Fluid T&Cs
1. Introduction
1.1 About these Terms
These Terms of Service (“Terms”) govern access to and use of the Fluid platform and all associated tools, software, AI agents, modules, functionality and services made available by Plus Partner Services Limited trading as Fluid (“Fluid”, “we”, “us”, “our”) (together, the “Services”).
By registering for an account, purchasing access to the Services, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
These Terms constitute a legally binding agreement between Fluid and the Customer (as defined below).
1.2 Contracting Parties
The Services are provided by Plus Partner Services Limited, a company incorporated in England and Wales with its registered office at Chandler House, 7 Ferry Road Office Park, Riverside, Preston, Lancashire, PR2 2YH.
If you register for or use the Services on behalf of a company, partnership or other legal entity (the “Customer”), you confirm that:
a) you are authorised to bind the Customer to these Terms; and
b) the Customer agrees to be bound by these Terms.
In such circumstances, references to “you” and “your” in these Terms mean the Customer and, where applicable, its authorised users.
If you do not have authority to bind the Customer, you must not access or use the Services on its behalf.
1.3 Business Use Only
The Services are provided strictly for business use. The Services are not intended for use by consumers, and no consumer rights legislation applies to this Agreement.
You represent and warrant that:
a) you are accessing and using the Services in the course of a business, trade or profession;
b) you are at least 18 years of age; and
c) you have the legal capacity to enter into binding contracts.
1.4 Related Documents and Order of Precedence
These Terms incorporate by reference the following documents, each of which forms part of the Agreement between you and Fluid:
a) the Data Processing Addendum (where applicable);
b) the Acceptable Use Policy;
c) the Privacy Notice; and
d) any applicable order form, subscription confirmation or commercial agreement entered into between Fluid and the Customer.
In the event of any conflict between these Terms and a separately executed written agreement or order form signed by both parties, the terms of that separately executed document shall prevail to the extent of the conflict.
Except as expressly stated, these Terms constitute the entire agreement between the parties in relation to the Services and supersede all prior discussions, representations, arrangements or agreements relating to their subject matter.
2. Definitions and Interpretation
2.1 Definitions
In these Terms, the following words and expressions have the meanings set out below:
Acceptable Use Policy means the Fluid acceptable use policy made available on the Fluid website, as updated from time to time.
Agreement means the legally binding agreement between Fluid and the Customer comprising these Terms, together with any documents incorporated by reference.
Authorised User means an individual who is authorised by the Customer to access and use the Services under the Customer’s account.
Customer means the company, partnership, sole trader or other legal entity that registers for or purchases access to the Services.
Customer Data means all data, information, documents, content and materials uploaded to, submitted to, stored in, or processed through the Services by or on behalf of the Customer or its Authorised Users, including any personal data.
Data Processing Addendum or DPA means the data processing addendum incorporated into this Agreement and applicable where Fluid processes personal data on behalf of the Customer.
Documentation means any user guides, product descriptions, help materials or technical documentation made available by Fluid in relation to the Services.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, service marks, business names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in computer software, rights in confidential information and trade secrets, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted renewals or extensions of such rights.
Outputs means any text, documents, drafts, analyses, summaries, recommendations, reports or other materials generated by the Services in response to inputs provided by the Customer or its Authorised Users.
Services means the Fluid platform and all associated software, AI tools, AI agents, modules, features and functionality made available by Fluid from time to time, including any updates, enhancements or modifications.
Subscription Term means the period during which the Customer is entitled to access and use the Services in accordance with the applicable subscription or commercial arrangement.
Usage Entitlements means the prepaid credits, usage allowances, subscription rights or other access mechanisms determined by Fluid from time to time that permit access to and use of the Services.
2.2 Interpretation
In these Terms:
a) references to clauses and schedules are to clauses and schedules of these Terms unless otherwise stated;
b) headings are for convenience only and do not affect interpretation;
c) words in the singular include the plural and vice versa;
d) references to a statute or statutory provision include that statute or provision as amended, extended or re-enacted from time to time;
e) the words “including”, “includes” and “in particular” are illustrative and do not limit the generality of the preceding words; and
f) a reference to a “person” includes an individual, company, partnership, limited liability partnership, body corporate or unincorporated association.
3. The Services
3.1 Scope of the Services
Fluid provides a cloud-based software platform comprising a suite of tools, AI agents, modules and related functionality designed to support business workflows, drafting, analysis and operational processes (the “Services”).
The Services may include artificial intelligence-powered functionality that generates Outputs in response to inputs provided by the Customer or its Authorised Users.
Subject to this Agreement, the Customer may use the Services for its internal business purposes, including to generate Outputs for use in the course of providing professional services to its own clients.
For the avoidance of doubt:
a) the Customer may use, adapt and provide Outputs to its clients as part of its normal business activities;
b) no rights are granted to the Customer to provide third parties with access to the Services themselves, except to Authorised Users acting on behalf of the Customer; and
c) the Customer must not resell, sublicense, distribute or otherwise make the Services available as a hosted or managed service to any third party without Fluid’s prior written consent.
3.2 Modular Structure and Future Tools
The Services operate as a platform through which different tools, AI agents and modules may be made available.
