AI and API Supplemental Terms
These Terms are version 1.01 dated 06.07.2026
These AI and API Supplemental Terms (“Supplemental Terms”) are part of the Software Services Subscription Agreement (“Agreement”) between iplicit and the Customer.
To the extent of any conflict between these Supplemental Terms and the Agreement in respect of the Customer's use of any AI Feature, AI Technology or API, these Supplemental Terms shall prevail.
1. Definitions and Interpetation
1.1 The definitions used in the Agreement shall also apply to these Supplemental Terms.
1.2 For purposes of these Supplemental Terms, the following terms have the meanings set out below:
“AI Customer Input” means information, data, materials, text, prompts, images, code or other content that is:
(a) input, entered, posted, uploaded, submitted, transferred, transmitted or otherwise provided or made available by or on behalf of the Customer or any Authorised User for Processing by or through an AI Feature; or
(b) collected, downloaded or otherwise received by an AI Feature for or on behalf of the Customer or any Authorised User.
AI Customer Input forms part of Customer Data for purposes of the Agreement.
“AI Customer Output” means information, data, materials, text, images, code, works, expressions, or other content generated or otherwise output from an AI Feature in response to AI Customer Input or from use of an AI Feature by or on behalf of the Customer or its Authorised Users. AI Customer Output forms part of Customer Data for purposes of the Agreement.
“AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
“AI Technology” and “AI Technologies” means:
(a) any and all machine learning, deep learning and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks and other AI tools or methodologies; and
(b) all software implementations of any of the foregoing and related hardware or equipment.
“API” means any application programming interface made available by iplicit to the Customer.
“API Data” means all data published or made available through the API, along with any related metadata.
“API Key” means the security key iplicit makes available for Customer to access the API.
“API Limits” means any limitation or restrictions published by iplicit, or otherwise notified to the Customer from time to time.
“Application” means any applications made available and/or developed by, or on behalf of the Customer or a third party to interact with the API.
“Derived Data” means data created by the Customer or an Authorised User, now or in future, which has benefited from, derived from, relied on or made any use of, the API or API Data (including, without limitation, where the Customer or Authorised User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the API or API Data).
“Feedback” means all current and future suggestions, comments or other feedback regarding the API or API Data provided by or on behalf of the Customer.
“Process” or “Processing” means to take any action or perform any operation or set of operations on any data, information, material, work, expression or other content, including to:
(a) collect, receive, input, upload, download, record, reproduce, store, organise, combine, log, catalogue, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works;
(b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available; or
(c) bblock, erase or destroy.
“Third-Party Materials” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Technology, content and technology, in any form or media, in which any person other than the Customer or iplicit owns any Intellectual Property Rights.
“Training Data” means any and all information, data, materials, text, prompts, images, code and other content that is used to train, validate, test, retrain or improve any AI Technology developed or deployed by iplicit whether or not incorporated into or used with, in connection with, or in support of, the AI Features, except for Customer Data, AI Customer Input and/or AI Customer Output unless such has been anonymised.
2. AI Use Restrictions
2.1 The Customer shall not (and shall ensure that Authorised Users do not):
2.1.1 access or use the AI Features or any AI Customer Output to develop, train or improve (i) any other AI Technology, or (ii) a competing or similar product or service;
2.1.2 submit input any special category personal data (including, but not limited to, health data, biometric data, criminal records data and/or the personal data of children and minors) into any AI Features or AI Technology;
2.1.3 use web scraping, web harvesting, web data extraction or any other method to extract data from the AI Features or any AI Customer Output; and/or
2.1.4 use the AI Features to create or generate AI Customer Output, or use AI Customer Output in a manner, that the Customer knows or should know infringes, misappropriates or otherwise violates any Intellectual Property Rights or other right of any person, or violates any applicable law.
3. API Access and Use
3.1 1iplicit grants to the Customer a non-exclusive licence during the Subscription Term:
3.1.1. for the Authorised Users to access the API solely for the purposes of:
(a) accessing the Applications;
(b) accessing Third-Party Materials;
(c) making API Calls in compliance with the API Limits;
3.1.2 to display the API Data received from the API; and
3.1.3 to use the AI Technologies and/or AI Features where such has been made available by iplicit.
