Beta Access Agreement (version 2.5) — archived

sAIlsbot Closed Beta Programme — Standard Terms

Version 2.5

Welcome to the Breezee AI Beta. You are one of a small number of businesses hand-picked for early access to sAIlsbot before it reaches the wider market. This document is the whole arrangement — there is no separate letter — and it is written to be read.

How this document works. These are the standard terms that govern every Breezee AI sAIlsbot Beta arrangement (version 2.5). They are a standalone agreement: they are accepted in the sAIlsbot dashboard by someone authorised to act for your business, and that acceptance binds your business to them in full. There is nothing to sign, nothing to tick, and no second document to return — see Clause 2.6. This document is published and maintained by Breezee AI Limited and applies uniformly to all Beta customers, including those who joined the Beta Programme by signing a Beta Confirmation Letter before these terms took effect (see Clause 2.7). In these terms, “Breezee AI” or the “Provider” means Breezee AI Limited (Company No. SC857320), registered in Scotland. “You” or the “Customer” means the business identified in the Acceptance Record. Together, these terms and the DPA form the “Agreement”. The Data Processing Agreement (“DPA”) available at https://www.breezee.ai/data-processing-agreement is incorporated into this Agreement by reference and governs how Breezee AI processes personal data on your behalf. In the event of any conflict between the DPA and these terms on matters of data protection, the DPA prevails.

Beta at a glance

A plain-English summary of the commercial terms, with a pointer to the clause that governs each one. This summary is for convenience — where it differs from the clauses below, the clauses govern.

Beta fee. Free. No charge at any point during the Beta Period. (Clause 5.1)

Monthly chat limit. Up to 200 AI-driven conversations per calendar month. (Clause 2.2)

Dashboard access. One user login. Multi-seat access arrives at General Availability. (Clauses 2.2 and 2.5)

What you get. The AI sales agent, knowledge base ingestion, the Playground, the prospect dashboard, analytics, and a direct line to the team who built it — not a support queue. (Clauses 2.2, 3 and 7)

Beta duration. Rolling, with no fixed end date. (Clause 4.2)

Notice before General Availability. At least 14 days, including pricing and terms, with an invitation to decide whether to continue. (Clause 4.3)

No automatic rollover. If you say nothing, the Agreement simply ends at General Availability at no charge. (Clause 6.1)

Founder Price Guarantee. If you do continue, you get the Growth Package — normally £200 per month — at £100 per month, for as long as your subscription continues. Not a trial rate and not a six-month offer. If the standard price ever drops below £100, you pay the lower price. (Clause 5.4)

Your data. Yours. If you leave, it is exported on request and securely deleted within 30 days. If you continue, everything carries over to your live account. (Clauses 10.4 and 11.2)

Getting out. Either party can end the arrangement on 30 days’ notice, and you can leave immediately if the Platform suffers a serious extended outage. (Clauses 14.3 and 14.4)

How you accept. By creating an account or signing in. Nothing to sign and nothing to tick. (Clause 2.6)

A question before you start? Email tom@breezee.ai or greg@breezee.ai. We are a small team and we answer quickly.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

“Acceptance” means the act by which an Authorised Person accepts these Standard Terms and the DPA on your behalf through the Platform, as described in Clause 2.6. “Accept” and “Accepted” are construed accordingly.

“Acceptance Date” means the date on which Acceptance occurs, as evidenced by the Acceptance Record.

“Acceptance Record” means the record Breezee AI creates and retains on Acceptance, comprising the business accepting, the Authorised Person who accepted, the date and time of Acceptance, and the versions of these Standard Terms and the DPA in force on that date.

“Agent” means an sAIlsbot AI sales agent instance configured by you within the Platform, capable of engaging in autonomous sales conversations with prospects across one or more digital channels.

“Anonymised Platform Data” means conversation data, interaction patterns, and aggregated usage statistics derived from use of the Platform that have been irreversibly anonymised such that they cannot reasonably be used to identify you or any individual.

