Terms of Service

1. Introduction

This Master Services Agreement (the “Agreement”) is a legal contract between Talia (the “Company”) and the customer agreeing to these terms (the “Customer”). By clicking “Accept” or “Agree”, checking a box indicating acceptance, executing an order form, or by accessing or using the Company’s services, the Customer acknowledges and agrees to be bound by this Agreement. If an individual is accepting this Agreement on behalf of a company or other legal entity, that individual represents that they have the authority to bind such entity to these terms.

This Agreement is effective as of the date the Customer first accepts it or uses the Service (the “Effective Date”). Electronic acceptance is as effective as a hand-signed contract.

2. Definitions

• “Services” means the Company’s software-as-a-service offerings, including the Talia platform, websites, applications, APIs, modules (e.g. the Watch Registry API), and support services.
• “Customer Data” means all data, information, content, and materials that Customer or its Authorised Users input, upload, or provide to the Services, including data manually extracted from third-party sources.
• “Authorised User” means an individual designated by Customer to use the Services under Customer’s account and for whom Customer has purchased a subscription (“User Seat”). Credentials may not be shared between individuals.
• “Order Form” means an ordering document specifying the Services, subscription term, fees, and additional details.
• “Subprocessor” means any third party engaged by the Company to process personal data or Customer Data on behalf of the Company in providing the Services.

3. Services and Licence Grant

During the term of this Agreement and subject to Customer’s compliance with its terms, the Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s internal business purposes, as specified in each active Order Form. All rights not expressly granted are reserved by the Company. Customer shall not sublicense, transfer, or allow third parties to access the Services except as permitted.

Each User Seat is valid for one named Authorised User. The total number of Authorised Users must not exceed the number of User Seats purchased. A User Seat may only be reassigned when the original user no longer requires access, and reassignment must be permanent for the remaining term. If the Company discovers seats are being shared, it may invoice Customer for additional users or suspend affected accounts.

4. Customer Obligations and Acceptable Use

Customer shall use the Services only in compliance with applicable laws (including data protection and export control laws) and shall not:

• Use the Services for any unlawful, fraudulent, or malicious purpose, or in any manner that violates the rights of others.
• Upload content that is obscene, defamatory, harassing, infringing, or otherwise objectionable.
• Transmit viruses, malware, or harmful code, or engage in activity that could damage, disable, overburden, or impair the Services.
• Attempt to gain unauthorised access to the Services or related systems, or circumvent any security or authentication measures.
• Use automated means (bots or scripts) to extract data except via provided APIs.
• Resell, distribute, or frame the Services to any third party, or use the Services for the benefit of a third party unless authorised.

Customer is responsible for maintaining the security of its account credentials and for any use of the Services under its account. If Customer provides any data obtained from third-party sources (including WhatsApp or other messaging platforms), Customer warrants it has the lawful right to use such data and agrees to indemnify the Company from any related third-party claims.

5. Customer Data and Data Protection

Customer retains all right, title, and interest in Customer Data. Customer grants the Company a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data solely as necessary to provide the Services. The Company will not use Customer Data for any other purpose except as expressly permitted or required by law.

The Company may create and use aggregated and anonymised data derived from Customer Data for operating, maintaining, securing, improving, and developing the Services, including improving models and benchmarks, provided such data does not identify Customer, any Authorised User, or any individual and does not permit re-identification.

Both parties agree to comply with applicable data protection laws, including UK and EU GDPR. Customer is the data controller; the Company is the data processor. The Company implements appropriate technical and organisational security measures as required by Article 32 of the GDPR. Full details are set out in our Privacy Policy.

6. AI Providers and Training Restrictions

The Company may use third-party AI providers to assist in providing certain features. The Company configures such providers, where they offer such controls, so that Customer Data is not used to train the provider’s general-purpose models. The Company’s ability to enforce this depends on the provider’s available configuration options and contractual terms; however, the Company uses commercially reasonable efforts to maintain such “no-training” configuration and will not knowingly enable training on Customer Data without Customer’s explicit written consent.

7. The Watch Register Integration

Talia AI has partnered with The Watch Register database to integrate their serial number verification, allowing Customers to check whether a watch has been reported as lost, stolen, counterfeit, or linked to fraud, with results issued in seconds.

The Watch Register is the leading international database of lost, stolen and counterfeit watches, with 35 years’ experience in protecting the trade and recovering losses. The database includes all major luxury brands, with new losses reported daily by police forces, insurance companies, and theft victims globally. Statistically, 1 in every 200 watches checked against the database is a match for a lost or stolen watch, and 30% of stolen watches located are offered for sale with box and papers. All pre-owned watches should be checked before purchase for the best protection against theft and fraud.

To use this feature, Customers must set up an account directly with The Watch Register and purchase a credit bundle to access the database. Visit The Watch Register website to set up an account and review their Terms and Conditions.

The Watch Register is an independent third-party service. Talia AI provides the integration in good faith but does not warrant the accuracy, completeness, or availability of any results returned by the database, nor accept liability for any decision made in reliance on those results. Use of the database is governed by The Watch Register’s own terms.

