Konsili Platform — Terms and Conditions

Last updated: 17 June 2026

1. About these Terms

1.1 These Terms and Conditions (the “Terms”) are a binding agreement between: - the Customer — the business organisation or customer that registers and opens a Konsili platform account; and - Concordya Ltd, a company registered in England and Wales (company number 17189273) with its registered office at C/O Melon Accountants Ltd, 96 Wilton Road, London, England, SW1V 1DW (referred to in these Terms as “we”, “us”, or “our”). The Konsili platform is a product of Concordya Ltd.

1.2 By registering an Account, clicking to accept these Terms, or otherwise using the Konsili platform, the Customer agrees to be bound by these Terms. If the Customer does not agree to these Terms, the Customer must not register an account or use the Konsili platform.

1.3 If the person accepting these Terms is doing so on behalf of an organisation, that person warrants that they have authority to bind the organisation, and the organisation is the Customer for the purposes of these Terms.

1.4 The Customer warrants and represents that it is not a consumer.

1.5 These Terms, together with any order form and any specific commercial terms agreed in writing between the parties, form the entire agreement between the Customer and us for use of the Konsili platform.

2. Definitions

In these Terms:

3. The Konsili platform

3.1 The Konsili platform is a B2B sales-research and outreach service. It enables Authorised Users to: define and refine an Ideal Customer Profile (ICP); discover and qualify target accounts and prospects; run multi-stage research producing per-account briefings; draft outreach content for email, LinkedIn and calls; enrich contact records using a third-party enrichment provider via bundled Enrichment Credits; coordinate sales workflows across a Customer’s Workspaces; access associated AI-driven features.

3.2 We provide the Konsili platform on a software-as-a-service basis. We do not provide sales services on the Customer’s behalf, do not act as the Customer’s agent, and do not send communications to third parties on the Customer’s behalf except where expressly enabled by the Customer using platform features.

3.3 We may change the features, functionality, AI models, sub-processors, pricing or operation of the Konsili platform at any time, provided that there is no material reduction in core Konsili platform functionality during a paid Subscription Period. We may also make such changes where there is a material reduction in core Konsili platform functionality during a paid Subscription Period by giving the Customer prior notice and an option for the Customer to cancel without penalty.

3.4 Customer territories. We currently make the Konsili platform available to Customers established in the United Kingdom, the United States and Canada. Customers established in other jurisdictions cannot register an Account, and we may decline or terminate any Account that does not meet this territorial requirement. This restriction relates to Customer access only; the Konsili platform may provide business prospects located in other jurisdictions, as further described in the Konsili platform Privacy Policy.

4. Account and Authorised Users

4.1 The Customer must register an Account and provide accurate, current and complete information. The Customer must keep their Account information up to date.

4.2 The Customer’s Account belongs to the Customer, not to any individual Authorised User. If an Authorised User leaves the Customer, Account ownership and Workspace access remain with the Customer.

4.3 The Customer must ensure that each Authorised User: agrees to these Terms and the Konsili platform Privacy Policy; keeps passwords and other access credentials confidential; does not share credentials with anyone outside the Authorised Users; - uses the Konsili platform only in accordance with these Terms and applicable law.

4.4 The Customer shall be liable to us for all acts or omissions of the Customer’s Authorised Users in their use of the Konsili platform and for any misuse of any passwords or other access credentials of its Authorised Users except any misuse by us.

4.5 The Customer is responsible for all activity on the Account, whether or not authorised, except to the extent caused by our fraud or willful default.

4.6 The Customer must promptly notify us of any suspected unauthorised access, credential compromise or Account or Workspace misuse.

5. Plans, credits and use limits

5.1 Subscription Plans are described on our pricing page associated with the Konsili platform and any order form executed by the Customer. Plan pricing and entitlements may be updated by us from time to time.

5.2 Each Plan includes a monthly allowance of: runs (full research-and-drafting cycles against the Customer’s ICPs and target accounts); Enrichment Credits (used to enrich contact records via the Konsili platform enrichment provider).

