Terms & Conditions

AIRSHIP SERVICES LIMITED STANDARD TERMS, (“Toggle Standard Terms”) On behalf of Toggle

1. TOGGLE SERVICES

1.1 Descriptions and illustrations. Any descriptions or illustrations on our websites are published to provide a useful guide and general description of the Service.

1.2 Compliance with specification. Subject to our right to amend the specification (see clause 1.3) we will supply the Services to you in accordance with the specification for the Services as set out in the Order Form in all material respects.

1.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if we consider the amendment is required as part of our Toggle Service, and we will notify you in advance of any such event.

1.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

1.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates are estimates only and time is not of the essence for failure to perform the Services by such dates.

1.6 Service Level. Toggle will make all reasonable effort to ensure our service and platform is error free, fit for purpose, and available to the Client at all times but this cannot be guaranteed and in accordance with clause 8.0 on your Toggle order form ‘Limitation of liability”, our liability is limited.

1.7 Airship Services Limited may update, enhance or modify the functionality of the Services from time to time in order to improve performance, security, integrations or usability. Such updates may include the addition, modification or removal of features where reasonably necessary to support the ongoing development of the platform.

1.8 Airship Services Limited will not be liable for any consequential losses of redemption or sale revenue as a result of a lawfully-triggered suspension of your Toggle or Airship account (e.g. non-payment of invoices)

1.9 Where the Client requests work that falls outside the scope of Services set out in this Agreement or Order Form, Airship Services Limited reserves the right to assess such work and charge for it accordingly. Any out-of-scope work will be scoped and costed by a member of the Airship team prior to commencement, and the Client will be notified of the estimated cost in writing. Such work will be invoiced separately from the standard licence fees and is payable in accordance with the payment terms set out in this Agreement. Airship is under no obligation to carry out any out-of-scope work and commencement of such work is subject to written agreement between both parties.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) will be owned by us.

2.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Toggle Software to enable your order to be fulfilled (excluding materials provided by you) for the purpose of receiving and using the Services. You may not sub-licence, assign or otherwise transfer the rights granted in this clause.

2.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

2.4 You agree to indemnify us against all costs, expenses, loss, damages for any use by us in accordance with the terms of this Contract and your reasonable instructions of any materials you provide to us under clause 2.3. Without liability to you we may refuse at any time to use any materials we consider acting reasonably would infringe the rights of any third parties or are otherwise unlawful.

3. ARTIFICIAL INTELLIGENCE FEATURES AND TOOLS

3.1 AI-Powered Features. Where Airship Services Limited provides features or tools that utilise artificial intelligence or machine learning technologies (including but not limited to Ask Airship, Ask Toggle, AI Performance Dashboard, AI Segments and any other AI-powered functionality made available through the platform from time to time) (collectively "AI Features"), the following terms shall apply.

3.2 Nature of AI Outputs. you acknowledges that AI Features generate outputs, recommendations, insights and content based on probabilistic models and that such outputs may not always be accurate, complete or suitable for the Client's specific purposes. You are solely responsible for reviewing, validating and determining the appropriateness of any AI-generated output before acting upon it. Airship Services Limited accepts no liability for any decisions made by the Client in reliance on AI-generated outputs.

3.3 Data Use and AI Training. Airship Services Limited will not use the Client's data or Customer Data to train, develop or improve any AI models without the prior written consent of the Client. Any use of anonymised, aggregated platform data for the purposes of improving AI Features shall not constitute a breach of this clause provided such data cannot be used to identify the Client or any of its Customers.

3.4 Third-Party AI Dependencies. The Client acknowledges that certain AI Features may be powered by or dependent upon third-party artificial intelligence providers. Airship Services Limited shall use reasonable endeavours to maintain the availability and performance of AI Features but accepts no liability for any degradation, withdrawal or change in AI Features resulting from changes made by third-party AI providers outside of Airship's reasonable control. The provisions of the Third Party Terms and clause 5 of this Agreement shall apply accordingly.

3.5 All AI-generated outputs produced through the Client's use of the platform shall belong to the Client, subject to Airship Services Limited retaining all Intellectual Property Rights in the underlying AI models, algorithms, software and tools used to generate such outputs.

3.6 The Client shall not use AI Features to generate content that is unlawful, harmful, defamatory, discriminatory or otherwise in breach of the acceptable use provisions of these Terms. Airship Services Limited reserves the right to suspend access to AI Features where it reasonably believes the Client is using them in breach of this clause or in a manner that could bring Airship Services Limited into disrepute.

3.7 The Client acknowledges that AI Features are subject to ongoing development and improvement. Airship Services Limited reserves the right to modify, enhance, limit or withdraw specific AI Features from time to time in accordance with the platform update provisions of this Agreement, with reasonable notice provided where any such change materially affects the Client's use of the Services.

4. HOW WE MAY USE YOUR PERSONAL INFORMATION

4.1 Details of how we will process personal information are set out in https://usetoggle.com/privacy-policy.

5. EVENTS OUTSIDE OUR CONTROL

5.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

5.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

5.3 Once notified you may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 consecutive days. To cancel please contact us. If you opt to cancel we will refund any pre-paid amounts you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

6. COMMUNICATIONS BETWEEN US

6.1 When we refer to "in writing" in these Terms, this includes email.

6.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

6.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c) if sent by email, at 9.00 am the next working day after transmission.

6.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

6.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

7. GENERAL

7.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

7.2 Variation. Toggle will notify you via the Client’s nominated email address when we are updating these terms. Any email sent to the Client’s nominated email address will be deemed considered to be delivered if sent to the nominated individual’s address in accordance with these terms and any changes to terms will come into force at midnight 30 days after such date of receipt (the “variation date”). If the change does not affect the price or performance of the Service (Material Change) then we shall treat such changes as being deemed accepted by you. However, if the change is a Material Change and you are happy to accept the change and wish to continue using Toggle you do not need to respond and your agreement will be governed by the updated terms from the applicable variation date. If you do not accept a Material Change please notify Toggle at our nominated email address and your agreement will terminate from the variation date. If you fail to respond prior to the variation date and continue to use the Toggle service you will be deemed to have accepted the revised terms and conditions from that date forward and you shall continue to be liable to all charges.

7.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

7.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

7.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

7.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

8. DEFINITIONS

8.1 Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, 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.

8.2 Toggle Software: includes all software (including any Add Ons) owned by or licensed to Toggle used in the delivery of the Services and shall be updated from time to time with the inclusion of any Add Ons developed prior to commencement of the delivery of any Services or during this Contract.

SCHEDULE 2

Airship & Toggle Data Processing Policy

Where Airship Services Limited on behalf of Airship and Toggle products processes personal data on behalf of the Customer in connection with the Services, such processing shall be governed by Airship Services Limited’s Data Processing Agreement (“DPA”), available at:

www.usetoggle.com/data-processing-agreement