3.2 The Customer’s sole means of accessing the API for the purposes of Clause 3.1 (above), shall be via the API Key.
4. API Use Restrictions
4.1 The Customer shall not (and shall ensure that Authorised Users do not):
4.1.1 make API Calls in excess of the API Limits;
4.1.2 Impact the speed, security or integrity of the Services through the use of the API;
4.1.3 remove any proprietary notices from the API or API Data;
4.1.4 use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;
4.1.5 design or permit the Applications to disable, override, or otherwise interfere with any iplicit-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
4.1.6 use the API, including in any of the Applications, to replicate or attempt to replace the user experience of the Services;
4.1.7 attempt to cloak or conceal the Customer’s identity or the identity of the Applications and/or Third Party Materials when requesting authorisation to use the API or making an API Call;
4.1.8 combine or integrate the API or API Data with Third-Party Materials not approved in advance by iplicit, including AI Technologies;
4.1.9 pass or allow access to the API or API Data to any third party;
4.1.10 access all or any part of any the API or API Data to build a product and/or service which competes with the API or the Services provided by iplicit;
4.1.11 commercially exploit, sell, license or distribute any API or API Data or any products and/or services incorporating the results retrieved using the API or via an API Call.
4.2 The Customer warrants that any software it uses with, or to access, the API complies with all applicable laws, contains no malware and/or Viruses and the use of such software shall not violate these Supplemental Terms or the Agreement.
4.3 Except as expressly stated in this Clause 4, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or the Services, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
4.4 The Customer shall not use the API or API Data other than as specified in this Clause 4 without the prior written consent of iplicit.
4.5 Without prejudice to its other rights and remedies under the Agreement and/or these Supplemental Terms, should the Customer use the API or API Data other than as specified in this Clause 4 without the prior written consent of iplicit, iplicit may, in its sole discretion terminate the Agreement, or suspend the Customer’s access and use to the API and the API Data, on written notice with immediate effect.
4.6 iplicit shall be entitled to suspend the Customer’s access to, and use of, the API and the API Data under Clause 4.4 until such time as the breach is remedied to iplicit’s reasonable satisfaction.
5. Customer Responsibilities
5.1 The Customer must obtain an API Key through the registration process available as part of the user setup of the Services to use and access the API. The Customer may not share the API Key with any third party other than Authorised Users, must keep the API Key and all log-in information secure, and must use the API Key as the Customer’s sole means of accessing the API. The API Key may be replaced at any time by iplicit on notice to the Customer.
5.2 The Customer shall:
5.2.1 Ensure that only Authorised Users access the API, AI Technologies and/or AI Features;
5.2.2 without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement and these Supplemental Terms;
5.3 Subject to Clause 7.3 the Customer is responsible and liable for all uses of the API, AI Technologies and AI Features resulting from access provided by the Customer, directly or indirectly, whether such access or use is permitted by or in breach of the Agreement and/or these Supplemental Terms, including use with any Application, third-party software or Third-Party Materials. Without limiting the generality of the foregoing, the Customer is responsible for all acts and omissions of Authorised Users in connection with any Application and their use of the API, API Data, AI Features and AI Technologies if any.
5.4 Any act or omission by an Authorised User that would constitute a breach of the Agreement or these Supplemental Terms if taken by the Customer will be deemed a breach of these Supplemental Terms by the Customer. The Customer shall take reasonable efforts to make all Authorised Users are aware of these Supplemental Terms provisions as applicable to such Authorised Users and shall cause Authorised Users to comply with such provisions
6. iplicit Warranties
6.1 iplicit warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Supplemental Terms.
6.2 The API, the API Data, the AI Technologies, the AI Features are provided to the Customer on an “as is” basis.
6.3 All other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Supplemental Terms.
6.4 Iplicit does not warrant that:
6.4.1 the Customer’s use of the API, AI Features and/or AI Technologies will be uninterrupted or error-free;
6.4.2 the API and/or the API Data obtained by the Customer through the API will meet the Customer’s requirements;
6.4.3 any AI Customer Outputs will meet the Customer’s requirements;
6.4.4 the API, API Data, AI Features, AI Technologies and/or AI Customer Outputs will be free from Vulnerabilities or Viruses; and/or
6.4.5 the API, API Data, AI Features, AI Technologies and/or AI Customer Outputs will comply with any cybersecurity requirements.
6.5 iplicit is not responsible for:
6.5.1 any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the API, API Data, AI Features, AI Technologies and/or AI Customer Outputs may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
6.5.2 any Third-Party Materials.
6.6 These Supplemental Terms shall not prevent iplicit from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Supplemental Terms.
6.7 Without limiting the foregoing, iplicit shall not be in breach of any availability obligation under the Agreement in respect of the AI Features where interruption arises solely from a suspension of the underlying AI platform provided that iplicit shall use commercially reasonable endeavours to restore availability as soon as the relevant direction or legal requirement permits
7. Limits of Liability
7.1 Except as expressly and specifically provided in these Supplemental Terms:
7.1.1 the Customer assumes sole responsibility for results obtained from the use of:
(a) the API;
(b) the API Data;
(c) the AI Technologies;
(d) the AI Features;
(e) the AI Customer Outputs; and
(f) the Third Party Materials,
by the Customer and Authorised Users, and for conclusions drawn from such use. iplicit shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to iplicit by the Customer in connection with the API, the API Data, the AI Technologies, the AI Features, the AI Customer Outputs and the Third Party Materials or any actions taken by iplicit at the Customer’s direction; and
7.1.2 the use of the API by the Customer, and any failures or third-party downtime experienced by the Customer as a result of using the API shall not impact upon any service levels and/or uptime commitments provided by iplicit.