5.3 Annual subscriptions are offered at the discount stated on the Konsili platform pricing page with bonus Enrichment Credits and credit rollover as set out on that page. Bundled credits within a monthly plan do not roll over and expire at the end of the month in which they are granted, unless the Customer is on an annual subscription with the rollover entitlement.

5.4 Any pricing set out in an agreed order form shall override the pricing set out in the Konsili platform pricing page to the extent that the pricing in the order form is inconsistent with the pricing in the Konsili platform pricing page. The pricing for use of the Konsili platform is subject to change from time to time (except where stated in an agreed order form) and the rates set out in the then current pricing page on konsili.ai takes precedence over the rates set out in these Terms. We will provide the Customer with not less than 30 days written advance notice of any pricing changes for their Plan.

5.5 We may impose fair-use limits on runs, credits, API requests, storage, concurrent operations or other resource use where reasonably necessary to maintain platform stability, security, cost economics and service quality. We will give the Customer notice before any new fair-use limit applies to the Customer’s existing Plan.

5.6 Enrichment Credits and run overage packs are non-refundable, non-transferable and have no cash value. They are forfeit if the Account is terminated by the Customer or by us for any reason.

6. Payment

6.1 Payments are processed by our payment processor. The Customer authorises us and our payment processor to charge the Customer’s payment method for the applicable subscription fees, overage purchases, and any taxes or fees due.

6.2 Fees are stated in Pounds Sterling unless otherwise specified. All fees are exclusive of VAT, sales tax, GST or other applicable taxes, which the Customer is responsible for paying in addition to the fees.

6.3 Subscription fees are invoiced and payable in advance for each Subscription Period. Overage purchases are billed at the time of purchase or in arrears as we meter them, as specified on the pricing page or order form.

6.4 If a payment is unsuccessful, we may retry the payment, suspend access to the Account, or apply a late-payment fee at the rate of 1.5% per month or part month. The Customer must ensure their payment method is valid.

6.5 Disputes regarding invoices must be raised in writing within 30 days of the invoice date; otherwise the invoice is deemed accepted.

6.6 The Customer is responsible for any chargeback, reversal or third-party payment dispute fees incurred by us as a result of the Customer’s actions.

7. Auto-renewal and cancellation

7.1 Subscriptions automatically renew at the end of each Subscription Period at the then-current Plan price unless the Customer cancels in writing before the end of the current Subscription Period.

7.2 The Customer may cancel a subscription at any time via the Konsili platform or by written notice to support@konsili.ai. Cancellation takes effect at the end of the then current Subscription Period. If a Customer wishes to cancel before the end of a Subscription Period then no refund is given for and the Customer will still be liable to pay for any unused portion of a Subscription Period.

7.3 We may cancel or not-renew a subscription for any reason on giving at least 30 days’ notice before the end of the current Subscription Period.

7.4 On cancellation, the Customer’s right to use the Konsili platform ends at the end of the Subscription Period, and clauses 10 (Customer Data) to the extent applicable, 13 (Data Return and Deletion) and 22 (Survival) apply.

8. Free trial or pilot

8.1 We may offer free trials, pilot terms or beta access from time to time in relation to the Konsili platform. Trial, pilot and beta features are provided “as is”, without warranty, and may be modified, suspended or withdrawn at any time.

8.2 At the end of a free trial, pilot or beta access the Customer must either start a paid subscription or stop using the Konsili platform. We may convert a trial, pilot or beta Account to a paid Plan if the Customer has provided payment-method authority and not cancelled, subject to notice being given to the Customer during the trial, pilot or beta access. The Customer may cancel moving to a paid subscription at any time by written notice given prior to the end of the trial, pilot or beta access.

9. Acceptable use and outreach compliance

9.1 The Customer must use the Konsili platform only: in accordance with these Terms and any applicable documentation or policies published from time to time in connection with the Konsili platform; in compliance with all applicable laws, including data protection, electronic communications, anti-spam, intellectual property, anti-fraud and sanctions laws; for the Customer’s lawful internal business purposes; in compliance with the rights and interests of third parties.

