Terms of Service

1. These Terms

1.1 We are Puck App Ltd, registered in England and Wales with company number 17306844 (“Puck AI”, “we” or “us”).

1.2 These Terms set out the terms and conditions under which we operate a sales and CRM software comprising certain artificial intelligence solutions (“Puck”), grant you, i.e. our customer whose details you have entered (“Customer” or “you”), a licence to use Puck and provide you certain services in the context of your use of Puck AI as set out in your subscription plan or order form granting you the licence and permitting your use of our Services (“Order Form”) (the “Services”).

1.3 These Terms do not modify or replace any other agreements you may have with Puck AI concerning our products, services, or other matters. Our Privacy Policy (available at https://www.puckapp.ai/privacy-policy) (“Privacy Policy”) explains how we use personal data.

1.4 By signing up, you agree to enter into a legally binding agreement governed by the terms set out in the Order Form and these Terms with us.

1.5 We may update the contract (which include these Terms and the Order Form, if applicable) between us (“Contract”) from time to time and will notify you in writing (including by email) save in relation to any updates that, in our sole discretion, are deemed immaterial, relate to new features or are required by applicable law. If we notify you of amendments to the Contract that directly and substantially contradict the terms and conditions of the Contract in effect when you initially accepted it, and if you find these modifications unacceptable, you may give us 30 days’ notice in writing (including by email) to terminate the Contract in accordance with clause 10.2.5. Your continued use of Puck and our Services will be deemed to be your acceptance of the most recent version of the Contract which will be posted on our website.

1.6 A reference to a party to the Contract includes that party’s directors, employees, agents and contractors acting on the relevant party’s instruction or under its direct control, as the case may be.

1.7 If you are accessing these Terms by way of self-sign up, by clicking “Accept”, you agree to and accept these Terms which will be legally binding on you and any of your authorised users when accessing or using the Services. Alternatively, by signing an order form granting you the licence and permitting your use of our Services (“Order Form”) you agree to enter into a legally binding agreement (“Contract”) governed by the terms set out in the Order Form and these Terms with us.

1.8 To contact us, please email us at help@puckapp.ai. If we have to contact you, we will call or email you using the contact details you provided to us.

1.9 Business use only. Puck and the Services are provided for business use only. By accepting these Terms, you confirm that:

1.9.1 you are entering into the Contract for purposes relating to your trade, business, craft or profession, and not as a consumer;

1.9.2 if you accept these Terms on behalf of an organisation, you have authority to bind that organisation, and "you" and "Customer" refer to that organisation; and

1.9.3 you are at least 18 years old.

2. Usage

2.1 Starting your subscription

2.1.1 You can subscribe to Puck by creating an account and selecting a plan online ("Self-Serve Subscription"), or by signing an Order Form with us. Where you have signed an Order Form, its terms on fees, term and billing apply instead of the Self-Serve terms in clauses 5 and 10.

2.1.2 Free trial. New Self-Serve customers receive a free trial of 14 days on the plan they select ("Free Trial"). To start a Free Trial, you must provide valid payment details. We will not charge you during the Free Trial. Unless you cancel before the Free Trial ends, your paid subscription will start automatically at the end of the Free Trial and we will charge the Fees for your selected plan and billing period to your payment method. You can cancel during the Free Trial at any time in Settings without charge. We may limit Free Trials to one per customer or organisation, and may change or withdraw Free Trials at any time for customers who have not yet started one.

2.1.3 Your paid subscription starts on the day after your Free Trial ends or, if you did not have a Free Trial, on the day you subscribe (the "Commencement Date"), or on the date set out in your Order Form.

2.2 You can find details of our currently available subscription plans on our website, in your user account, or by contacting us. We may change our subscription plans from time to time (subject always to clause 5.5).

2.3 During your subscription, we grant you a limited, non-exclusive, non-transferable, non-assignable licence to access and use Puck for the Services set out in the subscription plan or Order Form (the “Licence”). Except for this Licence, we grant you no right, title or interest in Puck.