“Authorised Person” means an individual who has authority to enter into contracts on behalf of the Customer, and who confirms that authority at the point of Acceptance.

“Beta Period” means the period commencing on the Acceptance Date and continuing until this Agreement is terminated in accordance with Clause 14, or until Breezee AI concludes the Beta Programme.

“Beta Programme” means Breezee AI’s closed, invitation-only programme through which a small number of selected businesses receive free early access to the Platform before it reaches General Availability.

“Breezee Credits” means pre-purchased usage credits that may be acquired to extend usage beyond the Chat Allowance included in the Customer’s subscription package at General Availability.

“Chat Allowance” means the maximum number of chat interactions included within the Customer’s then-current subscription package (whether the Standard Package, the Growth Package, or otherwise) per calendar month, as communicated by Breezee AI prior to General Availability.

“Confirmation Letter” means the Beta Confirmation Letter, a signed summary document used to enrol Beta customers before these Standard Terms took effect. It has been discontinued and is no longer issued. The term is retained solely for Clause 2.7, which preserves the position of customers who joined by signing one.

“Customer Content” means all data, text, documents, website content, product information, and other materials you upload or provide for ingestion into the Platform’s knowledge base.

“Customer Data” means all data generated by or attributable to your use of the Platform, including prospect data, conversation transcripts, lead records, and analytics data, but excluding Anonymised Platform Data.

“Documentation” means user guides, onboarding materials, configuration guides, and instructions made available by Breezee AI from time to time in connection with the Platform.

“Founder Price Guarantee” means the pricing protection described in Clause 5.4, guaranteeing that Beta customers who continue to a paid GA subscription will receive the Growth Package at £100 per calendar month exclusive of VAT, in place of its standard price, for as long as that subscription continues.

“General Availability” means (or “GA”) the date on which Breezee AI makes the Platform commercially available to the general public.

“Growth Package” means Breezee AI’s commercial subscription tier positioned above the Standard Package, which at the date of these terms is priced at £200 per calendar month exclusive of VAT.

“Platform” means Breezee AI’s sAIlsbot software-as-a-service platform, comprising the management dashboard, AI sales agent engine, knowledge base ingestion tools, analytics, prospect management, and all associated features and functionality made available during the Beta Period.

“Playground” means the interactive testing environment within the Platform dashboard that allows you to simulate and review AI agent responses before deploying an Agent live.

“Seat” means a single named user login credential granting one individual access to the Platform dashboard for configuration and management purposes.

“Standard Package” means Breezee AI’s standard commercial subscription tier at General Availability, which at the date of these terms is priced at £100 per calendar month exclusive of VAT, inclusive of the Chat Allowance.

2. The Beta Programme

2.1 Licence

Subject to these terms, Breezee AI grants you a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Beta Period solely for your own internal business purposes, free of charge.

2.2 What’s included

Your free access during the Beta Period includes:

one (1) Seat for configuring and managing the Platform dashboard;

up to 200 chat interactions per calendar month across your deployed Agent(s);

access to all Platform features available during the Beta Period, including agent configuration, knowledge base ingestion, Playground, prospect management, and analytics;

direct access to Breezee AI’s management and development team for support, guidance, and feedback as described in Clause 7; and

all Beta participation benefits described in Clause 3.

2.3 sAIlsbot is an AI agent, not just a chat widget

The Platform is designed to deploy AI sales agents across multiple digital channels. During the Beta Period, deployment is available via website integration. As the Platform develops, agents will be deployable across additional channels including WhatsApp and other messaging platforms. Breezee AI will notify you as new channel deployments become available.

2.4 Beta nature of the Platform

You acknowledge that the Platform is at a pre-release stage. Accordingly:

the Platform may contain bugs, errors, or incomplete features;

features may be added, amended, or removed without prior notice during the Beta Period;

data structures, configurations, or workflows may change; and

periods of unplanned downtime or reduced performance may occur, notwithstanding Breezee AI’s best efforts.