9.2 The Customer must not, and must not allow any Authorised User or third party to: use the Konsili platform to send unsolicited bulk communications in breach of CAN-SPAM (US), CASL (Canada), the Privacy and Electronic Communications Regulations 2003 (“PECR”, UK), the EU GDPR / UK GDPR, or other applicable anti-spam or e-privacy law; send communications to consumers (as opposed to corporate prospects); use the Konsili platform to harass, defame, mislead, defraud, harvest credentials, distribute malware, or to circumvent any third-party platform’s terms of service (including LinkedIn’s User Agreement); access the Konsili platform for the purpose of building a competing product, reverse-engineering Konsili Materials, gathering competitive intelligence about our vendors, sub-processors, infrastructure, AI models, prompts, evaluations or training data, or extracting any of the foregoing for onward disclosure to any third party; use any information disclosed by us to the Customer in confidence — including the named sub-processor list, any technical, operational or commercial information not in the public domain, and any non-public technical detail about the Konsili platform — for any purpose other than the Customer’s own internal use of the Konsili platform, or disclose it to any third party; resell, sublicense, transfer, or make the Konsili platform or its services or Output available to any third party except as expressly permitted in these Terms; attempt to gain unauthorised access to other Konsili platform customers’ data, workspaces or accounts; use the Konsili platform in connection with any sanctioned person, entity or country, or in violation of applicable export controls; upload content that infringes third-party Intellectual Property Rights, contains malware, violates privacy or publicity rights, is unlawful or is otherwise contrary to moral standards.

9.3 Outreach compliance is the Customer’s responsibility. The Konsili platform provides drafting and workflow features; the Customer (not us) is the sender of any outreach to prospects and is responsible for ensuring each outbound communication complies with all applicable laws, including: maintaining and honouring suppression / opt-out lists; providing accurate sender identification; including a clear opt-out mechanism on marketing emails (where required); - complying with PECR; complying with CAN-SPAM (US), CASL (Canada), PIPEDA (Canada), UK GDPR and EU GDPR (where the recipient is in the EU) and any other applicable e-privacy, anti-spam or marketing law in both the Customer’s and the recipient’s jurisdiction; ensuring an appropriate lawful basis under UK GDPR (or, where applicable, the EU GDPR) or any other applicable data protection or privacy regime for any processing of personal data of recipients; handling any rights requests, objections or complaints promptly.

10. Customer Data — Us as controller and (in limited circumstances) as processor

Us as controller

10.1 The Customer retains all right, title and interest in and to the Customer Data. We acquire no ownership of Customer Data by virtue of these Terms.

10.2 The Customer grants to us a non-exclusive, worldwide, royalty-free, sub-licensable licence to access, store, process, transmit, display, modify (as required for service operation) and otherwise use Customer Data solely as necessary to: provide the Konsili platform to the Customer; generate Outputs in response to the Customer’s instructions; maintain service operation, security, fraud prevention and abuse detection; comply with law and legal process; improve the Konsili platform, provided that any Customer Data used for improvement is anonymised, aggregated or de-identified so that it cannot be used to identify the Customer or any natural person.

10.3 The Customer warrants and represents that: the Customer has and will have all necessary rights to upload, transmit and process the Customer Data through the Konsili platform; the Customer’s instructions to and use of the Konsili platform will comply with all applicable laws; the Customer has any required consents from data subjects, or another lawful basis, to upload Customer Data containing personal data.

10.4 We process Customer Data primarily as a controller in respect of personal data contained in it, for the purposes set out in clause 10.2, in accordance with the Konsili platform Privacy Policy and applicable data protection law. We determine the purposes and means of processing for that data in those circumstances.

10.5 We will not sell Customer Data, will not use Customer Data to train AI models for use by any other Customer, and will not disclose Customer Data to third parties except (a) as necessary to provide the Konsili platform, (b) as required or permitted by law, or (c) with the Customer’s prior written consent.

Us as processor — Customer-Directed Personal Data

10.6 Where the Customer uploads to the Konsili platform personal data that the Konsili platform would not have sourced for itself — for example a Customer-supplied contact list, CRM extract, customer correspondence or other Customer-supplied list of named individuals — and directs us to perform processing operations on that data (such data being Customer-Directed Personal Data) via the Konsili platform, we act as a processor in respect of that Customer-Directed Personal Data, and the Customer is the controller.