2.4 Puck is designed to connect to your email, calendar, video meeting and CRM accounts. To use some features you will need to connect these accounts, as described in clause 2.9. You authorise us to access the Connected Services you connect and to deliver Outputs and take Agent Actions through them, in accordance with clause 2.8 and your instructions.

2.5 Subject to clauses 2.6 and 2.7, we may make updates and changes to Puck or our Services. You acknowledge and accept that we may add or withdraw certain features temporarily or permanently at any time, with or without notice to deal with bug fixes, patches and maintenance releases. You further acknowledge and accept that we may remove certain features or functionality and/or stop allowing certain devices, software or platforms from being able to access or use Puck and/or our Services.

2.6 If our updates or changes are likely to negatively impact your use of Puck and/or Services in a material way, we will give you at least 30 days’ notice and you will have the right to cancel. If you cancel your subscription, you will be entitled to a prorated refund of any fees you have already paid to us from the date of termination until the end of your paid-for term. If you do not cancel your subscription after we have notified you about any changes and before these changes take place, and you continue to access and use Puck and/or our Services, unless prohibited by law, you agree that this constitutes your acceptance of the changes.

2.7 You acknowledge and agree that we may at any time temporarily suspend access to and your use of Puck and/or our Services, with or without notification to you, if we reasonably believe there to be fraudulent activity or material breach of these Terms (once we have effected such suspension, we will notify you as soon as possible). Any temporary suspension placed on your user account will not last any longer than 10 working days, after which we will either terminate the Contract or remove the suspension. We are not obliged to credit or discount a subscription for suspensions in circumstances where your act or omission constitutes fraudulent activity in your environment or you are in breach of your obligations under the Contract.

2.8 AI features and agent actions

2.8.1 Puck uses artificial intelligence to generate content and recommendations, including call summaries, email drafts, meeting briefings, CRM updates, suggested tasks and lead or deal scores ("Outputs"). Puck may also take actions on your behalf, such as sending emails, updating records, creating tasks and scheduling meetings ("Agent Actions"). Puck only takes Agent Actions when you or your users instruct it to, or through automations you have set up.

2.8.2 Agent Actions are taken on your behalf and on your instructions, and you are responsible for them as if you had taken them yourself. You are responsible for:

• the automations you set up and the permissions you grant Puck;
• the content of any communications sent through Puck; and
• the consequences of any Agent Actions, including under clause 4.4.

2.8.3 Outputs are generated automatically and may be inaccurate, incomplete, out of date or inappropriate for your purposes. Outputs may also be similar to Outputs generated for other customers. You are responsible for reviewing Outputs before you rely on them or share them, including before approving any Agent Action. You should not rely on Outputs as professional, legal, financial or other specialist advice.

2.8.4 We will use reasonable care in providing Puck's AI features. However, given the nature of AI technology, we do not warrant that Outputs or Agent Actions will be accurate, complete or free from error. To the extent permitted by law, we are not liable for any loss arising from your reliance on an Output or from an Agent Action taken in accordance with your instructions or automations.

2.9 Third-party services

2.9.1 Puck works with third-party services, including services you connect such as Google Workspace, Microsoft 365, Zoom and CRM systems ("Connected Services"). Puck also relies on third-party providers to deliver the Services, including meeting recording, transcription, AI model and hosting providers ("Service Providers"), as listed on our Processors page.

2.9.2 Your use of Connected Services is governed by your agreements with their providers, not by these Terms. You are responsible for having the accounts, licences and permissions needed to connect them to Puck, and for complying with their terms.

2.9.3 We do not control Connected Services or Service Providers. We are not liable for any failure, delay, outage, change or discontinuation of a Connected Service or Service Provider, or for any loss of functionality in Puck resulting from one. This does not affect our responsibility for our Service Providers' processing of Customer Data under clause 7.