8. Feedback

Customer may provide suggestions, ideas, or other feedback regarding the Services. The Company shall own all rights in any Feedback provided, and Customer hereby assigns to the Company all worldwide rights, title, and interest in any Feedback. The Company is free to use and implement Feedback without obligation or attribution to Customer.

9. Fees and Payment

Customer agrees to pay all fees specified in each Order Form. All fees are stated in GBP unless otherwise specified. Fees are non-cancellable and non-refundable except as expressly provided. Invoices are due within 30 days. The Company may, after giving at least 7 days’ prior notice and opportunity to cure, charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, or the maximum rate permitted by law, whichever is lower. All fees are exclusive of VAT and other applicable taxes.

If Customer believes any charge is incorrect, they must notify the Company in writing within 30 days of the invoice date. If Customer’s account is overdue, the Company may suspend access after at least 10 days’ written notice.

10. Service Levels and Support

The Service is provided on an “as available” basis. The Company uses commercially reasonable efforts to keep the Service available but does not guarantee any specific level of uptime, availability, or response time, and provides no service credits, refunds, or other remedies for unavailability. Scheduled maintenance, third-party outages, and factors outside the Company’s reasonable control are expressly excluded from any availability targets the Company may publish from time to time.

Support is available Monday to Friday, 10:00 a.m. to 6:00 p.m. UK time (excluding UK public holidays), via email and the online portal. Response times are best-effort and not contractual commitments.

11. Confidentiality

Each party shall protect the other’s confidential information with at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable standard of care. Customer Data is treated as Customer’s Confidential Information. Confidentiality obligations survive for 5 years after termination, or longer for trade secrets as defined by applicable law.

12. Intellectual Property

The Company retains all intellectual property rights (including patents, copyrights, database rights, trade secrets, trademarks, and know-how) in the Services, software, technology, APIs, documentation, and all derivatives, enhancements, or modifications thereof, regardless of who suggests or contributes such enhancements. Customer retains ownership of Customer Data and pre-existing materials. Customer shall not remove proprietary notices, nor reverse engineer, decompile, or attempt to derive the source code of any part of the Services (except as permitted by law).

13. Warranties and Disclaimers

The Company warrants that the Services will substantially conform in all material respects to the applicable documentation during any paid subscription. If the Company fails to correct any non-conformance within a reasonable time, Customer may terminate the affected Services and receive a pro-rata refund. This warranty does not apply to trial, beta, or free services.

Except as expressly stated, the Services are provided “as is” and “as available”. The Company disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Services will be uninterrupted, error-free, or completely secure. AI-generated outputs and pricing intelligence are for informational purposes only and do not constitute financial, legal, or professional advice. Customer is solely responsible for verifying outputs and all decisions made in reliance on the Services.

14. Indemnification

The Company shall defend and indemnify Customer against third-party claims alleging that Customer’s use of the Services infringes intellectual property rights, subject to prompt notice, sole control of defence, and reasonable assistance. This indemnity does not apply to claims arising from Customer Data, unauthorised use, or modifications not made by the Company.

Customer shall defend and indemnify the Company against third-party claims arising from Customer’s use of the Services in violation of this Agreement, any Customer Data that infringes or causes harm, or breaches of acceptable use or third-party data provisions.

15. Limitation of Liability

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages. Each party’s total aggregate liability shall not exceed the fees paid or payable by Customer in the 12 months preceding the event (or, if less than 12 months, the average monthly fees multiplied by 12). If no fees have been paid, the Company’s liability is limited to £100 GBP. Nothing limits liability for death or personal injury caused by negligence, fraud, Customer’s obligation to pay due fees, or any liability that cannot be excluded by law.

16. Term and Termination

This Agreement remains in effect until all subscriptions have expired or been terminated. Subscriptions auto-renew unless either party gives notice: 15 days for monthly subscriptions, 60 days for annual subscriptions. The Company may adjust fees for renewal terms with advance notice.

Either party may terminate for material breach (including non-payment or insolvency) with 30 days’ written notice and opportunity to cure. Upon termination, all rights cease, Customer must stop using the Services, and Customer Data will be available for export for up to 60 days, after which it will be securely deleted.

17. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control, including acts of God, flood, fire, earthquake, pandemic, war, terrorism, government action, strikes, or failures of third-party infrastructure. The affected party must notify the other promptly and use reasonable efforts to mitigate. If a force majeure event continues for more than 60 days, either party may terminate the affected Order Form and receive a pro-rata refund.

18. General Provisions

• Assignment: Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.
• Entire Agreement: This Agreement, together with all Order Forms, Schedules, and incorporated documents, constitutes the entire agreement and supersedes all prior agreements.
• Amendments: This Agreement may only be amended by a written document signed by both parties.
• Severability: If any provision is held invalid, the remainder continues in full force.
• No Waiver: Failure to enforce any provision is not a waiver of that provision.
• Relationship: The parties are independent contractors. Nothing creates a partnership, joint venture, or agency relationship.
• Third-Party Rights: No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

19. Governing Law

This Agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiations before pursuing legal remedies.

20. Contact

For any questions about these terms, contact us at:

Talia
Email: info@taliaai.com
Website: app.taliaai.com