Fluid may from time to time:
a) introduce new tools, AI agents, modules or features;
b) modify, enhance or replace existing functionality;
c) designate certain tools or features as beta, pilot or pre-release; and
d) withdraw or discontinue tools or features.
All such tools, AI agents, modules and features form part of the Services and are governed by this Agreement unless expressly stated otherwise.
Where Fluid designates a tool or feature as beta or pre-release, such functionality may be subject to additional limitations, reduced support or specific terms notified within the platform or Documentation.
3.3 Access and System Requirements
The Services are made available via the internet. The Customer is responsible for:
a) obtaining and maintaining appropriate internet connectivity and compatible devices;
b) ensuring that its systems meet any minimum technical requirements notified by Fluid; and
c) maintaining appropriate security controls within its own environment, including appropriate access management for Authorised Users.
Fluid does not guarantee that the Services will be compatible with all hardware, software or third-party systems not expressly specified by Fluid.
3.4 Service Changes and Availability
Fluid may modify, enhance, replace or discontinue any part of the Services from time to time, including individual tools, AI agents, modules or features, in order to improve functionality, address security or compliance requirements, reflect changes in third-party services, or respond to evolving technological or regulatory developments.
Fluid may temporarily suspend access to all or part of the Services for maintenance, updates, security remediation or other operational reasons. Where reasonably practicable, Fluid will provide advance notice of planned maintenance.
The Customer acknowledges that certain functionality may depend on third-party infrastructure or AI model providers and that changes imposed by such providers may affect specific features of the Services.
Except as expressly stated in this Agreement, the Services are provided on a business-to-business basis and are not guaranteed to be uninterrupted, error-free or available at all times. Fluid does not provide service level commitments unless expressly agreed in writing.
4. Account Registration and Administration
4.1 Account Registration
In order to access the Services, the Customer must register an account through the Fluid platform.
During registration, the Customer must provide accurate and complete information, including the legal name of the business, contact details and any other information reasonably requested by Fluid.
The Customer must ensure that all information provided is kept up to date at all times.
Fluid may reject or suspend account registration where it reasonably believes that the information provided is inaccurate, misleading or incomplete.
4.2 Authorised Users
Access to the Services is limited to individuals authorised by the Customer (“Authorised Users”).
Each Authorised User must have a unique user account. Account credentials must not be shared.
The Customer is responsible for:
a) identifying and approving Authorised Users;
b) ensuring that Authorised Users comply with this Agreement; and
c) promptly revoking access where an individual is no longer authorised to use the Services.
The Customer is liable for all acts and omissions of its Authorised Users as if they were its own.
4.3 Account Security
The Customer and its Authorised Users are responsible for maintaining the confidentiality of login credentials and access mechanisms associated with their accounts.
The Customer must:
a) ensure that appropriate password policies and access controls are applied;
b) notify Fluid promptly of any suspected unauthorised access or security incident relating to the Customer’s account; and
c) take all reasonable steps to prevent unauthorised access to the Services.
Fluid may implement authentication controls, including multi-factor authentication, session controls and other security measures, as it considers appropriate.
4.4 Account Administration and Permissions
The Customer may designate one or more administrators with authority to manage the Customer’s account, including:
a) adding or removing Authorised Users;
b) managing access rights and permissions;
c) purchasing or allocating Usage Entitlements; and
d) accessing account-level information.
Fluid is entitled to rely on instructions given by designated administrators in relation to account management and access.
4.5 Suspension of Accounts
Fluid may suspend access to all or part of the Services where it reasonably believes that:
a) there has been unauthorised access or a security breach;
b) the Customer or an Authorised User is in breach of this Agreement; or
c) continued access poses a security, legal or operational risk.
Where reasonably practicable, Fluid will notify the Customer of any suspension and the reasons for it.
5. Subscription, Fees and Payment
5.1 Commercial Model
Access to the Services is subject to payment of applicable fees in accordance with the subscription plan, pricing structure or other commercial arrangement agreed between Fluid and the Customer.
The Services may operate on the basis of prepaid Usage Entitlements or other access mechanisms determined by Fluid from time to time.
Fluid may make information about pricing and subscription options available on its website or within the platform. Except where otherwise agreed in writing, the pricing applicable at the time of purchase or renewal will apply.
5.2 Usage Entitlements
Access to and use of certain features of the Services may require the Customer to maintain sufficient Usage Entitlements.
Usage Entitlements:
a) are non-transferable and may only be used by the Customer through its Authorised Users;
b) do not constitute currency, electronic money, stored value, property or a financial instrument;
c) have no cash value and are not redeemable or refundable except where required by law; and
d) may be subject to expiry in accordance with the applicable subscription or commercial terms notified at the time of purchase.
Fluid reserves the right to determine, acting reasonably, how Usage Entitlements are measured and consumed across different tools, modules or features within the Services, including where functionality evolves over time.
Fluid may correct obvious technical errors in Usage Entitlement calculations and may suspend access where it reasonably suspects abuse, misuse or circumvention of usage controls.
Where the Customer exhausts its Usage Entitlements, access to certain features or functionality may be restricted until additional entitlements are purchased.