2.9.4 If a Connected Service or Service Provider changes or withdraws its API, terms, policies or pricing, or restricts our access, we may change, suspend or withdraw the related features or integrations. Where this materially reduces the functionality of Puck, clause 2.6 applies.

3. Our Obligations

3.1 We shall:

3.1.1 provide you with access to Puck to the extent required for the Services in line with the Contract;

3.1.2 provide you with any services you may be entitled to as part of your subscription with reasonable care and skill; and

3.1.3 reasonably co-operate with you in relation to your use of Puck and/or our Services.

3.2 We:

3.2.1 do not warrant that your access to and use of Puck and/or the Services will be uninterrupted or error-free;

3.2.2 do not warrant that your use of Puck and/or the Services will meet your requirements; and

3.2.3 shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that availability of Puck and/or our Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.3 The Contract shall not prevent Puck AI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

4. Your obligations

4.1 You shall:

4.1.1 provide us with details we request from you, which we may reasonably need to grant you access to or to provide to you Puck and/or our Services;

4.1.2 ensure all information you give us is correct and up-to-date at all times, and notify us immediately of any changes to your contact, billing and payment details;

4.1.3 pay any Fees (as defined below) to us when due;

4.1.4 follow the instructions and directions we give you about using Puck and/or our Services and only use them in accordance with all applicable laws, rules and regulations;

4.1.5 make sure everyone under your supervision and who may use or do anything in relation to Puck and/or our Services also meets the responsibilities set out in these Terms;

4.1.6 not share your username, password or account login details with anyone;

4.1.7 notwithstanding the general prohibition to share your username, password or account login details with anyone, be responsible and liable for any use by any other person (authorised or unauthorised) of Puck and/or our Services, including, without limitation, any charges associated with that use and any consequences if an applicable person misuses Puck and/or our Services or breaches these Terms or suffers any injury or damage to their property;

4.1.8 notify us if you become aware of any unauthorised third-party access to our data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to your systems;

4.1.9 not do or omit to do anything which could damage our goodwill or bring our reputation into disrepute; and

4.1.10 ensure that you comply with applicable law and all our current policies made available by us to you from time to time, including but not limited to any acceptable use terms and any other standards or policies which we may publish.

4.2 You must not:

4.2.1 attempt to copy, reproduce, publish, transmit, broadcast, archive, download (other than through caching necessary for personal use), distribute, modify, display, perform, licence, transfer, exchange, translate, create derivative works from, offer for sale, or use (except as explicitly authorised by these Terms) content and information contained on or obtained from or through your use of Puck and/or our Services unless permitted by applicable law, or you have obtained an express prior written permission from us, or the content and information in question have been intended and designated for further transmission or broadcasting;

4.2.2 circumvent, remove, alter, deactivate, degrade or manipulate any content in Puck AI and/or our Services by any other means;

4.2.3 use any robot, spider, scraper or other automated means to access Puck and/or our Services, including any content or information obtained from their use, other than through features or integrations we provide;

4.2.4 decompile, reverse engineer or disassemble Puck and/or our Services or processes made accessible through our Services (except as permitted by applicable law);

4.2.5 use of any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users;

4.2.6 insert any code or product or manipulate the content of Puck and/or our Services in any way;

4.2.7 use any data mining, data gathering or extraction method other than through features or integrations we provide;

4.2.8 infringe any third party's rights when using Puck and/or Services;

4.2.9 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of Puck and/or our Services. We may reject, modify, or delete any material that is considered defamatory, offensive or otherwise unlawful, or that infringes the rights of anyone else;

4.2.10 upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with Puck and/or our Services, including any software viruses or any other computer code, files or programmes; or

4.2.11 obtain, retain, use, or provide access to the Services to an affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction including the United States of America, the United Kingdom and the European Union and its Member States.

4.3 You acknowledge and agree that you shall be responsible for all information technology, computer devices and third-party services required to allow you to access and use Puck and/or our Services (including your internet service provider and any Connected Services).

