Otters Master Subscription Agreement

Last updated: 01/05/2025

This Master Subscription Agreement (“Agreement”) governs your access and use of the software-as-a-service platform and services provided by OTTERS.AI LIMITED.

By signing an Order Form that references this Agreement, you agree to be bound by its terms. If you do not agree, do not use the Services.

1. Definitions

  • Affiliate — An entity controlling, controlled by, or under common control with a party.

  • Agreement — This document, any Order Forms, and incorporated documents like our Data Processing Agreement.

  • Customer Data — Data submitted or uploaded to the Services by you or your users.

  • Order Form — An ordering document describing your purchased services, fees, and details.

  • Services — The Otters software-as-a-service platform and related services.

  • User — Anyone authorised by you to use the Services.

2. Use of the Services

2.1 Access Rights. We grant you a non-exclusive, non-transferable right to access and use the Services during the subscription term for your internal business purposes only.

2.2 Changes to Services. We may update or improve the Services from time to time. We will not materially reduce functionality without notifying you.

3. Free Trials

Free trials may be available upon request for up to 14 days. Trials end automatically and do not convert to a paid subscription unless you choose to subscribe.

4. Subscriptions and Renewals

4.1 Subscription terms are annual or multi-year, as stated in your Order Form.

4.2 Subscriptions automatically renew for the same duration unless either party gives at least sixty (60) days’ written notice before the current term ends.

5. Your Responsibilities

5.1 You are responsible for:

  • Keeping user accounts secure.

  • Using the Services legally.

  • Ensuring your Customer Data does not violate laws or third-party rights.

5.2 You agree not to:

  • Reverse engineer or decompile the Services.

  • Copy, modify, or build derivative works from the Services.

  • Use the Services to build competing products.

6. Fees and Payment

6.1 Fees are specified in your Order Form and payable in GBP, USD, or EUR, as agreed with you and stated in the Order Form.

6.2 Payments are due within thirty (30) days of the invoice date.

6.3 Late payments may incur interest at 4% per annum above the Bank of England base rate or the applicable statutory rate.

7. Intellectual Property

7.1 We own all rights in the Services and our intellectual property.

7.2 You own your Customer Data. You grant us a non-exclusive licence to host, process, and use it to provide and improve the Services.

8. Confidentiality

8.1 Each party agrees to keep the other party’s confidential information private and use it only as needed to perform this Agreement.

8.2 Confidentiality does not apply to information that:

  • Is publicly available.

  • Was lawfully known to the receiving party.

  • Is independently developed.

  • Must be disclosed by law.

9. Data Protection

9.1 Where we process personal data for you, we do so under the terms of our Data Processing Agreement.

9.2 Customer Data is hosted in the United Kingdom unless otherwise agreed.

9.3 We retain Customer Data for twelve (12) months after termination unless otherwise required by law or instructed by you.

10. Warranties and Disclaimers

10.1 We warrant the Services will materially function as described in our documentation under normal use.

10.2 Except as stated, the Services are provided “as is.” We disclaim all other warranties, including implied warranties of merchantability or fitness for a particular purpose.

11. Limitation of Liability

11.1 Our total liability under this Agreement is limited to fees paid by you in the six (6) months before the claim arose.

11.2 Neither party is liable for indirect, special, or consequential damages, including loss of profits, revenue, or business.

12. Support

We provide support during UK business hours (Monday to Friday, excluding public holidays). Response times are not guaranteed but we’ll make reasonable efforts to help.

13. Publicity

We may identify you as a customer and use your name and logo in our marketing materials unless you tell us otherwise in writing.

14. Assignment

We may assign this Agreement to an affiliate or acquirer. You may not assign this Agreement without our written consent, which we won’t unreasonably withhold.

15. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction for disputes.

16. Entire Agreement

This Agreement, including any Order Forms and incorporated documents, is the entire agreement between you and us and replaces all prior agreements or understandings.

Contact

For questions about this Agreement, please contact us at:
OTTERS.AI LIMITED
St Georges Works, 51 Colegate, Norwich, England, NR3 1DD
Email: support@otters.ai

How This Applies

By signing an Order Form that references this Agreement, you confirm that you have read, understood, and agree to these terms.