2.5 No additional Seats during Beta

Beta access includes one Seat. Multi-seat access will be available from General Availability.

2.6 Acceptance and commencement

2.6.1 How you accept. These Standard Terms and the DPA are incorporated into and accepted with Breezee AI’s Terms and Conditions at https://www.breezee.ai/terms-and-conditions, which provide that where you take part in a programme governed by additional terms, those additional terms form part of your agreement with Breezee AI. The sign-up and sign-in screens name the Terms and Conditions and the DPA, link to them, and state that continuing constitutes acceptance. By creating an account or signing in, an Authorised Person accepts these Standard Terms on your behalf where your organisation is in the Beta Programme. Nothing needs to be signed, ticked, countersigned, or returned.

2.6.2 What Acceptance means. By accepting, you:

(a) confirm that the individual accepting is authorised to enter into this Agreement on behalf of the Customer;

(b) confirm that you have had the opportunity to read these Standard Terms and the DPA and agree to be bound by them in full;

(c) consent to Breezee AI using Anonymised Platform Data to train and improve its AI models, as described in Clause 10.3 of these terms and Clause 8 of the DPA; and

(d) acknowledge that the Platform is provided free of charge during the Beta Period, and that the Founder Price Guarantee at Clause 5.4 applies only if you elect to continue on a paid subscription at General Availability.

2.6.3 Record of Acceptance. Breezee AI records your Acceptance and will provide you with a copy of the Acceptance Record on request. The Acceptance Record is evidence of the date this Agreement began and of the versions of these Standard Terms and the DPA you accepted.

2.6.4 Commencement of access. Access to the Platform is granted on Acceptance. Breezee AI may withhold or suspend access to the Platform until Acceptance has taken place.

2.7 Customers who joined by signed Confirmation Letter

The Beta Confirmation Letter has been discontinued: this Agreement now stands alone, and no separate letter is issued or required. Some Beta customers joined the Beta Programme by signing a Confirmation Letter before these Standard Terms took effect. Those customers are bound by these Standard Terms in full, in place of the version of the Standard Terms in force when they signed. For those customers:

(a) the Acceptance Date is the date they signed their Confirmation Letter;

(b) the signed Confirmation Letter, together with the record of it retained by Breezee AI, serves as the Acceptance Record; and

No further action is required of those customers, and nothing in these Standard Terms reduces any right or benefit they acquired on signing, including the Founder Price Guarantee at Clause 5.4.

3. Benefits of Beta Participation

You’re not just an early user — you’re a co-builder. Breezee AI is building sAIlsbot with its Beta customers, not just for them. Your feedback, your use cases, and your real-world experience directly shape what the product becomes.

3.1 Free Beta access

The Beta Period is entirely free of charge. This is Breezee AI’s commitment to the businesses that back it earliest.

3.2 Shape the product

Your feedback will directly influence what the Platform prioritises and how it develops. Breezee AI will hold regular structured feedback sessions and will actively review and respond to all feedback provided.

3.3 Direct team access

You have direct, open-line access to Breezee AI’s founders and development team — not a support queue. Feature requests and concerns are discussed openly and, where appropriate, incorporated into the product roadmap.

3.4 Founder Price Guarantee

When the Platform reaches GA, Beta customers who choose to continue receive the Growth Package, normally priced at £200 per calendar month, for £100 per calendar month, for as long as they remain subscribed. This is a permanent benefit of Beta participation under Clause 5.4, not a time-limited introductory rate.

3.5 Early adopter advantage

You gain deep familiarity with the Platform well ahead of general release — enabling you to deploy AI-powered sales capability significantly ahead of competitors.

3.6 Acknowledged contribution

Where your feedback leads to a meaningful new feature or improvement, Breezee AI will acknowledge that contribution.