4.4 Recording, data and communications. You warrant and undertake that:

4.4.1 Call recording. You will only record and transcribe calls with Puck where it is lawful to do so, and you will give all notices and obtain all consents required by law. That includes the laws of every place where a call participant is located, some of which require the consent of all participants. You will not hide, rename or disable Puck's presence in a call to avoid giving notice.

4.4.2 Lawful basis for data. You have, and will keep, a lawful basis under the Data Protection Laws for all personal data that you connect to, import into, record with or enrich using Puck. You will give the people concerned any information required by law about how you use their personal data, including your use of Puck.

4.4.3 Connected accounts. You will only connect email, calendar, CRM and other accounts that you are authorised to connect. Where you connect accounts used by your employees or contractors, you will ensure they have been informed as required by law.

4.4.4 Outreach and communications. All emails, messages and calendar invitations sent through Puck, whether sent by you, your users, or by Puck on your instructions or through automations you set up, are sent on your behalf and are your responsibility. You will comply with all applicable laws on electronic marketing and communications, including:

• the Privacy and Electronic Communications Regulations 2003;
• the Data Protection Laws; and
• where relevant, the US CAN-SPAM Act and Canada's Anti-Spam Legislation.

This includes obtaining consent where required, identifying yourself as the sender, and honouring opt-out requests promptly.

4.4.5 Sensitive data. You will not upload, record or otherwise process through Puck:

• special category data (such as data about health, racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetics, biometrics, sex life or sexual orientation) or criminal offence data, unless it is necessary for your use of Puck and you have a lawful basis for processing it; or
• personal data relating to children.

4.4.6 Our right to act. If we reasonably believe you are in breach of this clause 4.4, we may suspend the relevant features or your access under clause 2.7, and may delete data processed in breach of this clause where the law requires us to.

5. Charges and payment

5.1 In consideration for Puck AI granting the Customer the Licence and/or providing the Services, the Customer shall pay to Puck AI the fee(s) specified in the Order Form or as otherwise agreed between the parties in writing (including by email) (“Fees”).

5.2 Billing

5.2.1 For Self-Serve Subscriptions, Fees are charged in advance at the start of each billing period, monthly or annually depending on the plan you choose, to the payment method you provide. Payments are processed by our payment provider, Stripe. You authorise us, through Stripe, to charge your payment method for the Fees for each billing period until your subscription is cancelled.

5.2.2 For subscriptions under an Order Form, we will invoice you as set out in the Order Form, and invoices are payable within 30 days of the invoice date unless the Order Form says otherwise.

5.2.3 Prices shown on our website are exclusive of VAT, which will be added where applicable.

5.3 Failed and late payments

5.3.1 If a payment for a Self-Serve Subscription fails, we will notify you and may retry the payment. If payment has not been made within 14 days of the first failed attempt, we may suspend your access to Puck and/or the Services until payment is made, and may terminate the Contract if payment remains outstanding after a further 14 days.

5.3.2 If any invoiced Fees that are not the subject of a good-faith dispute remain unpaid 30 days after the due date, we may, on at least five Business Days' notice, suspend your access to Puck and/or the Services until payment is made, and interest shall accrue on the overdue amount at an annual rate of 2% over the Bank of England base rate from time to time, from the due date until payment, whether before or after judgment.

5.4 All amounts and fees stated or referred to in the Contract:

5.4.1 shall be paid in the agreed currency;

5.4.2 shall not be subject to set-off, counterclaim or deduction;

5.4.3 are non-refundable, except as set out in clauses 2.6, 7.6, 10.2.4, 10.2.5 and 10.5.4; and

5.4.4 are exclusive of value added tax, which shall be added to Puck AI’s invoice(s) at the appropriate rate.

5.5 We may change the Fees. Where this is the case, we will inform the Customer about the change in writing at least 30 days before such change comes into effect.