10.7 The Customer’s use of the Konsili platform constitutes the Customer’s documented instructions to us for that processing.

10.8 In respect of Customer-Directed Personal Data, we will:

1. process the data on the Customer’s documented instructions as expressed through use of the Konsili platform features, or as required by applicable law (in which case we will inform the Customer of the legal requirement before processing, unless prohibited by law);

2. ensure that personnel authorised to process the data have committed to confidentiality or are under a statutory obligation of confidentiality;

3. implement appropriate technical and organisational measures to protect the data as described in the Konsili platform Privacy Policy;

4. engage sub-processors only as set out in clause 10.9;

5. taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as possible and at the cost of the Customer, in responding to requests from data subjects exercising their rights under UK GDPR (and EU GDPR if applicable to the Customer);

6. assist the Customer and at the cost of the Customer in ensuring compliance with Articles 32 to 36 UK GDPR (and EU GDPR if applicable to the Customer) (security, breach notification, data protection impact assessments and prior consultation), taking into account the nature of the processing and the information available to us;

7. on termination of the subscription, delete or return the Customer-Directed Personal Data at the Customer’s choice in accordance with clause 13;

8. make available to the Customer and at the Customer’s cost information reasonably necessary to demonstrate compliance with this clause 10, and allow for and contribute to audits relating to data protection compliance subject to the duties of confidentiality in these Terms, including inspections conducted on a confidential basis by an auditor mandated by the Customer at the Customer’s cost and on reasonable advance notice; and

9. immediately inform the Customer if, in our opinion, an instruction from the Customer infringes UK GDPR (and EU GDPR if applicable to the Customer) or other applicable data protection law.

10.9 The Customer provides general written authorisation for us to engage sub-processors. The categories of sub-processor are described in the Konsili platform Privacy Policy and the named sub-processor list is made available to subscribing Customers via konsili.ai/sub-processors and on request. We will inform the Customer in advance of any intended addition or replacement of a sub-processor, giving the Customer a reasonable opportunity to object. We will impose data protection obligations on each sub-processor that are equivalent to those set out in this clause 10, and remain liable to the Customer for the performance of each sub-processor’s obligations.

10.10 In the event of a personal data breach affecting Customer-Directed Personal Data, we will notify the Customer without undue delay after becoming aware of the breach, and will provide the information reasonably necessary to enable the Customer to comply with its breach-notification obligations under applicable law.

10.11 For the avoidance of doubt: clause 10.6 to 10.10 apply only to Customer-Directed Personal Data. All other personal data in Customer Data is processed by us as controller under clauses 10.1 to 10.5 and the Konsili platform Privacy Policy.

11. Prospect Data sourced by us

11.1 The Konsili platform also includes data about individuals and organisations who are not Authorised Users or contained in Customer Data and that is sourced by us from public web sources, the Konsili platform contact-enrichment provider, and other third-party sources (“Prospect Data”). The full description and legal basis for our processing of Prospect Data are set out in the Konsili platform Privacy Policy.

11.2 We are the controller of Prospect Data sourced by us. The legal basis for our processing of Prospect Data is set out in the Konsili platform Privacy Policy.

11.3 When the Customer uses Prospect Data made available through the Konsili platform — for example to send a B2B outreach communication to a prospect — the Customer becomes a controller of the Prospect Data the Customer chooses to use, and is independently responsible for the lawfulness of that use under applicable law.

11.4 The Customer must: not use Prospect Data for any purpose other than the Customer’s own lawful B2B sales and marketing activities; maintain a suppression / objection list and honour any data-subject objection or rights request received; not share Prospect Data with third parties outside the Customer’s own organisation; On termination of the Customer’s subscription to the Konsili platform, except to the extent retention is required by law, the Customer can retain any Prospect Data moved into its own systems, but will lose access to the Konsili platform to access that Prospect Data 30 days after termination.

11.5 If a data subject who is a prospect validly objects to the Customer in relation to the processing of their personal data by the Customer, the Customer must promptly stop processing that data and notify us. If appropriate we can aim to prevent re-import of the record for that data subject into the Konsili platform database if the data subject is also objecting to their personal data being processed by us in the Konsili platform.

