions available to the model at the time and may be incomplete, inaccurate, outdated, biased or inconsistent. Outputs are advisory and informational only; they are not professional, legal, financial, procurement or compliance advice and do not constitute a decision of SapienceS2P.

Human decisions. Every approval, rejection, award, commitment or other business decision made with the assistance of the Platform is the Customer's own decision, taken by its authorised personnel who are responsible for reviewing the underlying records. The Customer shall keep a human decision-maker in every approval flow and shall not configure or use the Platform to execute a decision without human confirmation. The Customer assumes all risk arising from reliance on Outputs.

No control over models. SapienceS2P does not train, host or control the models; Microsoft provides them under the Customer's agreement with Microsoft. SapienceS2P gives no warranty regarding the accuracy, availability, latency, behaviour, content filtering or continued availability of any model or model version.

Customer inputs. The Customer is responsible for the lawfulness and quality of the data and instructions it provides to the models through the Platform and for complying with the usage policies that apply to Azure OpenAI.

Data stays in the Customer's tenant. The Managed Application is designed so that Customer Data is stored and processed in Azure Services inside the Customer's own Azure subscription and Microsoft Entra tenant. SapienceS2P does not host, store or routinely access Customer Data and has no standing access to the managed resource group beyond the read-only publisher access that the Managed Application model provides.

Roles. For any personal data in Customer Data, the Customer is the controller (or equivalent) and SapienceS2P acts, to the limited extent it accesses such data when providing support, as a processor on the Customer's documented instructions, which are these Terms and the just-in-time access requests the Customer approves. The parties shall sign a data-processing agreement if applicable data-protection law requires one; until then this clause 12 applies.

SapienceS2P commitments. When SapienceS2P accesses Customer Data it shall

• (a)do so only through the access the Customer approves and only for support, maintenance and the Professional Services ordered;
• (b)keep it confidential and impose the same duty on its personnel;
• (c)not copy Customer Data outside the Customer's tenant except transient diagnostic extracts that are deleted when the support case closes;
• (d)implement reasonable organisational measures to protect it;
• (e)notify the Customer without undue delay on becoming aware of a breach of its own systems affecting Customer Data; and
• (f)reasonably assist the Customer, at the Customer's cost, with data-subject requests and regulatory enquiries relating to SapienceS2P's processing.

Customer commitments. The Customer is responsible for the security configuration of its Azure subscription, Microsoft Entra tenant and network, for encryption keys and Key Vault access policies it controls, for data residency and regional choices, for backup and retention settings, for granting and revoking its users' access, for the lawful basis of any processing and for any transfer of Customer Data it initiates outside its tenant.

Privacy controls. The Platform offers configurable privacy controls (for example capture of free-text content in audit records). The Customer is responsible for configuring them according to its own policies and law.

No retention obligation. SapienceS2P has no obligation to retain, return or restore Customer Data; it resides in the Customer's subscription and remains there, subject to the Customer's own retention and deletion actions, after the Term ends.

Confidential Information means non-public information disclosed by a party in connection with the Terms that is marked confidential or that a reasonable person would understand to be confidential. The Platform, its architecture, source code, templates, prompts, configuration, pricing, roadmap, Documentation and the terms of every Order are SapienceS2P's Confidential Information. Customer Data is the Customer's Confidential Information.

The receiving party shall use Confidential Information only to perform or exercise rights under the Terms, protect it with at least reasonable care, disclose it only to personnel, Affiliates, advisers and subcontractors who need to know it and are bound by equivalent duties, and return or destroy it on request after the Term ends, except copies kept under routine backup or legal-retention policies, which remain protected.

The duties in this clause do not apply to information that is or becomes public without breach, was already known to the receiving party without restriction, is independently developed without use of the Confidential Information, or is received from a third party without restriction. A party may disclose Confidential Information when required by law or a court order, after giving prompt notice where lawful and cooperating to limit the disclosure.

The duties in this clause continue for five (5) years after the Term ends and, for trade secrets and source code, for as long as they remain trade secrets.

A breach of this clause or of clause 4 may cause irreparable harm for which damages are inadequate. SapienceS2P is entitled to injunctive or other equitable relief in any court of competent jurisdiction without posting a bond.