5.6 Changing plans

5.6.1 You can upgrade your plan or add seats at any time. Upgrades take effect immediately, and we will charge you a pro-rated amount for the remainder of your current billing period.

5.6.2 You can downgrade your plan or remove seats at any time. Downgrades take effect at the start of your next billing period, and no refunds or credits are given for the current period. It is your responsibility to make sure your usage fits within the limits of the downgraded plan.

5.7 Usage limits. Your plan includes the usage limits shown on our website or in your Order Form, such as seats and transcription hours. If you reach a limit, the relevant features may be paused until your next billing period unless you upgrade your plan.

6. Intellectual property rights

6.1 In this clause 6, “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

6.2 You acknowledge that all Intellectual Property Rights in Puck or Services, including any materials provided by us to you in connection with Puck or Services, shall belong to Puck AI or any relevant third-party owners (as the case may be), and you shall have no rights in or to Puck or Services other than the right to use them in accordance with the Contract terms.

6.3 You agree not to take any action inconsistent with Puck AI’s ownership of its Intellectual Property Rights and agree not to challenge Puck AI’s ownership or use of such Intellectual Property Rights and further agree not to attempt to register any such Intellectual Property Rights, owned or used by Puck AI or any other names or marks confusingly similar thereto.

6.4 You retain all rights in the material you make available to us, including through Puck and the Services. You grant us a non-exclusive, royalty-free, worldwide licence, for the term of the Contract, to use and reproduce that material solely to provide Puck and the Services to you and as described in clause 7.

6.5 We acknowledge that the Customer is the holder of rights in the Customer’s company logo. Provided we have your prior written consent, the Customer grants us a non-exclusive, royalty-free, fully paid-up, worldwide licence to use, reproduce, distribute, and publicly display the Customer’s company logo, in any and all media, whether now known or hereafter invented or devised, for the purposes of marketing of Puck and/or our Services, including for referencing existing customers.

6.6 Where you provide to us your input, comments or suggestions regarding our business and technology direction and/or the possible creation, modification, correction, improvement or enhancement of Puck, Services, any software, or products we offer (collectively “Feedback”), you grant to us a non-exclusive, perpetual, worldwide, transferable, royalty-free licence, with the right to sublicence through multiple tiers, to use, publish, disclose, perform, copy, make, have made, use, modify, create derivative works, distribute, sell, offer for sale and otherwise benefit from Feedback in any manner and via any media.

6.7 Your data may be used as an input for certain artificial intelligence (“AI”) based functionality as part of the Services (“Input”) resulting in an output generated by Puck (“Output”). Puck AI retains all rights to any of its property embedded in, or included with any Output, including any derivatives, or modifications thereto. You warrant that you have all rights and permissions needed to make your Inputs available to us and to grant the licence in clause 6.4, and that your Inputs and our use of them under these Terms will not infringe the rights of any third party.

6.8 To the extent permitted by applicable law and to the extent any ownership rights exist in Output, as between you and us, you own the Output generated from your inputs, subject to our third-party licensors’ rights and any rights we have in Puck.

6.9 You acknowledge that you may receive Output that is similar or identical to Output generated by the Services for other users.

7. Data protection

7.1 Definitions. In this clause and Schedule 1:

• "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR;
• "Customer Data" means personal data processed by us on your behalf in providing Puck and the Services, as described in Schedule 1; and
• "controller", "processor", "personal data", "personal data breach" and "processing" have the meanings given in the Data Protection Laws.

7.2 Roles. You are the controller and we are the processor of Customer Data. We are the controller of personal data about your users that we process for our own purposes, such as account management, billing and security, as described in our Privacy Policy.

7.3 Your obligations. You are responsible for complying with the Data Protection Laws as controller of Customer Data, including your obligations in clause 4.4, and for ensuring your instructions to us comply with the Data Protection Laws.