5.3 Invoicing and Payment
Unless otherwise agreed in writing:
a) fees are payable in advance;
b) payment must be made using the method specified by Fluid at the time of purchase; and
c) all fees are non-refundable, except where required by law.
Where recurring billing applies, the Customer authorises Fluid (or its third-party payment provider) to charge the applicable fees on each renewal date unless the subscription is terminated in accordance with this Agreement.
Fluid may suspend access to the Services where payment is overdue.
5.4 Taxes
All fees are exclusive of VAT and any other applicable taxes, duties or charges unless expressly stated otherwise.
The Customer is responsible for paying all applicable taxes associated with its use of the Services. Fluid will issue a valid VAT invoice where required.
5.5 Fee Changes
Fluid may amend its pricing structure from time to time.
Where pricing changes apply to an existing subscription, Fluid will provide reasonable prior notice. The revised pricing will take effect from the next renewal date unless otherwise agreed.
If the Customer does not agree to the revised pricing, it may terminate its subscription before the new pricing takes effect. Continued use of the Services after the effective date of the pricing change constitutes acceptance of the revised fees.
5.6 Trials and Promotional Access
Fluid may, at its discretion, offer trial access or promotional access to the Services.
Unless otherwise stated in writing:
a) trial access is provided on an “as is” basis;
b) Fluid may withdraw or modify trial access at any time; and
c) trial access may be subject to additional restrictions or reduced functionality.
6. Acceptable Use and Restrictions
6.1 Compliance with Acceptable Use Policy
The Customer and its Authorised Users must comply with the Acceptable Use Policy at all times when accessing or using the Services.
The Acceptable Use Policy forms part of this Agreement and may be updated by Fluid from time to time in accordance with Section 19.
A breach of the Acceptable Use Policy constitutes a material breach of this Agreement.
6.2 General Restrictions
The Customer must not, and must ensure that its Authorised Users do not:
a) access or use the Services in a manner that is unlawful, fraudulent, misleading or in breach of any applicable laws or regulations;
b) upload, input, store or transmit any content that is unlawful, infringing, defamatory, obscene, harmful or otherwise objectionable;
c) use the Services in a way that infringes the Intellectual Property Rights or other rights of any third party;
d) use the Services to develop, train or improve any competing product or service;
e) attempt to copy, modify, decompile, reverse engineer or otherwise derive the source code of the Services except where permitted by law;
f) interfere with, disrupt or attempt to gain unauthorised access to the Services, underlying systems or related infrastructure;
g) use automated tools, bots, scrapers or similar mechanisms to access or extract data from the Services other than through authorised functionality;
h) conduct load testing, penetration testing or security testing of the Services without Fluid’s prior written consent; or
i) permit any person other than Authorised Users to access the Services under the Customer’s account.
6.3 AI-Specific Restrictions
In addition to the general restrictions above, the Customer must not use the Services:
a) to generate content that is unlawful, misleading or intended to facilitate fraud or regulatory breach;
b) to automate decision-making in circumstances where human oversight is legally required and not provided;
c) to attempt to extract, reconstruct or infer underlying models, prompts, training data or system logic;
d) to submit personal data or confidential information without having a lawful basis to do so; or
e) in any manner that could reasonably be expected to compromise the security, integrity or lawful operation of the Services.
6.4 Suspension for Misuse
Fluid may suspend or restrict access to the Services immediately where it reasonably believes that:
a) the Customer or an Authorised User has breached this Section 6 or the Acceptable Use Policy;
b) the use of the Services poses a security, legal or reputational risk to Fluid or any third party; or
c) continued access may result in harm to the Services or other customers.
Where reasonably practicable, Fluid will notify the Customer of the suspension and the reasons for it and provide an opportunity to remedy the breach, where appropriate.
7. Customer Data, Content and Outputs
7.1 Customer Data
The Customer retains all rights, title and interest in and to Customer Data.
The Customer grants Fluid a non-exclusive, worldwide, royalty-free licence to host, process, transmit and otherwise use Customer Data solely to the extent necessary to provide and support the Services in accordance with this Agreement.
The Customer is solely responsible for:
a) the accuracy, completeness and legality of Customer Data;
b) ensuring that it has all necessary rights, licences and lawful bases to upload, submit and process Customer Data through the Services; and
c) the instructions it provides to Fluid in relation to the processing of Customer Data.
7.2 Inputs and Outputs
The Services generate Outputs in response to inputs submitted by the Customer or its Authorised Users.
Subject to payment of all applicable fees and compliance with this Agreement, Fluid assigns to the Customer all right, title and interest it may have in and to the Outputs generated for the Customer through its use of the Services.
The Customer acknowledges and agrees that:
a) Outputs are generated automatically using algorithmic and probabilistic processes;
b) Outputs are based solely on the inputs provided and the system parameters in operation at the time;
c) Outputs may contain errors, omissions, inaccuracies, outdated information or unintended content;
d) Outputs are not verified by Fluid prior to delivery;
e) similar or identical Outputs may be generated for other customers; and
f) Fluid does not warrant that any Output is complete, accurate, compliant, suitable for a particular purpose or fit for reliance without independent review.