4. Beta Period and Term

4.1 Start

This Agreement begins on the Acceptance Date.

4.2 Expected duration

The Beta Period runs on a rolling basis and has no fixed end date. Breezee AI will conclude the Beta Programme when the Platform is ready for General Availability. That timing is not fixed and is not a contractual commitment. Whenever it happens, you will receive the notice required by Clause 4.3 before your Beta Period ends, and you will never be charged without first electing to continue under Clause 6.1.

4.3 GA notice

Breezee AI will give you no less than fourteen (14) days’ written notice of the anticipated GA date. That notice will include Standard Package pricing and terms, and will invite you to elect whether to continue on a paid GA subscription. This Agreement terminates automatically on the GA date unless you have confirmed in writing that you wish to continue.

4.4 No obligation to continue

There is no obligation on you to continue beyond the Beta Period. You may let this Agreement expire at GA without any further liability.

5. Fees, Pricing and GA Transition

5.1 Free during Beta

There are no fees during the Beta Period. The Platform is provided free of charge from the Acceptance Date until General Availability.

5.2 Standard Package at GA

From General Availability, the Platform will be available on a paid subscription basis. The Standard Package is currently priced at £100 per calendar month, exclusive of VAT, inclusive of the Chat Allowance. Breezee AI will communicate any changes to this pricing in the GA notice required under Clause 4.3.

5.3 Invoicing at GA

From GA, if you continue on a paid subscription, invoices will be issued monthly in advance. Payment is due within fourteen (14) days of the invoice date. Late payments may attract interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

5.4 Founder Price Guarantee

In recognition of your contribution as a founding Beta participant, Breezee AI guarantees the following, provided you elect to continue on a paid GA subscription and maintain that subscription continuously thereafter:

Growth Package at Founder Price: you will be granted the Growth Package at a fixed price of £100 per calendar month (exclusive of VAT) — the “Founder Price” — for as long as your subscription continues, regardless of the Growth Package’s prevailing standard price;

Lower price applies: if the Growth Package’s standard price at any point falls below £100, you will be charged the lower price; and

Breezee Credits not covered: the Founder Price applies to the Growth Package subscription only. Breezee Credits for usage beyond the Chat Allowance are charged at prevailing rates and are not subject to the Founder Price; and

Continuity condition: the Founder Price applies for as long as your GA subscription continues without a break. If you cancel your subscription and later resubscribe, the Founder Price Guarantee no longer applies, and standard commercial pricing (at the then-prevailing rate) applies to any new subscription.

Your price guarantee in plain English: £100/month for the Growth Package, which normally costs £200/month. That’s half price, for as long as you stay with us. Not a trial rate, not a six-month offer. Simple.

5.5 Breezee Credits

Where your usage in any calendar month exceeds the Chat Allowance in your subscription package, the excess is charged via Breezee Credits at the prevailing rate. Breezee Credits pricing will be communicated prior to General Availability.

5.6 Standard pricing changes

Breezee AI may adjust the Growth Package’s standard (non-Founder) price from time to time, and will give you no less than thirty (30) days’ written notice of any such change. No change to the Growth Package’s standard price affects your Founder Price under Clause 5.4, which remains fixed at £100 per calendar month for as long as your subscription continues.

5.7 VAT

All fees are stated exclusive of VAT, which will be applied at the prevailing rate where chargeable.

6. Transition to General Availability

6.1 Your election

On receipt of the GA notice under Clause 4.3, you have fourteen (14) days to confirm in writing whether you wish to continue on a paid GA subscription. If you do not respond within that period, Breezee AI will treat that as an election not to continue, and this Agreement terminates on the GA date at no charge to you.

6.2 Data continuity

If you elect to continue, all your Customer Data — agent configurations, knowledge base, prospect records, and analytics history — will be seamlessly migrated to your GA account. Nothing is lost.