7.4 Our obligations. We shall:

7.4.1 process Customer Data only on your documented instructions. These Terms, your configuration and use of Puck, and your written instructions to us are your instructions. We will tell you if we believe an instruction breaches the Data Protection Laws. We will not follow your instructions only where the law requires us to process Customer Data, in which case we will tell you first unless the law prohibits it;

7.4.2 ensure that anyone we authorise to process Customer Data is bound by a duty of confidentiality;

7.4.3 implement appropriate technical and organisational measures to protect Customer Data, including encryption in transit and at rest, restricted access controls, and the use of hosting providers with recognised security certifications;

7.4.4 notify you without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Customer Data, and give you the information you reasonably need to meet your own obligations;

7.4.5 taking into account the nature of the processing, assist you in:

• responding to requests from individuals exercising their rights;
• meeting your obligations relating to security and personal data breaches; and
• carrying out data protection impact assessments and any related consultation with regulators;

7.4.6 make available to you the information reasonably necessary to demonstrate our compliance with this clause, and allow for and contribute to audits, including inspections. Audits are conducted:

• on at least 30 days' written notice;
• no more than once in any 12-month period, unless required by a regulator or following a personal data breach;
• at your cost; and
• in a way that does not compromise the security or confidentiality of our other customers' data

We may first meet an audit request by providing written responses and security documentation; and

7.4.7 on termination of the Contract, and at your choice, delete or return Customer Data. We will delete it from our live systems within 30 days and from backups within 90 days, unless the law requires us to keep it. You can export your data from Puck before your account closes.

7.5 No training. We will not use Customer Data to train generative AI models or other machine learning models, and we do not allow our sub-processors to do so.

7.6 Sub-processors. You give general authorisation for us to engage the sub-processors listed on our Processors page (www.puckapp.ai/processors).

We will give you at least 14 days' notice of any new or replacement sub-processor, by updating that page and emailing the account owner.

If you object on reasonable data protection grounds, we will discuss your concerns in good faith. If we cannot resolve them, you may terminate the Contract and receive a pro-rated refund of any prepaid Fees for the unused period.

We will impose data protection obligations on each sub-processor that are no less protective than those in this clause, and we remain responsible to you for their performance.

7.7 International transfers. We may transfer Customer Data outside the UK or EEA only where the Data Protection Laws allow it. We will do so on the basis of adequacy regulations (including the UK Extension to the EU-US Data Privacy Framework), or by entering into the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or the EU Standard Contractual Clauses, as applicable.

7.8 Liability. Each party's liability under this clause 7 is subject to the limitations in clause 9.

8. Indemnity

You shall indemnify us, our officers, directors, employees, agents and consultants (the “Indemnified Party”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with your use of Puck AI and/or our Services; and any breach of these Terms by you and/or your users including any claim by a third party, or any fine or penalty imposed by a regulator, arising from your breach of clause 4.4 (save where such claim, action, proceeding, loss, damage, expense or cost arises as a result of our failure to comply with our own obligations in respect of Puck and/or the Services).

9. Limitation of liability

9.1 Except as expressly stated in clause 9.2 and subject to clause 9.5:

9.1.1 Puck AI shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage even if Puck AI was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of sales or business opportunity; loss of agreements or contracts; loss of goodwill; loss or corruption of software, data or information; or wasted expenditure;

9.1.2 the total liability of Puck AI, whether in contract, tort (including negligence) or otherwise and whether in connection with the Contract or any collateral contract, shall in no circumstances exceed a sum equal to the higher of: (i) £10,000; and (ii) the total Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose (or, if the claim is made within the first 12 months, 12 times the average of the monthly charges paid); and

9.1.3 the Customer agrees that, in entering into the Contract, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Puck AI shall have no liability in any circumstances otherwise than in accordance with the express terms of the Contract.

9.2 The exclusions in clause 9.1 shall apply to the fullest extent permissible at law, but Puck AI does not exclude liability for:

9.2.1 death or personal injury caused by the negligence of Puck AI, its officers, employees, contractors or agents;

9.2.2 fraud or fraudulent misrepresentation; or

9.2.3 any other liability which may not be excluded by law.