12. Konsili Materials and Intellectual Property

12.1 Konsili Materials are and remain our exclusive property (or our licensors exclusive property), and are protected by intellectual property rights. Nothing in these Terms transfers ownership of Konsili Materials to the Customer.

12.2 Subject to these Terms and the Customer’s payment of applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Konsili platform during the Subscription Period for the Customer’s internal business purposes.

12.3 The Customer must not: copy, modify, reverse-engineer, decompile, disassemble or create derivative works of Konsili Materials except as permitted by law; remove, obscure or alter any copyright, trademark or other proprietary notice; use Konsili Materials to develop a competing product; use our name, brand, logo or trade marks except as expressly authorised in writing.

12.4 Output ownership. Subject to clauses 10 (Customer Data), 11 (Prospect Data) and 12.1, the Customer owns the Outputs generated by the Konsili platform from the Customer’s instructions and Customer Data, to the extent such Outputs are not Konsili Materials or are not derived from Prospect Data. Use of Prospect Data is governed by clause 11. We give no warranty that Outputs are unique, original, non-infringing, free of bias or fit for any particular purpose; Outputs are AI-generated and the Customer is responsible for review before use and any final decision to use Outputs.

12.5 We will not use raw Customer Data, identifiable Customer Data, or Customer-confidential content to train AI models for use by other customers. The Customer grants to us a non-exclusive, worldwide, royalty-free, sub-licensable licence to use anonymised, aggregated or de-identified data derived from Customer Data and Outputs to improve the Konsili platform, train AI components used across all customers, and develop new features, provided that such anonymised, aggregated or de-identified data does not identify the Customer or any natural person.

12.6 If the Customer provides us with feedback, suggestions or ideas about the Konsili platform, we may use them freely and without compensation.

13. Data return and deletion

13.1 During the Subscription Period and for 30 days after the end of the Subscription Period, the Customer may export Customer Data and generated Prospect Data via the Konsili platform’s export tools or by written request to support@konsili.ai.

13.2 After 30 days following the end of the Subscription Period, we may delete or anonymise Customer Data (including Customer-Directed Personal Data) and generated Prospect Data in accordance with the Konsili platform Privacy Policy and applicable law, except to the extent retention is required by law, regulatory obligations, or for legitimate business records (e.g., billing and audit trails).

13.3 We may retain anonymised, aggregated or de-identified data derived from Customer Data or generated Prospect Data after deletion, as described in clause 12.5.

13.4 Prospect Data sourced by us is governed by our own retention policy in the Konsili platform Privacy Policy and is not subject to Customer controlled deletion under this clause.

14. Confidentiality

14.1 Each Party (the “Receiving Party”) may receive information from the other Party (the “Disclosing Party”) that is non-public and is identified as confidential or would reasonably be understood to be confidential (“Confidential Information”).

14.2 The Receiving Party must: keep the other party’s Confidential Information confidential and use it only for the purposes of these Terms; protect the other party’s Confidential Information using at least the same standard of care it uses for its own confidential information, and not less than reasonable care; not disclose the other party’s Confidential Information to any third party except to its employees, contractors and professional advisers who need to know and who are bound by equivalent confidentiality obligations.

14.3 Confidential Information does not include information that is or becomes public through no breach by the Receiving Party, was lawfully known to the Receiving Party before disclosure, was independently developed without reference to the Confidential Information, or was lawfully received from a third party without restriction or any duty of confidentiality.

14.4 The Receiving Party may disclose the other party’s Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt written notice (where lawful) so the Disclosing Party can seek a protective order.

14.5 Confidentiality obligations continue for 3 years after the end of the Subscription Period, and indefinitely for trade secrets and personal data.

15. Warranties and disclaimers

15.1 We warrant that: - we have authority to enter into these Terms and to provide the Konsili platform; we will provide the Konsili platform with reasonable skill and care; we will use commercially reasonable security measures to protect Customer Data.

15.2 We do not warrant that: the Konsili platform will be uninterrupted, error-free or available at any specific level or at any specific time; Outputs are accurate, complete, current, non-infringing, unbiased, free of hallucination, suitable for any particular purpose, or compliant with any specific regulation; the Konsili platform will detect or prevent any misuse, including misuse by Authorised Users; any Prospect Data is accurate, complete, current or that any prospect will respond, engage or be interested.