Limited warranty. SapienceS2P warrants that, for thirty (30) days from the first deployment under a paid plan, the Purchased Workflow Packs will perform materially in accordance with the Documentation when deployed and used in accordance with the Documentation. The Customer's sole and exclusive remedy, and SapienceS2P's entire liability, for a breach of this warranty is for SapienceS2P to use reasonable efforts to correct the non-conformity or to provide a workaround.

Mutual. Each party warrants that it has authority to enter into the Terms.

Disclaimer. Except as expressly stated in clause 14.1, the Platform, the Workflow Packs, the Documentation, Standard Support, Professional Services and the Outputs are provided "as is" and "as available". To the maximum extent permitted by law, SapienceS2P and its licensors disclaim all other warranties, conditions and representations, express, implied or statutory, including merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy of Outputs, and any warranty arising from course of dealing or usage of trade. SapienceS2P does not warrant that the Platform will be uninterrupted, error-free or secure, that defects will be corrected, that it will meet the Customer's requirements, that it will operate with any system other than those stated in the Documentation, or that any Azure Service, model or Teams feature will remain available. An Evaluation is provided without any warranty.

No advice or information, whether oral or written, obtained from SapienceS2P creates any warranty not expressly stated in the Terms.

By SapienceS2P. SapienceS2P shall defend the Customer against a third-party claim alleging that the Platform, as delivered by SapienceS2P and used in accordance with the Terms, infringes a patent, copyright or trade mark registered in the United Kingdom, and shall pay the damages finally awarded or the settlement SapienceS2P agrees. This obligation does not apply to a claim arising from: Customer Data or the Customer's instructions, prompts or configuration; the Azure Services, Microsoft Teams, any model or any third-party or open-source component; combination with anything not supplied by SapienceS2P; modification by anyone other than SapienceS2P; use after SapienceS2P has offered a non-infringing alternative; use of a release other than the current or immediately preceding one; or an Evaluation. If a claim is made or likely, SapienceS2P may, at its option, procure the right for the Customer to continue using the Platform, modify or replace it so that it is non-infringing, or terminate the affected licence, in which case the Customer's obligation to pay the Subscription Fee for the period after termination ends and no other amount is due. This clause states SapienceS2P's entire liability for infringement.

By the Customer. The Customer shall defend and indemnify SapienceS2P, its Affiliates and personnel against every claim, loss, liability, fine, cost and expense (including legal fees) arising from: Customer Data; the Customer's procurement, approval and other business decisions; the Customer's or its users' use of the Platform in breach of the Terms or of law; the Customer's configuration of or changes to the Azure Services, its tenant or the managed resource group; or any third-party system the Customer connects to the Platform.

Procedure. The indemnified party shall give prompt written notice of the claim, sole control of the defence and settlement to the indemnifying party (provided no settlement imposes an admission or obligation on the indemnified party without its consent), and reasonable cooperation at the indemnifying party's cost.

Exclusion of indirect loss. To the maximum extent permitted by law, SapienceS2P, its Affiliates and licensors are not liable, under any theory (contract, tort including negligence, statute or otherwise), for any indirect, incidental, special, consequential, exemplary or punitive loss, or for any loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation, loss or corruption of data, cost of procurement of substitute goods or services, Azure consumption or other charges payable to Microsoft, costs arising from the Customer's procurement or approval decisions, or losses arising from reliance on Outputs, even if advised of the possibility.

Cap. To the maximum extent permitted by law, the total aggregate liability of SapienceS2P, its Affiliates and licensors arising out of or relating to the Terms, every Order and the Platform, in any twelve-month period, shall not exceed the Subscription Fees actually paid by the Customer, through Microsoft or directly, for the plan containing the Purchased Workflow Pack giving rise to the claim during the one (1) month immediately preceding the first event giving rise to liability. For an Evaluation, that liability shall not exceed one thousand pounds sterling (GBP 1,000).

Exceptions. Nothing in the Terms excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence or for fraud. The Customer's payment obligations and its liability under clauses 4, 5, 13 and 15.2 are not subject to clause 16.2.

Basis of the bargain. The Customer acknowledges that the Fees reflect the allocation of risk in this clause 16 and that SapienceS2P would not enter into the Terms without it. Any claim must be brought within twelve (12) months of the event giving rise to it.