The Customer bears sole responsibility for reviewing, validating and approving all Outputs before use in its business activities.
7.3 Review and Professional Responsibility
The Customer is solely responsible for reviewing, verifying and approving all Outputs before relying on or using them in its business activities.
The Services are designed to assist with drafting, analysis and workflow processes and do not constitute regulated advice or professional advice.
The Customer remains solely responsible for:
a) all advice, recommendations or decisions provided to its clients;
b) ensuring compliance with all applicable regulatory, professional and legal obligations; and
c) exercising appropriate human oversight over the use of the Services.
7.4 Data Retention and Deletion
Fluid will retain Customer Data only for as long as necessary to provide the Services and in accordance with its data retention practices and the Data Processing Addendum.
Upon termination or expiry of the Agreement, the Customer may request export of its Customer Data within the period specified in the Data Processing Addendum.
Following expiry of the applicable retention period, Fluid may delete Customer Data in accordance with its documented retention policies, subject to any legal obligations requiring continued retention.
8. AI-Specific Terms
8.1 Nature of AI Functionality
Certain features of the Services incorporate artificial intelligence and machine learning functionality designed to generate, analyse or transform content based on inputs provided by the Customer or its Authorised Users.
The AI functionality forms part of the Services and is provided as a business support tool only.
The Customer acknowledges that AI systems are probabilistic in nature and may generate outputs that are incomplete, inaccurate, biased or otherwise unsuitable for the Customer’s intended use.
8.2 No Regulated or Professional Advice
The Services, including any Outputs generated through AI functionality, do not constitute financial advice, legal advice or any other regulated or professional advice.
Fluid does not act as an adviser, fiduciary or regulated entity in relation to the Customer’s clients.
The Customer remains solely responsible for:
a) assessing the appropriateness and accuracy of any Output;
b) ensuring that any advice or recommendation provided to its clients is compliant with applicable regulatory requirements; and
c) maintaining appropriate human oversight over the use of the Services.
8.3 Third-Party AI Providers
Fluid may utilise third-party technology providers, including AI model providers, cloud infrastructure providers and related service providers, in order to deliver AI functionality within the Services.
The Customer acknowledges and agrees that:
a) certain inputs submitted to the Services may be processed by such third-party providers solely for the purpose of generating Outputs and delivering the Services;
b) AI models are developed, maintained and updated by third-party providers and may change in functionality, behaviour or performance over time;
c) Fluid does not control the training data, model architecture or internal logic of third-party AI models;
d) third-party providers may update, restrict or withdraw specific models or features, which may affect certain functionality within the Services; and
e) Fluid is not responsible for the independent acts or omissions of third-party providers except to the extent required by applicable law.
Fluid remains responsible for its own obligations under this Agreement, including its data protection obligations under the Data Processing Addendum, notwithstanding its use of third-party providers.
8.4 No Training on Customer Data
Fluid does not use Customer Data to train or fine-tune general-purpose artificial intelligence models for the benefit of other customers.
Customer Data is processed solely for the purpose of providing the Services to the relevant Customer in accordance with this Agreement and the Data Processing Addendum.
Fluid may compile and use aggregated, statistical and anonymised information derived from use of the Services for the purposes of operating, maintaining, improving and securing the Services, provided that such information:
(a) does not identify the Customer, any Authorised User, or any individual;
(b) does not contain Personal Data; and
(c) is not used to train general-purpose artificial intelligence models or external systems.
Such aggregated and anonymised information shall not enable the reconstruction or identification of Customer Data.
All rights, title and interest in such aggregated and anonymised information shall belong to Fluid.
8.5 Customer Responsibility for AI Use
The Customer must ensure that:
a) it has a lawful basis for submitting any personal data or confidential information to the Services;
b) it does not rely solely on AI-generated Outputs without appropriate review; and
c) it does not use the Services in any manner that could reasonably be expected to result in unlawful discrimination, regulatory breach or material harm.
The Customer acknowledges that use of AI functionality involves inherent limitations and risks and agrees that it uses such functionality at its own risk, subject to the liability provisions set out in this Agreement.
9. Data Protection
9.1 Roles of the Parties
To the extent that Fluid processes personal data on behalf of the Customer in connection with the Services, the Customer acts as the data controller and Fluid acts as a data processor.
The Customer is solely responsible for:
a) determining the purposes and lawful basis for processing personal data;
b) ensuring that it has provided appropriate privacy notices to data subjects; and
c) complying with all applicable data protection laws in relation to its use of the Services.
Fluid will process personal data only on the documented instructions of the Customer and in accordance with this Agreement and the Data Processing Addendum.
9.2 Data Processing Addendum
Where applicable data protection laws require a processor agreement, the Data Processing Addendum (“DPA”) forms part of this Agreement and applies to the processing of personal data by Fluid on behalf of the Customer.
The DPA sets out:
a) the subject matter and duration of the processing;
b) the nature and purpose of the processing;
c) the types of personal data and categories of data subjects;
d) Fluid’s obligations as a processor; and
e) the technical and organisational measures implemented by Fluid.
In the event of any conflict between this Section 9 and the DPA, the DPA shall prevail to the extent of the conflict in relation to personal data processing.