6.3 New terms

Continued use of the Platform at and following GA will be governed by Breezee AI’s Terms and Conditions at https://www.breezee.ai/terms-and-conditions, together with the pricing published at https://www.breezee.ai/pricing. Those terms will be provided with the GA notice. This Agreement ceases to apply on the effective date of your paid subscription.

7. Service Levels and Support

7.1 Beta service levels

The service levels in this Clause apply during the Beta Period. As the Platform is pre-release, these targets are not contractual guarantees, and Breezee AI’s primary commitment is to apply best efforts to maintain a reliable and improving service.

7.2 Target availability

Breezee AI will use reasonable endeavours to maintain Platform availability of at least 95% in any calendar month, excluding planned maintenance and events outside Breezee AI’s reasonable control.

7.3 Planned maintenance

Breezee AI will aim to carry out planned maintenance outside standard UK business hours (Monday to Friday, 09:00–17:30, excluding Scottish public holidays), with at least 24 hours’ advance notice where practicable.

7.4 Direct team access

A defining feature of the Beta Programme is personal access to Breezee AI’s management and development team. Each Beta customer receives:

a dedicated email contact for the Breezee AI team;

access to a shared real-time communication channel (such as a dedicated Slack channel or equivalent); and

regular scheduled check-in calls with a member of the Breezee AI team, at a cadence agreed between the parties.

7.5 Target response times

Critical (Platform wholly unavailable): within 2 business hours of notification;

High priority (significant feature or data access failure): within 4 business hours; and

General queries, feedback, and feature discussion: within 1 business day.

8. Your Responsibilities

8.1 Content selection

You are solely responsible for selecting, preparing, and providing Customer Content for ingestion into the Platform’s knowledge base. While Breezee AI provides guidance and onboarding support, the decision as to what content is loaded — and how it represents your products, services, or business — rests with you.

8.2 Content quality

You are responsible for ensuring that all Customer Content:

is accurate, current, and appropriate for use in autonomous AI-driven sales conversations with your prospects;

does not infringe any third-party intellectual property rights;

does not contain unlawful, defamatory, misleading, or inappropriate material; and

complies with all applicable laws and regulations.

8.3 Use the Playground

You are strongly encouraged — and it is your responsibility — to use the Playground to satisfy yourself as to the quality, accuracy, tone, and appropriateness of AI-generated responses before deploying any Agent live. Breezee AI will not be liable for inaccurate, incomplete, misleading, or inappropriate AI responses arising from your content choices, configuration decisions, or a failure to test adequately via the Playground.

8.4 Live deployment

You are responsible for deploying the Agent on your website and other channels and for ensuring that such deployment complies with all applicable laws.

Automated interaction disclosure. The Platform displays a notice in the Agent’s header, at the point of interaction, telling visitors they are interacting with an AI assistant. That notice is shown persistently for the whole conversation, survives session resume, and cannot be disabled. Breezee AI provides it so that the disclosure obligation under Article 50 of the EU AI Act, and equivalent requirements, is met by default.

You may replace the wording of that notice with your own. If you do, you are responsible for ensuring your wording remains accurate and sufficient for your circumstances. You also remain responsible for any further disclosure or transparency obligations that apply to you, to your sector, or to channels on which the Platform does not supply its own chrome.

8.5 Account security

You are responsible for keeping your Seat credentials secure and for all activity conducted through your account. Notify Breezee AI immediately if you suspect unauthorised access.

8.6 Feedback and cooperation

You agree to cooperate in good faith during the Beta Period, including by providing timely and candid feedback, participating in check-in calls, and promptly reporting bugs or issues.

9. Acceptable Use

9.1 Permitted use

You may use the Platform only for your own legitimate business purposes and in accordance with this Agreement, the Documentation, and all applicable laws.