Termination by SapienceS2P. SapienceS2P may terminate the Subscription, in whole or for any Environment or Workflow Pack, with immediate effect by written notice if the Customer:

• (a)breaches clause 4, 5 or 13;
• (b)fails to pay any amount owed under the Terms, whether billed by Microsoft or invoiced directly, within fifteen (15) days of a written reminder;
• (c)commits any other material breach that is not remedied within thirty (30) days of written notice;
• (d)becomes insolvent, enters liquidation, administration or an arrangement with creditors, or ceases to carry on business;
• (e)is subject to sanctions or becomes a person with whom SapienceS2P may not lawfully deal; or
• (f)challenges SapienceS2P's intellectual property rights in the Platform.

Termination by the Customer. The Customer may terminate the affected Subscription by written notice if SapienceS2P commits a material breach of the Terms that is not remedied within sixty (60) days of a written notice describing it in detail. Unavailability or degradation of Azure Services, Microsoft Teams or models, and dissatisfaction with Outputs, are not breaches by SapienceS2P.

Withdrawal of the offer. If Microsoft removes or materially changes the Marketplace programme, the managed-application model or the offer, SapienceS2P may deliver the Platform through another deployment mechanism on the same Terms, and the Subscription continues.

Suspension. In addition to clause 7.7, SapienceS2P may suspend the licence or any function of the Platform immediately if it reasonably believes that continued use presents a security risk, breaches clause 4 or 10.2, or exposes SapienceS2P or Microsoft to liability. SapienceS2P shall notify the Customer and lift the suspension once the cause is resolved. Suspension does not extend the Term or reduce the Fees.

Effects of termination. On expiry or termination of a Subscription:

• (a)the licence ends and the Customer shall stop using the Platform, delete every Managed Application instance within thirty (30) days and, on request, certify the deletion in writing;
• (b)all unpaid Fees and any amount due under clause 7.6 become immediately payable;
• (c)no refund is due;
• (d)SapienceS2P's access to the managed resource group ends; and
• (e)the Customer remains responsible for its Azure subscription and for any Customer Data it keeps.

Survival. Clauses 1.4, 1.5, 2, 4, 5, 7, 11, 12.6, 13, 14.3, 15, 16, 17.5, 17.6, 18, 20, 21 and 22 survive expiry or termination.

SapienceS2P may verify the Customer's compliance with the licence scope through the Platform's own telemetry and licence records and, not more than once per year on fifteen (15) days' written notice, through a remote review of the Customer's relevant records. If a review reveals use beyond the licence scope, the Customer shall pay the Fees for the excess use under clause 7.8 and, if the excess exceeds five per cent (5%), the reasonable cost of the review.

SapienceS2P may identify the Customer as a customer of the Platform, including by name and logo, in its customer lists, marketplace listings and marketing materials, and may describe the Purchased Workflow Packs deployed, without disclosing Confidential Information. The Customer may withdraw this permission for future materials by written notice. Any press release or case study requires both parties' approval.

During the Term and for twelve (12) months after it ends, the Customer shall not, directly or through an agent, solicit for employment or engagement any employee or contractor of SapienceS2P who was involved in delivering the Platform or support to the Customer, except through general advertisements not targeted at such persons. If the Customer breaches this clause it shall pay SapienceS2P, as liquidated damages, an amount equal to twelve (12) months of that person's total compensation.

The Terms and every Order, and any non-contractual obligation arising from them, are governed by the laws of England and Wales, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties shall first attempt to resolve any dispute by escalation to their respective executives for thirty (30) days. A dispute not resolved in that period shall be submitted to the exclusive jurisdiction of the courts of England and Wales. SapienceS2P may nonetheless seek injunctive relief, or recover unpaid Fees, in any court of competent jurisdiction.

The prevailing party in any proceeding to enforce the Terms is entitled to recover its reasonable legal fees and costs.

Force majeure. SapienceS2P is not liable for any delay or failure caused by events beyond its reasonable control, including failures of Microsoft services, Azure regions, models, networks, hosting or telecommunications, acts of government, labour disputes, epidemics, cyber-attacks and natural events. The Customer's payment obligations are not excused by force majeure.