9.3 Sub-Processors
The Customer authorises Fluid to engage sub-processors to assist in the provision of the Services, including cloud hosting providers, infrastructure providers, security providers and AI model providers.
Fluid shall maintain an up-to-date list of sub-processors and make it available via its website, trust centre or other appropriate channel.
Fluid may add or replace sub-processors from time to time. Where required by applicable data protection law, Fluid shall provide reasonable notice of the addition of any new sub-processor that processes personal data.
If the Customer has a reasonable and documented objection to a new sub-processor on data protection grounds, the parties shall discuss the objection in good faith. If the parties are unable to resolve the objection within a reasonable period, the Customer’s sole remedy shall be to terminate the affected Services on written notice.
Fluid shall ensure that any sub-processor engaged by it is subject to data protection obligations that are materially equivalent to those set out in the Data Processing Addendum.
9.4 Security Measures
Fluid will implement and maintain appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data.
Such measures are described in the DPA and may be updated from time to time to reflect evolving security practices and risks.
9.5 Security Incidents
In the event of a personal data breach affecting Customer Data, Fluid will notify the Customer without undue delay after becoming aware of the breach and will provide reasonable cooperation and assistance in accordance with the DPA.
9.6 International Transfers
Where personal data is transferred outside the United Kingdom or the European Economic Area in connection with the Services, such transfers will be carried out in accordance with applicable data protection laws and the safeguards set out in the DPA.
9.7 Order of Precedence
In the event of any conflict or inconsistency between this Agreement and the Data Processing Addendum, the terms of the Data Processing Addendum shall prevail to the extent of such conflict in relation to the processing of Personal Data.
10. Confidentiality
10.1 Confidential Information
For the purposes of this Agreement, “Confidential Information” means any information disclosed by one party to the other in connection with the Services that is identified as confidential or that ought reasonably to be considered confidential given its nature and the circumstances of disclosure.
Confidential Information includes, without limitation:
a) Customer Data;
b) technical, financial or commercial information relating to either party;
c) information relating to the architecture, functionality or security of the Services; and
d) any non-public business information.
Confidential Information does not include information that:
i) is or becomes publicly available other than through a breach of this Agreement;
ii) was lawfully in the receiving party’s possession before disclosure;
iii) is lawfully obtained from a third party without restriction; or
iv) is independently developed without reference to the disclosing party’s Confidential Information.
10.2 Obligations of Confidentiality
Each party agrees that it will:
a) use the other party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement;
b) keep the Confidential Information secure and protect it against unauthorised disclosure; and
c) not disclose the Confidential Information to any third party except to its employees, contractors, professional advisers or sub-processors who have a legitimate need to know and who are subject to appropriate confidentiality obligations.
The Customer acknowledges that elements of the Services, including system architecture, prompts, workflows and underlying logic, constitute Fluid’s Confidential Information.
10.3 Compelled Disclosure
A party may disclose Confidential Information where required by law, regulation or court order, provided that, where legally permitted, it gives the other party prompt notice and reasonable assistance to enable the other party to seek protective measures.
10.4 Survival
The obligations in this Section 10 shall continue for a period of five years after termination of the Agreement, except in respect of trade secrets and Customer Data, which shall remain confidential for so long as they retain their confidential nature.
11. Intellectual Property
11.1 Fluid Intellectual Property
All Intellectual Property Rights in and to the Services, including the platform, software, AI agents, system architecture, prompts, workflows, Documentation and underlying technology, are and shall remain the exclusive property of Fluid or its licensors.
Except for the limited rights expressly granted under this Agreement, no rights in the Services are granted to the Customer.
Fluid grants the Customer a non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term, to access and use the Services in accordance with this Agreement.
11.2 Customer Intellectual Property
The Customer retains all Intellectual Property Rights in and to its Customer Data and any materials uploaded or submitted to the Services.
Nothing in this Agreement transfers ownership of Customer Data to Fluid.
11.3 Ownership of Outputs
Subject to payment of all applicable fees and compliance with this Agreement, Fluid assigns to the Customer all right, title and interest it may have in and to the Outputs generated for the Customer through its use of the Services.
The Customer acknowledges that:
a) Outputs are generated using automated processes and may not be unique; and
b) Fluid does not guarantee that similar Outputs will not be generated for other customers.
Fluid retains all Intellectual Property Rights in and to the underlying systems, models, templates and methodologies used to generate Outputs.
11.4 Feedback
If the Customer or any Authorised User provides suggestions, ideas, enhancement requests or other feedback relating to the Services (“Feedback”), Fluid may use such Feedback without restriction or obligation.
To the extent necessary, the Customer assigns to Fluid all Intellectual Property Rights in such Feedback.
11.5 Infringement Claims
Fluid will defend the Customer against any third-party claim that the Services infringe a third party’s Intellectual Property Rights in the United Kingdom, provided that the Customer:
a) promptly notifies Fluid in writing of the claim;
b) gives Fluid sole control of the defence and settlement of the claim; and
c) provides reasonable assistance at Fluid’s expense.