9.2 Prohibited use

You must not use the Platform:

to transmit content that is unlawful, defamatory, fraudulent, misleading, or that infringes third-party rights;

to send unsolicited communications in breach of applicable law;

in a way that creates a false impression that a live human is engaging with visitors where no such disclosure is made;

to probe, attack, or circumvent the security or integrity of the Platform or its infrastructure;

to introduce malware, viruses, or other malicious code;

to scrape or extract data from the Platform by automated means other than via authorised APIs or export functions;

to circumvent the monthly chat limit through scripted or artificial means; or

in any manner that would bring Breezee AI into disrepute or violate any applicable law.

9.3 Suspension

Without prejudice to its right to terminate, Breezee AI may suspend your access immediately if it reasonably believes you are in material breach of this Clause 9, and will reinstate access once the breach is resolved to Breezee AI’s reasonable satisfaction.

10. Data Protection

10.1 Roles

You act as data controller in respect of personal data you provide to the Platform, including Customer Content and prospect data captured via your Agent. Breezee AI acts as data processor, processing such data only on your instructions and for the purposes of this Agreement.

10.2 DPA

The terms on which Breezee AI processes personal data on your behalf are set out in the Data Processing Agreement available at https://www.breezee.ai/data-processing-agreement, which is incorporated into this Agreement. In the event of any conflict between this Agreement and the DPA on matters of data protection, the DPA prevails.

10.3 Anonymised Platform Data

By accepting this Agreement, you consent to Breezee AI using Anonymised Platform Data — conversation data and usage statistics that have been irreversibly anonymised and stripped of all personal identifiers — to train and improve its AI models, develop new features, and generate aggregated benchmarks. No personal data, Customer Data, or information capable of identifying you or your prospects is used for AI training purposes. Full details are in Clause 8 of the DPA.

10.4 Data at end of Beta

On termination, your Customer Data will be handled at your election: exported on request, securely deleted within 30 days, or migrated to your GA account if you continue. See Clause 3.5 of the DPA for full details.

10.5 What the DPA commits Breezee AI to

The DPA is the governing document on data protection and should be read in full. In summary, and for convenience only:

(a) Breach notification within 72 hours. If a Personal Data Breach affects your data, Breezee AI will notify you without undue delay and in any event within seventy-two (72) hours of becoming aware of it, so that you can meet your own obligations to the ICO and to affected individuals. (DPA Clause 5)

(b) Data subject requests answered within 5 business days. Where you receive a data subject request relating to data Breezee AI processes for you, Breezee AI will respond with the relevant information within five (5) business days. (DPA Clause 3.3)

(c) A published sub-processor list. Every sub-processor Breezee AI uses is listed, with its role and location, in the Annex to the DPA and at https://www.breezee.ai/sub-processors. All are subject to data processing agreements with Breezee AI.

Where this summary differs from the DPA, the DPA governs.

11. Intellectual Property

11.1 Platform IP

All intellectual property in the Platform — including its software, AI models, algorithms, architecture, and branding — belongs to Breezee AI. Nothing in this Agreement grants you any rights in the Platform beyond the limited licence in Clause 2.1.

11.2 Your content

All intellectual property in your Customer Content remains yours. You grant Breezee AI a non-exclusive licence to process your Customer Content solely to provide the Platform services during the Beta Period.

11.3 Feedback

You may provide Breezee AI with feedback, suggestions, and feature requests. You agree that Breezee AI may use any such feedback freely, without restriction or compensation, to develop and improve the Platform. You assign all intellectual property in such feedback to Breezee AI to the extent any such rights arise.

11.4 Anonymised Platform Data

Breezee AI owns all rights in Anonymised Platform Data generated pursuant to Clause 10.3.

12. Warranties, Disclaimer and Indemnity

12.1 Breezee AI warranties

Breezee AI warrants that: (a) it has authority to enter into this Agreement; and (b) it will apply reasonable skill and care in providing the Platform.