Assignment. The Customer may not assign, novate or transfer the Terms or any Order, or any right under them, without SapienceS2P's prior written consent, including by merger, change of control or operation of law. SapienceS2P may assign the Terms to an Affiliate or to a successor of its business, and may subcontract its obligations while remaining responsible for them.

Changes to the Terms. SapienceS2P may update the Terms for subsequent Committed Periods by notice given on or before 31 August of the preceding year; the updated Terms apply from the next 1 January unless the Customer gives notice of termination under clause 6.4. Changes required by law or by the Microsoft Marketplace programme may take effect on notice.

Entire agreement. The Terms, the plan listing or private offer of each plan purchased, any separate written agreement for Professional Services and the Documentation are the entire agreement between the parties about their subject matter and supersede every prior proposal, representation, agreement and understanding, written or oral. Each party acknowledges that it has not relied on any statement not set out in them. No amendment is effective unless in writing and signed or expressly accepted by both parties; e-mail acknowledgements by SapienceS2P suffice for Professional Services agreements.

Notices. Notices must be in writing and delivered by courier or registered mail to the party's registered address, with a copy by e-mail to support@sapiences2p.com for SapienceS2P and to the e-mail address of the Customer's Marketplace purchaser or administrator for the Customer. Notices to SapienceS2P are effective on receipt; notices to the Customer are effective on sending to the recorded e-mail address.

Compliance. Each party shall comply with applicable export-control, sanctions and anti-corruption laws. The Customer represents that it is not, and is not owned or controlled by, a sanctioned person and shall not use the Platform in or for a sanctioned territory or end use.

Severability and waiver. If a provision is held invalid it is modified to the minimum extent necessary and the rest remains in force. A failure or delay in exercising a right is not a waiver.

Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or fiduciary relationship. There are no third-party beneficiaries, except that SapienceS2P's Affiliates and licensors may enforce clauses 5, 13, 15.2 and 16.

Language and counterparts. The Terms are written in English, which prevails over any translation. Orders may be executed electronically and in counterparts.

Marketplace mechanics. The Customer acknowledges that Microsoft may share its name, contact details and transaction information with SapienceS2P for the purpose of fulfilling and supporting the Order, and that the private plan, its audience and its price in the Marketplace are set by SapienceS2P.

Scope. Standard Support covers each Purchased Workflow Pack on the Platform release it ships on and the release immediately preceding it, for the Environment of each plan purchased.

Support Hours and channel. Monday to Friday, 09:00–17:00 United Kingdom time, excluding bank holidays in England (Business Days, Business Hours). Requests are raised by the Customer's named support contacts (up to two (2)) by e-mail to support@sapiences2p.com or by telephone on +44 20 3925 2856. Each request names the Environment, the release, the time of the event and the steps to reproduce.

Included.

• (a)Platform and Workflow Pack releases, including security updates, deployed to the Customer's Environments by SapienceS2P through the publisher access of the Managed Application;
• (b)analysis and correction of reproducible defects of the Platform;
• (c)licence lifecycle: activation, renewal, additional Environments or Workflow Packs by plan purchase;
• (d)guidance on the documented configuration of the admin console (branding, access groups, capability flags, notification policy, privacy controls);
• (e)incident handling per the severity table;
• (f)one onboarding session of up to four (4) hours per Environment.

Not included. Everything listed in clause 8.2 of the Terms; in particular new workflows, new development, integrations, data engineering and indexing pipelines, data migration, custom reports, end-user support, training beyond onboarding, on-site presence, and issues caused by the Customer's changes, by the Azure Services, by Microsoft Teams or by third-party systems. Such work is quoted as Professional Services.

Severity and response targets. Targets are measured in Business Hours from the time a complete request is received. They are targets for a first qualified response, not for resolution, and carry no credits.

Maintenance windows. Releases are deployed on agreed Business Days, using the deployment slots of the Platform to minimise interruption. Security updates may be deployed on shorter notice. The Customer shall not block a security update for more than ten (10) Business Days.

Customer prerequisites. Timely approval of just-in-time access requests; a reachable technical contact; the Azure quotas and Entra settings required by the Documentation; no modification of the managed resource group outside the Managed Application and the admin console.

Exclusions of time. Time waiting for the Customer's information, approval or access, and outages of Azure Services, Microsoft Teams or models, do not count toward response targets.