9.3 Except as expressly set out in these Terms, we have no responsibility or liability for the availability or reliability of Puck or the Services, or for their ability to meet your specific needs. Outputs and Agent Actions are subject to clause 2.8.

9.4 Subject to clause 7, we shall have no responsibility or liability for the accuracy, deletion, failure to store, transmit or receive transmission of any content provided by a Customer to us.

9.5 Nothing in the Contract excludes the liability of the Customer for any breach, infringement or misappropriation of Intellectual Property Rights of Puck AI.

9.6 We are not responsible for any damages resulting from any decisions by you or anyone accessing the Services through you made in reliance on the services, including financial, tax and accounting, legal, compliance, or any other professional advice. You agree that you use Puck and the Services at your own risk in these respects. You are solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Services and for any decisions made or actions taken based on the data contained in or generated by the Services.

9.7 Where we provide (including through Puck or in the provision of the Services) links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

10. Term and termination

10.1 The Contract starts when you accept these Terms. Your paid subscription starts on the Commencement Date and continues for the billing period you selected (one month or one year), or the initial term in your Order Form. It then renews automatically for successive periods of the same length, at our then-current Fees (subject to clause 5.5), unless cancelled in accordance with clause 10.2. For annual subscriptions, we will remind you by email at least 30 days before renewal.

10.2 Cancellation

10.2.1 You can cancel a Self-Serve Subscription at any time in Settings or by emailing help@puckapp.ai. Cancellation takes effect at the end of your current billing period. You will keep access until then, and you will not be charged again.

10.2.2 Except as set out in clauses 2.6, 7.6, 10.2.4, 10.2.5 and 10.5.4, Fees already paid are non-refundable, including for any unused part of a monthly or annual billing period.

10.2.3 Subscriptions under an Order Form may be cancelled by either party giving written notice (including by email) at least 30 days before the end of the current term, in which case the subscription will end at the end of that term.

10.2.4 We may cancel your subscription for convenience by giving you at least 30 days' written notice, in which case we will refund any Fees paid for the period after cancellation takes effect.

10.2.5 If you terminate the Contract under clause 1.5 because of a change to these Terms, termination takes effect at the end of the 30-day notice period, and we will refund any Fees paid for the period after termination takes effect.

10.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

10.3.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

10.3.2 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the other party being notified in writing to do so;

10.3.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.3.4 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

10.3.5 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

10.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.5 On termination:

10.5.1 all rights granted to the Customer under these Terms shall cease;

10.5.2 the Customer shall cease all activities authorised by these Terms;

10.5.3 the Customer shall immediately pay to Puck AI any undisputed sums due to Puck AI under these Terms; and

10.5.4 if you terminate the Contract under clause 10.3, we will, within 30 days of termination, refund the pro-rated Fees you have paid for any period after termination.

10.6 Customer Data will be deleted or returned in accordance with clause 7.4.7.

10.7 Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

11. Confidentiality

11.1 In order to perform its obligations under the Contract, each party may be given access to information of the other party (including that of its authorised users) that is proprietary or confidential or is either clearly labelled or identified as such or that a reasonable person would deem to be confidential (“Confidential Information”). A party's Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party's lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.

11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 The provisions of this clause 11 shall survive termination of this Contract, however arising.

12. General provisions

12.1 Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract. The Customer may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of our rights or obligations under the Contract without the prior written consent of Puck AI.

12.2 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, unless superseded by a provision contained in a new version of these Terms, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 12.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.6 Notices. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s recorded address. Any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting (where “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business); or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.7 Third party rights. The provisions of clauses 8 (Indemnity) and 9 (Limitation of Liability) are for the benefit of us and our officers, directors, employees, agents, contractors and consultants. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf. Otherwise and unless expressly stated otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.8 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12.9 Force majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.

12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

12.11 Jurisdiction. Both parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1: Details of processing

Last updated: 2 October 2026