12.2 Your warranties

You warrant that: (a) the Authorised Person who accepted this Agreement on your behalf had authority to do so and to grant the rights herein; (b) you hold all rights in Customer Content necessary to grant the licence in Clause 11.2; (c) Customer Content does not infringe third-party rights; (d) your use of the Platform complies with applicable law; and (e) you have authority to consent to the processing of Anonymised Platform Data under Clause 10.3.

12.3 Beta disclaimer

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” DURING THE BETA PERIOD. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BREEZEE AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BREEZEE AI DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM ERRORS OR INTERRUPTION.

12.4 AI output disclaimer

The sAIlsbot agent generates responses using artificial intelligence. AI-generated outputs may in certain circumstances be inaccurate, incomplete, or contextually inappropriate. It is your responsibility to review and test AI responses via the Playground before any live deployment.

12.5 Your indemnity

You shall indemnify, defend, and hold harmless Breezee AI and its directors, employees, and agents from and against any claims, losses, and costs arising from: (a) your breach of this Agreement, including the Acceptable Use Policy; (b) any claim that Customer Content infringes third-party rights; (c) any claim by a prospect or third party arising from your deployment or operation of an Agent; or (d) your failure to comply with applicable data protection legislation.

13. Limitation of Liability

13.1 Liability cap

As the Platform is provided free of charge during the Beta Period, Breezee AI’s total aggregate liability under or in connection with this Agreement — whether in contract, delict (including negligence), breach of statutory duty, or otherwise — shall not exceed £500 (five hundred pounds sterling) in total.

13.2 Excluded losses

To the fullest extent permitted by applicable law, Breezee AI shall not be liable for: (a) loss of profits, revenue, or business; (b) loss of anticipated savings; (c) loss of or damage to goodwill or reputation; (d) loss, corruption, or destruction of data; (e) any indirect, special, or consequential loss; or (f) any loss arising from reliance on AI-generated outputs not adequately tested via the Playground before live deployment.

13.3 Exceptions

Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be excluded under Scots law.

14. Term and Termination

14.1 Duration

This Agreement continues from the Acceptance Date until terminated in accordance with this Clause 14, or until automatic termination on the GA date under Clause 4.3.

14.2 Termination by Breezee AI (Beta end)

Breezee AI may end the Beta Programme and terminate this Agreement on no less than fourteen (14) days’ written notice.

14.3 Termination for convenience

Either party may terminate this Agreement for any reason on thirty (30) days’ written notice to the other.

14.4 Termination by you (material failure)

You may terminate this Agreement immediately on written notice if the Platform is wholly unavailable or materially fails to function for a continuous period exceeding five (5) business days, and Breezee AI has not resolved the failure within that period.

14.5 Termination for cause

Either party may terminate immediately on written notice if the other: (a) commits a material breach that cannot be remedied; or (b) commits a material breach that can be remedied and fails to do so within fourteen (14) days of a written notice requiring remedy.

14.6 Termination for insolvency

Either party may terminate immediately on written notice if the other becomes insolvent, makes a voluntary arrangement with creditors, or has an administrator, liquidator, or receiver appointed.

14.7 Effect of termination

On termination or expiry: (a) your licence to access the Platform ceases immediately; (b) you must stop using the Platform and any deployed Agent(s); (c) your Customer Data will be handled under Clause 10.4; and (d) all accrued rights and liabilities remain unaffected.

14.8 Survival

Clauses 1, 10.3, 10.4, 11, 12, 13, 15, 14.7, 14.8, and 16 survive termination or expiry of this Agreement.

15. Confidentiality

15.1 Your obligations

You will keep confidential all non-public information relating to the Platform, its features, pricing, roadmap, and performance (“Confidential Information”) during the Beta Period and for two (2) years following termination. In particular, you will not:

publish benchmarking results, performance comparisons, or technical assessments of the Platform without Breezee AI’s prior written consent;

issue any press release, case study, blog post, or public communication referencing the Platform or Breezee AI without Breezee AI’s prior written consent; or

disclose Confidential Information to any third party except to your own employees or advisers on a strict need-to-know basis.