Fluid shall not be liable for any claim to the extent that it arises from:
i) Customer Data or materials provided by the Customer;
ii) use of the Services in breach of this Agreement;
iii) modification of the Services by anyone other than Fluid; or
iv) use of the Services in combination with products or services not provided by Fluid where the infringement would not have arisen but for such combination.
If the Services are held to infringe, or Fluid reasonably believes they are likely to infringe, Fluid may at its option:
a) modify the Services to make them non-infringing;
b) obtain the right for the Customer to continue using the Services; or
c) terminate the affected Services and provide a pro-rata refund of any prepaid fees relating to the unused portion of the Subscription Term.
This Section 11.5 sets out the Customer’s sole and exclusive remedy in respect of third-party intellectual property infringement claims relating to the Services and is subject to the liability limitations set out in Section 16.
12. Third-Party Services
12.1 Use of Third-Party Services
The Services may integrate with, rely upon or provide access to third-party services, software, infrastructure, payment processors or AI model providers (“Third-Party Services”).
The Customer acknowledges that certain functionality of the Services depends on the availability and performance of such Third-Party Services.
Fluid may change, replace or discontinue its use of Third-party Services at any time.
Where a change to a Third-Party Service would reasonably be expected to materially reduce the overall functionality of the Services, Fluid will use reasonable endeavours to provide advance notice to the Customer where practicable.
12.2 Third-Party Terms
Where the Services include integrations with or access to Third-Party Services, use of those Third-Party Services may be subject to the relevant third party’s terms and conditions.
The Customer is responsible for complying with any applicable third-party terms where it chooses to enable or use such integrations.
Fluid does not control and is not responsible for the content, policies or practices of Third-Party Services except to the extent required by applicable law.
12.3 Third-Party AI Providers
The Customer acknowledges that certain AI functionality within the Services may utilise models or infrastructure provided by third-party AI providers.
Inputs submitted to AI features may be processed by such providers solely for the purpose of generating Outputs and delivering the Services.
Fluid remains responsible for the performance of its obligations under this Agreement, including its data protection obligations, notwithstanding its use of Third-Party Services.
However, Fluid is not liable for:
a) downtime or performance issues caused by Third-Party Services beyond Fluid’s reasonable control; or
b) changes to Third-Party Services that materially affect specific features, where such changes are imposed by the relevant third party.
13. Support and Service Availability
13.1 Support
Fluid will provide reasonable business support in relation to the Services during its normal business hours, as notified on the Fluid website or within the platform from time to time.
Support may be provided by email, ticketing system or other channels designated by Fluid.
Unless expressly agreed in writing, the Services do not include bespoke consultancy, custom development or dedicated support services.
Fluid may offer different levels of support depending on the Customer’s subscription or commercial arrangement.
13.2 Service Availability
The Services are provided on an “as available” basis.
Fluid will use reasonable endeavours to maintain the availability and performance of the Services but does not guarantee uninterrupted or error-free operation.
The Customer acknowledges that availability may be affected by factors outside Fluid’s reasonable control, including internet connectivity, telecommunications infrastructure and Third-Party Services.
13.3 Maintenance and Updates
Fluid may perform scheduled or emergency maintenance, updates or security remediation that temporarily affects access to the Services.
Where reasonably practicable, Fluid will provide advance notice of planned maintenance.
Fluid may deploy updates, patches and enhancements to the Services from time to time. Such updates form part of the Services and are governed by this Agreement.
13.4 Backups and Disaster Recovery
Fluid will maintain reasonable technical and organisational measures designed to protect the integrity and availability of Customer Data, including backup and recovery mechanisms appropriate to the nature, scale and risk profile of the Services.
Unless expressly agreed in writing, Fluid does not guarantee specific recovery time objectives (RTO), recovery point objectives (RPO) or uninterrupted data restoration capabilities.
The Customer acknowledges that the Services are not intended to replace the Customer’s own business continuity, record-keeping or regulatory retention obligations. The Customer remains responsible for maintaining independent copies of any data or records that are required to be retained under applicable law or regulatory requirements.
To the extent permitted by law, Fluid shall not be liable for any loss of data except where directly caused by Fluid’s breach of its obligations under this Agreement or the Data Processing Addendum.
14. Suspension and Termination
14.1 Suspension
Fluid may suspend or restrict access to all or part of the Services with immediate effect where it reasonably believes that:
a) the Customer has failed to pay any fees when due;
b) the Customer or an Authorised User has materially breached this Agreement, including the Acceptable Use Policy;
c) continued access presents a security, legal or operational risk to Fluid, the Services or other customers; or
d) suspension is required to comply with applicable law or a regulatory requirement.
Where reasonably practicable, Fluid will notify the Customer of the suspension and the reasons for it and provide an opportunity to remedy the issue where appropriate.
Suspension does not relieve the Customer of its obligation to pay any fees due during the period of suspension.
14.2 Termination by the Customer
Unless otherwise agreed in writing, the Customer may terminate its subscription by providing notice prior to the end of the current Subscription Term.
Termination will take effect at the end of the current Subscription Term unless otherwise agreed.
Fees paid in advance are non-refundable except where required by law or expressly stated otherwise in this Agreement.