15.3 The Customer acknowledges that the Konsili platform incorporates and produces AI-generated content, that AI outputs can be inaccurate or unexpected, and that the Customer must review Outputs before relying on or transmitting them.

15.4 Except as expressly stated in these Terms, the Konsili platform is provided “as is” and we disclaim all other warranties, conditions or representations, whether express or implied, to the maximum extent permitted by law, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or that Outputs are free of bias or error.

16. Indemnities

16.1 The Customer will indemnify us and keep us indemnified against any and all losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim or allegation arising from or connected to: the Customer’s breach of clause 9 (Acceptable Use), clause 11 (Prospect Data use), or any applicable law; the Customer’s Customer Data infringing the intellectual property rights of any third party or violates any third party’s privacy or publicity rights; the Customer’s use of the Konsili platform caused or contributed to a personal-data breach for which the Customer is responsible as controller; the Customer’s outbound communications generated using the Konsili platform breaching anti-spam, e-privacy, data protection, marketing or consumer protection law.

16.2 We will indemnify and keep indemnified the Customer against any and all losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim alleging that the Konsili platform (excluding Customer Data, Prospect Data used by the Customer, and AI-generated Outputs) infringes the third party’s intellectual property rights, subject to the Customer: promptly notifying us in writing; giving us sole control of the defence and settlement of that third party claim; not making any admission in relation to that third party claim; and providing reasonable cooperation to us to defend that third party claim.

16.3 Our obligation in clause 16.2 does not apply if the claim arises from (a) the Customer’s use of the Konsili platform in breach of these Terms, (b) Customer Data, (c) AI-generated Output content (which depends on Customer instructions), or (d) Prospect Data sourced from third parties.

17. Liability

17.1 Aggregate general liability cap. Subject to clause 17.4, each Party’s total aggregate liability under or in connection with these Terms and the Konsili platform is capped at the greater of: - 125% of the fees paid or payable by the Customer; or GBP 5,000 except to the extent stated in clause 17.2 below.

17.2 Supercap. Subject to clause 17.4, each Party’s total aggregate liability under or in connection with these Terms and the Konsili platform in relation to breach of data protection obligations, infringement of intellectual property rights and breach of confidentiality obligations is capped at the greater of: - 200% of the fees paid or payable by the Customer; or GBP 10,000.

17.3 Neither Party is liable for any indirect or consequential loss, loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, or loss or corruption of data, except to the extent recoverable under clause 17.4.

17.4 Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, liability under the Customer’s indemnity in clause 16.1, payment of fees due, or any liability that cannot legally be limited or excluded as a matter of law.

17.5 The exclusions and limitations of liability in these Terms apply to liability in contract (including repudiatory breach), liability in tort (including negligence), liability for breach of statutory duty and any other legal basis of liability.

18. Suspension

18.1 We may suspend the Account, any Workspace or any Authorised User’s access to the Konsili platform immediately, without prior notice, if: we reasonably believe the Konsili platform is being used in breach of clause 9 (Acceptable Use), in violation of law, or in a manner that endangers the Konsili platform’s security or integrity or the security or integrity of other customers; we are required to do so by law, court order or regulatory direction; the Customer is more than 14 days late in paying any fees after a written reminder; the Customer’s payment method is invalid and not corrected within 10 days of written notice; we reasonably determine or believe that the Customer is, or is acting on behalf of, a competitor of ours, or that the Konsili platform is being used for competitive-intelligence purposes against us.

18.2 We will give the Customer notice of suspension as soon as reasonably practicable and will lift the suspension when the cause is remedied or no longer applies. Suspension does not relieve the Customer of payment obligations during the period of suspension.

19. Termination

19.1 Either Party may terminate the contract formed by these Terms for convenience at the end of the then current Subscription Period by giving written notice in accordance with clause 7.