15.2 Breezee AI obligations

Breezee AI will keep your Customer Data and business information confidential and will not disclose it to third parties except as necessary to deliver the Platform services, to its sub-processors under appropriate confidentiality terms, or as required by law.

15.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was already known to the receiving party free of restriction; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

15.4 References

You agree to consider in good faith any request from Breezee AI to participate in a case study, testimonial, or reference programme. Any such participation is entirely voluntary.

16. General

16.1 Governing law

This Agreement is governed by and construed in accordance with the law of Scotland. The parties irrevocably submit to the exclusive jurisdiction of the Scottish courts.

16.2 Entire agreement

This Agreement (comprising these Standard Terms, the DPA, the Acceptance Record, and Breezee AI’s Terms and Conditions at https://www.breezee.ai/terms-and-conditions) constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, representations, and understandings. These Standard Terms are additional programme terms for the purposes of the Terms and Conditions, and prevail over them to the extent of any conflict. The Confirmation Letter is a summary provided for information only; it forms no part of this Agreement, and in the event of any inconsistency between it and this Agreement, this Agreement prevails.

16.3 Updates to these terms

Breezee AI may update these Standard Terms from time to time. Where an update materially affects your rights or obligations, Breezee AI will give no less than thirty (30) days’ written notice before the update takes effect. The current version of these terms is always available at https://www.breezee.ai/beta-access-agreement. Continued use of the Platform after the effective date of an update constitutes acceptance of the updated terms.

16.4 Version control

These are version 2.5 of the Beta Access Agreement Standard Terms. The date on which they were last modified is shown at the head of this page, and every previous version is published and linked at its foot. Breezee AI maintains that version history at https://www.breezee.ai/beta-access-agreement.

16.5 Variation

Subject to Clause 16.3, no variation to this Agreement is effective unless in writing and signed by authorised representatives of both parties.

16.6 Assignment

You may not assign or transfer any rights or obligations under this Agreement without Breezee AI’s prior written consent. Breezee AI may assign this Agreement to a successor entity in the context of a merger, acquisition, or sale of its business, provided that successor is bound by these terms.

16.7 Waiver

A failure or delay by either party to exercise any right or remedy is not a waiver of that right. Any waiver must be in writing.

16.8 Severability

If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, or severed if modification is not possible. The remaining provisions continue in full force.

16.9 No partnership or agency

Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither party may act for or bind the other.

16.10 Third party rights

This Agreement does not confer rights on any third party. Rights under the Contracts (Third Party Rights) (Scotland) Act 2017 are expressly excluded.

16.11 Notices

Notices under this Agreement must be in writing. Notices to you may be delivered by email to the email address associated with your Platform account, or by first-class post to your registered office. Notices to Breezee AI may be delivered by email to legal@breezee.ai, or by first-class post to its registered office set out at the end of these terms. Email notices are deemed received on the next business day; postal notices within two (2) business days.

16.12 Force majeure

Neither party is liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, pandemic, government action, cyberattack, or third-party infrastructure failure. If such circumstances persist for more than thirty (30) days, either party may terminate on written notice.

16.13 Anti-bribery

Both parties shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.

16.14 Electronic acceptance

These terms are accepted electronically through the Platform in accordance with Clause 2.6. The parties agree that Acceptance in that manner has the same legal effect as a handwritten signature, and neither party will dispute the validity, formation, or enforceability of this Agreement on the grounds that it was accepted electronically. These terms may also be accepted by e-signature platform, PDF, or scanned copy where Breezee AI agrees in writing.

Questions about these terms? Email tom@breezee.ai or greg@breezee.ai.

Breezee AI Limited — Company No. SC857320 — Registered office: 10/1 Woodcroft Road, Edinburgh EH10 4FD

Beta Access Agreement