These Terms of Service (“Terms”) are a legal agreement between you (“Customer,” “you” or “your”) and Thrive (“we,” “us” or “our”).By accessing or using our websites, consulting services or AI/ML‑enabled products (collectively, the “Services”), you accept these Terms.If you do not agree to these Terms, please do not use our Services.
1. Services
Thrive provides consultancy and related services in the field of machine learning and artificial intelligence.Our Services may include research, model development, data analysis, deployment support, training, workshops and related deliverables.We may also provide access to AI‑powered tools that generate, summarise or analyse content using machine‑learning models (“AI Features”).
Our Services are intended for professional and business use.You remain responsible for how you use the outputs of any AI Features.AI is a rapidly evolving field and outputs may be incomplete, inaccurate or otherwise unsuitable for your specific use case.As other AI providers note, you accept that AI systems may produce incorrect or inappropriate results and assume responsibility for any risks arising from their use .
2. Acceptance of Terms
By using our Services or clicking “I agree,” you acknowledge that you have read these Terms and agree to be bound by them .If you use the Services on behalf of a company or other entity, you represent that you have the authority to bind that entity and that entity accepts these Terms.We may update these Terms periodically.When we update the Terms we will indicate the effective date above and may notify you through our Services or by email.Your continued use after any updates constitutes acceptance of the revised Terms .
3. Customer Obligations
3.1 Lawful Use
You agree to use the Services only for lawful purposes and in accordance with these Terms.You must not:
- Use the Services to violate any law or regulation, including privacy, intellectual‑property or export‑control laws;
- Upload or transmit content that is illegal, harmful, discriminatory, obscene or infringing;
- Reverse engineer, decompile or attempt to access the underlying source code or models of our AI systems;
- Attempt to gain unauthorised access to our systems or interfere with their operation; or
- Use the Services to develop competing products or to benchmark or test our models for the purpose of replication.
3.2 Customer Data
You retain ownership of all data, text, images, models and other materials you provide (“Customer Data”).You grant us a non‑exclusive licence to use Customer Data solely as necessary to provide the Services.You represent that you have all rights and consents necessary to provide the Customer Data and that our processing of such data in accordance with these Terms and our Data Processing Agreement will not infringe any rights or laws.You must not provide us with any “special category” data (e.g., health, biometric or sensitive personal information) unless we have agreed in writing to handle such data.In particular, you must not provide protected health information under HIPAA, as some AI providers expressly refuse to accept it .
3.3 Accuracy and Responsibility for Outputs
When you use AI Features, you are responsible for verifying the accuracy, completeness and suitability of any outputs.Machine‑generated content may contain errors, biases or harmful information.You should not rely on AI outputs as a substitute for professional advice.You will indemnify us from claims arising out of your use of AI outputs.
3.4 Cooperation
You agree to provide timely access to information, personnel and resources reasonably necessary for us to perform the Services.You will also ensure that any instructions or requests you provide are lawful and do not require us to violate applicable data‑protection laws.If we believe an instruction violates the law, we will notify you and may refuse or suggest alternatives .
4. Fees and Payment
Unless otherwise agreed in a separate proposal or statement of work, our Services are provided on a time‑and‑materials basis.We will invoice you periodically and you agree to pay invoices in accordance with the terms stated.Late payments may incur interest at the statutory rate.All fees are exclusive of taxes, which you are responsible for paying.
5. Intellectual Property
We (and our licensors) own all intellectual‑property rights in the Services, including our software, algorithms, models, documentation and know‑how.Except for the limited rights expressly granted under these Terms, you receive no licence or rights to our intellectual property.You may not copy, modify, distribute or create derivative works from the Services without our prior written consent.We reserve all rights not expressly granted.
6. Confidentiality and Data Protection
Each party may disclose confidential information to the other during the course of the Services.Both parties agree to keep the other’s confidential information secret and to use it only to perform obligations under these Terms.We will handle Customer Data in accordance with our Privacy Policy and Data Processing Agreement and comply with applicable data‑protection laws .We will not use Customer Data to train our AI models unless you expressly authorise us to do so .
7. Warranties and Disclaimers
We warrant that we will perform the Services with reasonable care and skill.However, the Services are provided “as is” and “as available.”Except for the express warranty above, we make no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose or non‑infringement .We do not warrant that the Services will be uninterrupted or error‑free or that outputs will meet your expectations.Your use of the Services is at your own risk .
8. Indemnification
You agree to defend, indemnify and hold us and our affiliates harmless from any claims, damages, liabilities and expenses (including legal fees) arising from: (a) your breach of these Terms; (b) your use of the Services, including reliance on AI outputs; or (c) any claim that Customer Data or your use of the Services infringes any rights or violates any law .We will indemnify you against third‑party claims that our Services, when used as permitted, infringe intellectual‑property rights, subject to the procedures and limitations described in this section .
9. Limitation of Liability
Under no circumstances will either party be liable for any indirect, incidental, consequential, special or punitive damages, lost profits, lost data or business interruption arising out of these Terms or the Services, even if advised of the possibility .Our total liability under these Terms, whether in contract, tort or otherwise, will not exceed the amount you have paid us in the twelve months preceding the event giving rise to the liability.Nothing in this section limits liability for death or personal injury caused by negligence, fraud or any other liability that cannot be excluded by law.
10. Term and Termination
These Terms apply from your first use of the Services and continue until terminated.Either party may terminate the Services for any reason upon thirty (30) days’ written notice.We may terminate immediately if you breach these Terms.Upon termination, your right to use the Services ends and you must cease all use.Any provisions that by their nature should survive termination (e.g., confidentiality, intellectual property, indemnification and limitation of liability) will remain in effect.
11. Governing Law and Dispute Resolution
These Terms and any disputes arising out of or relating to them are governed by the laws of England and Wales.The parties agree to first attempt to resolve disputes through good‑faith negotiation.If we cannot resolve a dispute within thirty (30) days, either party may refer it to the exclusive jurisdiction of the courts of England and Wales.Nothing in this section limits a party’s right to seek injunctive or other equitable relief.
12. Miscellaneous
If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.Our failure to enforce any right or provision will not be deemed a waiver.You may not assign or transfer your rights under these Terms without our prior written consent.We may assign our rights and obligations to an affiliate or successor entity.These Terms constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous understandings.
If you have questions about these Terms, please contact us at legal@thrive‑ai.co.uk.