14.3 Termination by Fluid
Fluid may terminate this Agreement immediately by written notice if:
a) the Customer commits a material breach of this Agreement and, where capable of remedy, fails to remedy that breach within 14 days of notice;
b) the Customer repeatedly breaches this Agreement in a manner that reasonably justifies termination;
c) the Customer becomes insolvent, enters into administration or liquidation, or ceases to carry on business; or
d) continued provision of the Services would result in a breach of law.
14.4 Effects of Termination
Upon termination or expiry of this Agreement:
a) all rights granted to the Customer under this Agreement shall immediately cease;
b) the Customer must cease all access to and use of the Services; and
c) Fluid may disable the Customer’s account.
Termination does not affect any accrued rights, remedies or liabilities of either party.
14.5 Data Export and Deletion
Following termination or expiry of this Agreement, the Customer may request export of its Customer Data within thirty (30) days of the effective date of termination, unless a different period is specified in the Data Processing Addendum or agreed in writing.
During this export period, Fluid will make Customer Data available for retrieval using standard functionality or in a commonly used electronic format.
After the expiry of the applicable export period, Fluid may delete Customer Data in accordance with its retention policies and the Data Processing Addendum, subject to any legal obligations requiring continued retention.
15. Warranties and Disclaimers
15.1 Mutual Warranties
Each party warrants that:
a) it is duly incorporated or validly existing and in good standing under the laws of its jurisdiction of incorporation or establishment;
b) it has the full power and authority to enter into and perform its obligations under this Agreement; and
c) the person accepting this Agreement on its behalf is authorised to bind it.
15.2 Service Warranty
Fluid warrants that it will provide the Services with reasonable care and skill consistent with generally accepted industry standards for similar cloud-based business software services.
The warranty in this Section 15.2 does not apply to:
a) beta, pilot or pre-release features;
b) issues caused by Customer Data, third-party systems or integrations not controlled by Fluid;
c) changes imposed by third-party AI model providers or infrastructure providers; or
d) use of the Services in breach of this Agreement.
If the Services fail to comply with this warranty, the Customer’s sole and exclusive remedy shall be for Fluid to use reasonable efforts to correct the non-conforming Services within a reasonable time.
This warranty is subject to the limitations and exclusions set out in Section 16.
15.3 AI and Output Disclaimer
The Customer acknowledges that:
a) AI-generated Outputs are produced through automated processes and may contain errors, omissions or inaccuracies;
b) Outputs may reflect biases present in training data or model design;
c) Outputs are provided for assistance purposes only and are not guaranteed to be complete, accurate or suitable for any specific purpose.
Except as expressly stated in this Agreement, Fluid makes no warranties, representations or guarantees in respect of Outputs.
15.4 Disclaimer of Implied Warranties
To the maximum extent permitted by law, and except as expressly set out in this Agreement, the Services are provided “as is” and “as available”.
Fluid disclaims all implied warranties, conditions or other terms, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.
Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.
16. Liability
16.1 Scope of Liability
This Section 16 sets out the entire financial liability of Fluid (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in connection with this Agreement, whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise.
16.2 Liability Cap
Subject to Section 16.4, Fluid’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Customer to Fluid in the twelve (12) months immediately preceding the event giving rise to the claim.
If the Customer has used the Services for less than twelve months, the cap shall be limited to the total fees paid during the period of use.
16.3 Excluded Losses
To the maximum extent permitted by law, Fluid shall not be liable for:
a) loss of profits;
b) loss of revenue;
c) loss of business or business opportunity;
d) loss of anticipated savings;
e) loss of goodwill;
f) regulatory fines, penalties or sanctions imposed on the Customer;
g) loss or corruption of data (except to the extent directly caused by Fluid’s breach of its obligations under the Data Processing Addendum); or
h) any indirect, incidental, special or consequential loss or damage,
whether or not such losses were foreseeable.
16.4 Non-Excludable Liability
Nothing in this Agreement excludes or limits liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) any liability arising under the Data Processing Addendum or applicable data protection law, subject to the overall liability cap in Section 16.2 unless a higher amount is mandatorily required by applicable law; or
d) any other liability which cannot lawfully be excluded or limited.
16.5 Customer Responsibility
The Customer acknowledges and agrees that:
a) the Services are decision-support tools only;
b) all Outputs must be independently reviewed and validated by appropriately qualified personnel before being relied upon;
c) the Customer remains solely responsible for all regulatory, professional and compliance obligations arising from its use of the Services; and
d) Fluid shall have no liability for any advice, recommendation or regulated activity carried out by the Customer.
17. Indemnities
17.1 Customer Indemnity
The Customer shall indemnify and keep indemnified Fluid, its directors, officers, employees and subcontractors against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:
a) any claim, investigation or regulatory action arising from Customer Data or the Customer’s processing of personal data;
b) any allegation that Customer Data infringes the Intellectual Property Rights or other rights of a third party;
c) the Customer’s or any Authorised User’s breach of this Agreement;
d) any use of the Services or Outputs in breach of applicable law, regulation or professional obligation; or
e) any advice, recommendation, regulated activity or service provided by the Customer to its own clients using or relying upon the Services or Outputs.
For the avoidance of doubt, the indemnity in this Section 17.1 shall not be subject to the liability cap in Section 16 and shall survive termination of this Agreement.