19.2 We may terminate the contract formed by these Terms and the Account with a Customer immediately by written notice if: - the Customer commits a material breach, and if the breach is capable of remedy the Customer fails to remedy it within 14 days after written notice; the Customer breaches clause 9 (Acceptable Use), 10 (Customer Data), 11 (Prospect Data) or 12 (IP); the Customer is in repeated or persistent breach; the Customer becomes insolvent, bankrupt, subject to administration, receivership, administrative receivership, liquidation or suffers similar proceedings or processes in any jurisdiction; the Customer fails to pay any sum due to us within 14 days of a written reminder for payment; the Customer is in breach for repeated or persistent non-payment of fees; - we reasonably determine that the Customer is, or is acting on behalf of, a competitor of ours, or that the Konsili platform is being used by the Customer for competitive-intelligence purposes against us.

19.3 The Customer may terminate the contract formed by these Terms immediately by written notice if: we commit a material breach, and if the breach is capable of remedy we fail to remedy it within 30 days after written notice; or we become insolvent, bankrupt, subject to administration, receivership, administrative receivership, liquidation or suffer similar proceedings or processes in any jurisdiction.

19.4 On termination, the Customer’s right to use the Konsili platform ends immediately (aside from in relation to data migration).

20. Changes to these Terms

20.1 We may change these Terms by posting an updated version on our website and giving the Customer notice (by email, in-app notification or otherwise) at least 30 days before the new Terms take effect. Continued use of the Konsili platform after the effective date constitutes acceptance of those revised terms. If the Customer does not accept the new Terms, the Customer must cancel the subscription for the Konsili platform before the effective date.

20.2 For changes required by law or regulatory direction, we may apply changes immediately, with notice as soon as reasonably practicable.

21. Notices

21.1 Notices to us must be sent to support@konsili.ai. Legal notices must be marked for the attention of “Legal” and sent to legal@konsili.ai, with a copy by post to Concordya Ltd at its then current registered office.

21.2 Notices to the Customer will be sent to the email address registered on the Account or via in-app notification.

21.3 Notices are deemed received on the next Business Day after sending, if no bounce-back or delivery failure is received.

22. Survival

22.1 On any termination of expiry clauses intended to survive any termination or expiry continue in force, including clauses 10 (Customer Data — to the extent of post-termination retention and the shortform processor terms in 10.6–10.11), 11 (Prospect Data — our processing), 12 (Konsili Materials and IP), 13 (Data Return and Deletion), 14 (Confidentiality), 15 (Disclaimers), 16 (Indemnities), 17 (Liability), 19.4, 22 (Survival), 23 (Force Majeure to the extent applicable), 24 (General) and 25 (Governing Law).

23. Force majeure

23.1 Neither Party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, pandemic, government action, internet, cloud-provider or telecommunications failure, malware, virus or denial-of-service attack, or failure of any third-party service relied on by the Konsili platform.

23.2 The affected Party must notify the other Party of the event and use reasonable endeavours to mitigate. If the event continues for more than 60 days, either Party may terminate the contract formed by these Terms on notice.

24. General

24.1 Entire agreement. These Terms and any order form and the pricing page for the Konsili platform constitute the entire agreement between the Parties for use of the Konsili platform and supersede all prior discussions and agreements. In the event of inconsistency any order form prevails over these Terms.

24.2 Assignment. The Customer may not assign the contract formed by these Terms without our prior written consent. We may assign the contract formed by these Terms to an affiliate or successor in connection with a corporate reorganisation, merger or sale of all or substantially all of our business or the Konsili platform.

24.3 No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

24.4 No waiver. A failure or delay in exercising a right is not a waiver. A waiver must be in writing.

24.5 Severability. If any provision is invalid or unenforceable, the rest of these Terms remain effective.

24.6 Third-party rights. No person other than the Parties has the right to enforce any term of the contract formed by these Terms.

24.7 Counterparts and electronic acceptance. These Terms may be accepted electronically and click acceptance is binding.

24.8 No reliance. Each Party acknowledges that it has not relied on any statement, warranty or representation not set out in these Terms, except in respect of fraudulent misrepresentation.

25. Governing law and jurisdiction

25.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

25.2 The courts of England and Wales have exclusive jurisdiction over disputes, subject to our right to seek urgent injunctive, equitable or protective relief or to pursue a debt claim in any court of competent jurisdiction.