7.2 Except as expressly stated in Clause 7.3:
7.2.1 iplicit shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(a) special damage even if iplicit was aware of the circumstances in which such special damage could arise;
(b) loss of profits;
(c) loss of anticipated savings;
(d) loss of business opportunity;
(e) loss of goodwill; and
(f) loss or corruption of data.
7.2.2 the total liability of iplicit, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall be as set out in the Agreement.
7.2.3. The exclusions in Clauses 7.1 and 7.2 shall apply to the fullest extent permissible at law, but iplicit does not exclude liability for:
(a) death or personal injury caused by the negligence of iplicit, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
7.2.4 All references to “iplicit” in this Clause 7 shall, for the purposes of this Clause be treated as including all employees, subcontractors and representatives of iplicit and its affiliates.
8. Feedback
8.1 The Customer may, in its discretion, provide Feedback to iplicit, but iplicit shall not be obliged to take any action in response to the Feedback.
8.2 Feedback, even if marked confidential, will not create any confidentiality obligations on iplicit unless iplicit has otherwise agreed in writing, signed by an authorised signatory of iplicit.
8.3 Without prejudice to its other rights and remedies (including under these Supplemental Terms), iplicit will be free to use, disclose, reproduce, distribute, implement in the Services or API and otherwise commercialise all Feedback provided by the Customer without obligation or restriction of any kind, and the Customer hereby waives all rights to be compensated or seek compensation for the Feedback and will ensure that any relevant moral rights are waived.
9. Intellectual Property Rights
9.1 All rights, title and interest in any Feedback shall vest in iplicit on creation. The Customer hereby assigns to iplicit absolutely with full title guarantee all right, title and interest in and to the Feedback including:
9.1.1 the entire copyright and all other rights in the nature of copyright subsisting in the Feedback;
9.1.2 any database right subsisting in the Feedback;
9.1.3 all other rights in the Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which the Customer is now, or at any time after the date of this agreement may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world;
9.1.4 the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Feedback, in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the Effective Date until the end of the Subscription Term.
9.2 The Customer will promptly notify iplicit if the Customer becomes aware of any infringement of any Intellectual Property Rights in the API, API Data, AI Features, AI Technologies and Feedback and will fully co-operate with iplicit in any legal action taken by iplicit to enforce iplicit’s Intellectual Property Rights;
9.3 The Customer acknowledges that all Intellectual Property Rights in the API, API Data, AI Features, AI Technologies and Feedback, belong and shall belong to iplicit or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the same other than the right to use it in accordance with these Supplemental Terms.
9.4 The Customer indemnifies iplicit from and against any and all losses, liabilities, costs, charges or expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by iplicit resulting from any claim against iplicit by a third party that the AI Customer Input, AI Customer Output or any API Data or the Customer’s or any Authorised User’s use of the foregoing, infringes, misappropriates or otherwise violates any third party’s Intellectual Property Rights.
9.5 Notwithstanding anything in these Supplemental Terms to the contrary, the Customer shall have no liability or obligation with respect to any claim or loss to the extent that such claim or loss arises out of or results from:
9.5.1 any use or Processing of AI Customer Input other than by:
(a) the Customer or its Authorised Users; or
(b) iplicit in its performance of the Services solely for the benefit of the Customer strictly in accordance with the terms of the Agreement;
9.5.2 modification of AI Customer Input other than by the Customer or its Authorised Users; or
9.5.3 the iplicit’s breach of these Supplemental Terms.
9.6 [As between the Customer and iplicit, the Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all AI Customer Input and AI Customer Output, including all Intellectual Property Rights relating thereto.]
9.7 Subject to the terms of the Agreement and these Supplemental Terms, the Customer grants iplicit:
9.7.1 a worldwide, royalty-free, fully-paid up, non-exclusive, transferable and sublicensable license to Process the AI Customer Input and AI Customer Output as instructed by the Customer or an Authorised User; and a worldwide, royalty-free, fully-paid up, non-exclusive, transferable, sublicensable irrevocable license to anonymise the Customer Data, AI Customer Inputs and AI Customer Outputs to use as Training Data provided that any such use permitted under this Clause 9.7.2 shall be solely on an as is basis with no warranties whatsoever by the Customer.