17.2 Conditions
The indemnity in Section 17.1 shall apply provided that Fluid:
a) promptly notifies the Customer in writing of the relevant claim;
b) allows the Customer sole control of the defence and settlement of the claim, subject to Fluid’s right to approve any settlement that imposes any obligation or admission of liability on Fluid; and
c) provides reasonable assistance at the Customer’s expense.
17.3 Mitigation
Each party shall take reasonable steps to mitigate any loss for which it seeks to claim under this Agreement
18. Compliance, Audit and Records
18.1 Customer Compliance
The Customer is responsible for ensuring that its use of the Services complies with all applicable laws, regulations and professional obligations, including any regulatory requirements applicable to its industry.
The Customer shall maintain appropriate internal policies, procedures and controls in connection with its use of the Services, including appropriate human oversight where AI functionality is used.
18.2 Information and Assurance
Upon reasonable written request and no more than once in any twelve (12) month period, Fluid shall make available information reasonably necessary to demonstrate compliance with its obligations under the Data Processing Addendum.
Such information may be provided through:
a) written responses to reasonable security questionnaires;
b) copies or summaries of relevant policies and procedures;
c) independent third-party audit reports or certifications (where available); or
d) access to Fluid’s security trust centre or equivalent compliance portal.
The Customer acknowledges that:
i) Fluid operates a cloud-based infrastructure model and does not maintain customer-accessible physical premises;
ii) audit rights are limited to the extent required by applicable data protection law;
iii) information provided shall not include source code, proprietary model architecture, security-sensitive configurations, or information that could reasonably compromise the security of the Services or other customers; and
iv) duplicative or excessive requests may be refused where substantially similar information has already been provided.
Where the Customer requires additional documentation or bespoke assurance beyond what is reasonably available, such requests shall be subject to reasonable scope limitations and may be subject to additional fees where they require material time or resource commitment.
18.3 Audit Rights
Where required by applicable data protection law, the audit rights set out in the Data Processing Addendum shall apply.
Except as expressly required by law or the Data Processing Addendum, the Customer shall not conduct or request any audit, on-site inspection, penetration test or security assessment of the Services without Fluid’s prior written consent.
For the avoidance of doubt, the Customer shall not be entitled to access Fluid’s systems, infrastructure environments, source code or facilities.
19. Changes to These Terms
19.1 Updates to the Agreement
Fluid may update or amend these Terms from time to time to reflect:
a) changes in law or regulatory requirements;
b) changes to the Services, including new tools or functionality;
c) changes in technology or security practices; or
d) other legitimate business reasons.
Where changes are not material, the updated Terms will take effect upon publication on the Fluid website or within the platform.
19.2 Material Changes
Where a change materially affects the rights or obligations of the Customer, Fluid will provide reasonable prior notice, which may be given by:
a) email to the Customer’s registered account email address;
b) notification within the platform; or
c) publication on the Fluid website.
If the Customer does not agree to a material change, it may terminate its subscription before the change takes effect. Continued use of the Services after the effective date of a material change constitutes acceptance of the revised Terms.
20. General Legal Terms
20.1 Assignment
The Customer may not assign, transfer, sublicense, novate or otherwise dispose of any of its rights or obligations under this Agreement without Fluid’s prior written consent.
Fluid may assign, transfer, novate or otherwise dispose of its rights and obligations under this Agreement:
a) to any group company;
b) in connection with any merger, acquisition, reorganisation, corporate restructuring or sale of assets; or
c) as part of any transfer of the business or assets relating to the Services,
provided that such assignment or transfer does not materially reduce the protections afforded to the Customer under this Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
20.2 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labour disputes, governmental action, failure of utilities, telecommunications failures, internet service disruptions, or interruption, suspension or failure of Third-Party Services.
The affected party shall:
a) notify the other party as soon as reasonably practicable of the nature and expected duration of the force majeure event; and
b) use reasonable endeavours to mitigate the effects of the event and resume performance as soon as reasonably practicable.
If a force majeure event continues for a period of more than thirty (30) consecutive days and materially affects the provision of the Services, either party may terminate the affected Services on written notice without liability, except in respect of fees accrued prior to termination.
20.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
20.4 Waiver
No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy.
A waiver shall only be effective if made in writing and signed by an authorised representative of the waiving party.
20.5 Third Party Rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
20.6 Entire Agreement
This Agreement constitutes the entire agreement between the parties relating to the Services and supersedes all prior discussions, representations, negotiations and agreements relating to its subject matter.
Each party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement.
21. Governing Law and Dispute Resolution
21.1 Governing Law
This Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
21.2 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.
21.3 Informal Resolution
Before commencing formal legal proceedings, the parties shall use reasonable endeavours to resolve any dispute arising out of or in connection with this Agreement through good faith discussions.
Such discussions shall be escalated to senior representatives of each party who have authority to settle the dispute.
Unless urgent injunctive or equitable relief is required, neither party shall commence formal legal proceedings until at least thirty (30) days after providing written notice of the dispute to the other party.
Nothing in this clause prevents either party from seeking urgent interim or injunctive relief where reasonably necessary to protect its rights.